HomeMy WebLinkAboutR-2001-018 CH2M Hill Professional Engineering Services AgreementRESOLUTION NO. R-2001-18
A RESOLUTION authorizing the City Manager and City Clerk of the City of Yakima to
execute an Agreement for professional engineering services with
CH2M Hill, 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 desires to obtain Engineering services related to planning
and design of the Treatment Facility improvements required to accommodate treatment
of the Food Processing Wastewater from Del Monte; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to enter into the attached agreement with CH2M Hill, Inc., now, therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager and City Clerk are hereby authorized to execute an Agreement
with CH2M Hill, Inc. for professional services necessary for the completion of
improvements to the Wastewater Facility to accommodate the treatment of the Food
Processing Wastewater from Del Monte. The agreement shall be approved as to form
by the City Attorney.
ADOPTED BY THE CITY COUNCIL this 6th day of February, 2001
ATTEST:
City Clerk
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Maygi/Mary Place
AGREEMENT
BETWEEN
CITY OF YAKLMA, WASHINGTON
AND
CH2M HILL, INC. FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this day of
, 2001, by and between the City of Yakima, Washington with principal
offices at 129 N. Second Street, Yakima, Washington 98901, hereinafter referred to as "CITY",
and CH2M HILL, INC., and which corporation and its principal engineers and architects
performing this Agreement are licensed and registered to do business in the state of Washington,
hereinafter referred to as "ENGINEER", for Wastewater Treatment Plant and Collection System
Modifications hereinafter called "PROJECT".
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain ENGINEER to provide planning,
engineering, design and construction support services for modifications to the Yakima
Wastewater Treatment Plant (WWTP) 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 services
within the required time and that it has no conflicts of interest in performing the Basic Services
with CH2M Hill Constructors, Inc. or 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
2.1 ENGINEER agrees to perform those services described hereafter. Unless
directed by CITY to perform ADDITIONAL SERVICES as described in Section 2.4, duties of
ENGINEER shall not be construed to exceed those services specifically set forth herein.
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2.2 ENGINEER shall use its best efforts to maintain continuity in personnel assigned
to PROJECT throughout the term of this Agreement.
2.3 BASIC SERVICES
ENGINEER agrees to perform those tasks described in Exhibit A, entitled "City of Yakima
Wastewater Treatment Plant and Collection System Modifications Scope of Services"
hereinafter called "BASIC SERVICES" which is part of this Agreement as if fully set forth
herein.
2.4 ADDITIONAL SERVICES
CITY and ENGINEER agree that not all services to be performed by ENGINEER can be
defined in detail at the time this Agreement is executed, and that additional services 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 ENGINEER to revise portions of BASIC
SERVICES previously completed in a satisfactory manner, delete portions of BASIC
SERVICES, or request that ENGINEER perform additional services beyond the scope of
BASIC SERVICES. Such changes hereinafter shall be referred to as "ADDITIONAL
SERVICES".
2.4.1 If such ADDITIONAL SERVICES cause an increase or decrease in 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 may be made and this Agreement
may be modified in writing accordingly.
2.4.2 Compensation for each such request for ADDITIONAL SERVICES will be negotiated
by CITY and ENGINEER according to the provisions set forth in Section 5 and if so authorized
shall be considered part of BASIC SERVICES. ENGINEER shall not perform any
ADDITIONAL SERVICES until so authorized by CITY. If mutual agreement on compensation
or time adjustment cannot be concluded, ENGINEER is required to perform the BASIC and
ADDITIONAL SERVICES, reserving a right for equitable adjustment.
2.5 ENGINEER must assert any claim for adjustment in writing within thirty (30) days from the
date of receipt by ENGINEER of the written notification of change or of providing services
related to an asserted change, whichever is earliest.
2.6 Additional oral or written reports for presentation to other governmental agencies and/or to
the public may be requested by CITY and shall be prepared as an ADDITONAL SERVICE.
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SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY -FURNISHED DATA
CITY will provide to ENGINEER all technical data known to be in CITY's possession relating
to ENGINEER's BASIC SERVICES or ADDITIONAL SERVICES on PROJECT including
information on any pre-existing conditions known to CITY that constitute hazardous waste
contamination on PROJECT site as determined by an authorized regulatory agency.
3.2 ACCESS TO FACILITIES AND PROPERTY
CITY will make its facilities reasonably accessible to ENGINEER as required for ENGINEER's
performance of its BASIC SERVICES and will provide labor and safety equipment as
reasonably required by ENGINEER for such access, though ENGINEER remains responsible
for the safety of its own personnel. CITY will perform, at no cost to ENGINEER, such tests of
equipment, machinery, pipelines, and other components of CITY's facilities as CITY may deem
reasonably required in connection with ENGINEER's BASIC SERVICES.
3.3 TIMELY REVIEW
CITY will examine 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 ENGINEER of any contractual obligations nor of its duty to render
professