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HomeMy WebLinkAboutSoos Creek Water and Sewer District - Reimbursement for Services Agreement for Columbia East Lift StationREIMBURSEMENT FOR SERVICES AGREEMENT BETWEEN THE CITY OF PASCO AND SOOS CREEK WATER AND SEWER DISTRICT THIMMBURSEMENT FOR SERVICES AGREEMENT is made and entered into on this day of November, 2021, by and between the City of Pasco, Washington, a Washington Municipal Corporation (hereinafter referred to as "City), and Soos Creek Water and Sewer District (hereinafter referred to as "District), and are sometimes referred to collectively as "Parties", to aid in facilitating the startup of the Columbia East Lift Station. WHEREAS, the purpose of this Agreement between the City and District is for the District to assist and advise the City with startup of the Columbia East Lift Station, located at the intersection of Pasco-Kahlotus Highway and North Commercial Avenue in Pasco, Washington; and WHEREAS, the City recently experienced the departure of their SCADA/telemetry Instrumentation Technician, the City's subject matter expert, and the employee's departure was unexpected and the City does not currently have an employee with the expertise needed to facilitate and/or troubleshoot logic and controls procedures adequate enough to perform startup procedures at a new City lift station; and WHEREAS, the District has on staff two SCADA/logic subject matter experts, each with over 20 -years' experience performing lift station start-up processes; and WHEREAS, the City has reached out to the District to ask for assistance and support during the Columbia East Lift Station start-up; and WHEREAS, the City has requested, and the District has agreed to provide, two District employees on a temporary basis on loan to provide labor to the City in an advisory role; and WHEREAS, the City will require the assistance of the District to ensure successful start- up of the Columbia East Lift Station for one week from November 8, 2021 through November 12, 2021, which shall represent the duration of the Agreement. 1. Lep-al Authority. Under the City's contract authority pursuant to RCW 35A.11.010, the Parties intend that this agreement shall memorialize their desire to form this Agreement for the identification, evaluation, and implementation of specific duties and obligations, herein described to facilitate the Parties efforts to allow the sharing of resources, including, but not limited to, personnel, data, and equipment. Reimbursement for Services Agreement - City of Pasco/ Soos Creek Water and Sewer District - 1 2. Parties' Responsibilities. Cross functional teams, hereinafter referred to as "Team" consisting of representatives from the Parties will be utilized to identify, evaluate, and develop implementation/business plans for concerted efforts, with responsibilities listed, but not limited to: A. Management. A Team lead from the Parties will be identified to coordinate and be responsible for the concerted effort. B. Legal. Provide input on framework and/or review for drafting of uniform contracts, agreements, policies, and guidelines that may be necessary. C. Information Technolo . Provide input and evaluation and/or recommendation, implementation and support of technology solutions identified. D. Finance. Provide input and evaluation of financial protocols, allocation, and budget issues that are identified. E. Other Departments/Divisions. Provide input and evaluation on processes and procedures for operational effectiveness. The Parties will provide all necessary management, equipment, and facilities to perform concerted efforts at their respective locations. F. Joint Purchasing. The Parties in bidding, quoting, or negotiating for the purchase of goods and services, agree to extend those privileges to the other Parry to the extent permitted by law and agreed upon by the Parties hereto, and the vendors. Each party accepts no responsibility for the performance of any contract by the vendor and/or payment of any purchases by the other Party. 3. Guiding Principles. Efforts will: A. Eliminate or substantially minimize redundancy in current operating practices; B. Utilize specialized skills of existing employees; C. Be perceived as seamless to internal and external customers; D. Respect the unique identities of each Party and its customers; E. Take advantage of economies of scale; F. Improve the customer service cultures of the respective Parties; Reimbursement for Services Agreement - City of Pasco/ Soos Creek Water and Sewer District - 2 G. Realize greater utilization of technology; and H. Provide backup staffing and/or resource capacity. 4. Compensation and Payment. A. Reimbursement for District's Personnel and Costs. Reimbursement for the District's costs to loan personnel and equipment shall be made for the hours spent by the District while traveling to the City, on loan to the City for the Lift Station start up, and return travel time to the District, at the rates in Exhibit A. B. No payment shall be made for any labor rendered by the personnel except for labor identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. C. The City shall reimburse the District for personnel work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. The City shall approve all invoices before payment is issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. D. The City shall reimburse the District for their personnel costs and expenses per Exhibit A. ® Hourly (Multiple Rate): Such rates as identified on Exhibit A, plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $20,000.00 without the prior written authorization by the City. 5. Prior A reements and Obli ations. The Parties agree that this Agreement is potentially subject to each Party's respective obligations under labor law or collective bargaining agreement. The Parties specifically agree that any collaborative use of their own, or the other Party's employees, resources, or equipment shall not violate any obligation under labor law, collective bargaining agreement or other agreement entered into by and between them and their respective employees. This Agreement shall not supersede any prior written interlocal agreements between the Parties unless said agreement is terminated per the provisions of that agreement or modified through an addendum agreed to by the Parties. 6. Exchange of Information/Confidentiali . The Parties shall freely exchange information between themselves as needed to facilitate execution and performance of this Agreement. The Parties acknowledge that their employees may have access to sensitive and confidential materials, including, but not limited to, attorney-client privileged documents, emails, Reimbursement for Services Agreement - City of Pasco/ Soos Creek Water and Sewer District - 3 and social security numbers. Employees of the Parties shall not disclose this information to any person without the written permission of the Party who maintains the information. 7. Allocation of Liability/Indemnification. A. The Parties agree that any liability or claim arising out of the actions or inactions of a team member shall be the responsibility of the Party for whom the employee(s) was/were acting. In the event the employee(s) was/were acting on behalf of both Parties, liability is agreed to be split equally to each Party or as otherwise mutually agreed in writing. B. In furtherance of the above provision, any such responsible party, agrees to hold harmless and indemnify and defend the other Party and their officers, officials, employees, and volunteers who are not responsible under the above provision, from any loss, claim, or liability arising from or out of the negligent actions or inactions of the team member that may occur while that team member is working solely on behalf of the responsible Party. C. If a claim or lawsuit is brought against a Party or its employee(s) for actions arising out of this Agreement, such Party shall promptly notify the other Party that said claim or lawsuit has been filed or commenced. D. The Parties to this agreement and their respective legal counsel, shall, to the extent reasonably possible and consistent with the best interests of their respective clients, cooperate with the defense of any lawsuit arising out of this Agreement; provided this cooperation does not require the Parties to share any out-of-pocket litigation costs. Said costs will be the responsibility of the Party obligated to defend any such lawsuit. E. Upon request, each Party shall share with the other, the terms of their respective liability insurance policies to allow for coordination of coverage. The consent of any liability insurance carrier or self-insured pool or organization is not required to make this Agreement effective between the Parties, and the failure of any insurance carrier or self-insured pooling organization to agree or follow the terms of this Agreement on liability allocation shall not relieve either Party from its obligations under this Agreement. F. Except for liabilities and claims related to the actions and inactions of the team members as set forth above, all other rights, duties, and obligations with respect to any particular team member shall remain with the Party contributing that member to the team. Additionally, each Party shall be responsible for compliance with the provisions of any collective bargaining agreements and civil service rules and regulations. Nothing in this Section shall be interpreted to waive any defense arising out of RCW Title 51. Reimbursement for Services Agreement - City of Pasco/ Soos Creek Water and Sewer District - 4 8. Insurance. For the duration of this agreement, the Parties shall each maintain insurance in the same coverage and amounts as each Party currently has coverage. If either Party makes changes that decreases the coverage or amounts of coverage, they shall notify the other party in writing sixty (60) days prior to effective date of said change. A. For vehicles, equipment, or other tangible property that is shared, loaned, rented or utilized in some manner on behalf of either Party, the following shall apply: (1) For insurable assets: The Party which rents or uses the asset from the other shall be responsible for general liability and auto liability coverage, and reimbursement not to exceed twenty-five thousand US dollars ($25,000.00) for auto physical damage regardless of the deductible applicable to the asset. Each Party will provide Evidence of General Liability, Auto Liability, and Auto Physical Damage. (2) For assets that are owned and utilized by a Party's staff on behalf of the other Party, insurance and liability shall remain with the Party owning and using the asset. (3) The Party using the asset shall be fully responsible for all routine repairs, maintenance, and upkeep of the asset during the agreed term of use unless agreed otherwise in writing. (4) The availability of the asset is dependent on many factors and this agreement will not bind a Party to provide the asset if the loan causes undue risk to the safety and operations of the Party. Likewise, with reasonable notice to the Party renting the asset may request its immediate return if the rental causes undue risk to the safety and welfare of its constituents. 9. Property. Unless agreed to in writing, there will be no real or personal property acquired, held or disposed of relating to this Agreement. If joint property is acquired, then it shall be distributed, when the agreement is terminated, to the Parties in proportion to the Party's contribution to purchase such property. 10. Exclusivity. This Agreement is not exclusive and either Party may similarly contract under this Agreement with others as it deems necessary. Either Party may, at its discretion, elect to not pursue certain concerted efforts upon mutual agreement after negotiating impact of such termination. 11. Non-Dele ation / Non-Assi ment. No Party may delegate the performance of any contractual obligation to a third -party unless mutually agreed in writing. No Party may assign this' Agreement without the written consent of the other Party, which consent shall not be unreasonably withheld. Reimbursement for Services Agreement - City of Pasco/ Soos Creek Water and Sewer District - 5 12. No Third-PartN Rights. Except as expressly provided herein, nothing in this Agreement shall be construed as permitting anyone other than the Parties hereto and their respective successors and assigns to rely upon the covenants and agreements herein and shall not grant any such third party a cause of action (as a third -party beneficiary) on account of nonperformance hereunder. 13. Term. Either Party may terminate participation in this Agreement with sixty (60) days' notice to the other Party, in writing. 14. Compliance with Law. The Parties to this Agreement shall comply with applicable federal, state and local laws, rules and regulations in carrying out the terms and conditions of this Agreement. 15. Complete A reement. This Agreement contains all the terms and conditions agreed upon. No other understanding, oral or otherwise, regarding this Agreement shall be deemed to exist or bind the Parties. There shall be no modification of this Agreement except in writing and referencing this Agreement. 16. Dispute Resolution. In the event of a dispute between the parties regarding the interpretation, breach, or enforcement of this Agreement, the parties shall first meet in a good faith effort to resolve the dispute by themselves or with the assistance of a mediator. The remaining dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with all parties waiving the right of a jury trial upon de novo review, with the substantially prevailing party being awarded its reasonable attorney fees and costs against each other. The parties stipulate that Franklin County Superior Court is the appropriate venue, should judicial relief be required. Any disputes shall be governed by the laws of the State of Washington. 17. Severability. If any provision of this agreement or its application is held invalid, the remainder of the Agreement or its applications of the remainder of the Agreement shall not be affected. 18. Evidence of Authori . This Agreement shall be executed in originals. Upon execution of this Agreement, each Party shall provide the other with a certified copy of the resolution, ordinance, or other authority given to execute this Agreement pursuant and said document will be attached. Reimbursement for Services Agreement - City of Pasco/ Soos Creek Water and Sewer District - 6 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above. CITY OF PASCO, WASHINGTON Attes h LAV AN Debra Barham, CMC City Clerk Approved as to Form: Kerr Fergus aw, PLLC City A ey Reimbursement for Services Agreement - City of Pasco/ Soos Creek Water and Sewer District - 7 SODS CREEK WATER AND SEWER DIST&WT-, Scope of Work City of Pasco Columbia East Lift Station Startup SCADA and Pump Connectivity Assistance October 26, 2021 Background The City of Pasco (City) recently experienced the departure of their SCADA/telemetry Instrumentation Technician. The City does not currently have an employee with adequate expertise needed to facilitate and/or troubleshoot logic and controls procedures to perform startup procedures for Columbia East Lift Station, scheduled to begin early to mid-November 2021. The City requested assistance from Soos Creek Water and Sewer District (District), in the form of two District employees to assist and advise City staff with SCADA/telemetry, pump, and backup power procedures, processes, troubleshooting, and other processes relating to the successful startup of the Columbia East Lift Station. Tasks to complete this project are outlined in this Scope of Work. Task 1— SCADA/Telemetry Objective: Provide assistance, advise, and technical oversight during startup procedures at Columbia East Lift Station. Approach: Provide consultant support and oversight as requested by the City pertaining to SCADA/telemetry and pump procedures during startup of the Columbia East Lift Station; assist City staff with troubleshooting, diagnostics and recommended repairs. Assumptions: The District will rely upon accurate and completeness of information, data, and materials generated or produced by the City or others in relation to this Scope of Work. EXHIBIT A: Personal Service Agreement between Soos Creek Water and Sewer District EXHIBIT B: Fee Schedule Project Schedule: The District will commence with this work beginning at lam on November 9th, 2021, and conclude this work at 3:30pm on November 11th, 2021. Fee for Services: The fee for services shall be on a time and expense basis and shall not exceed $20,000 without prior written authorization of the City of Pasco. Payment for work stated in this Scope of Work will be calculated based on the District's hourly rates as stated in Exhibit B Columbia East Lift Station Startup Scope of Work. Approach: Reimburse the District for expenses incurred related to labor, travel, Per diem, and lodging. Assumptions: The City will reimburse the District using rates provided by the District as stated in the table in Exhibit B. Rate List Pat Downing — straight time Pat Downing —overtime Joe Buloang —straight time j Joe Buloang —overtime Per diem _ Use of district vehicle EXHIBTB Soos Creek Water & Sewer District 2021 Rate and Fee Schedule Rate $78.18 $100.50 $76.73 $96.14 $79 $30 Unit $/hr up to 8 -hours in a single day $/hr for all hours over 8 -hours in a single day $/hr up to 8 -hours in a single day $/hr for all hours over 8 -hours in a single day Per day/per employee $/hr up to 9 -hours per day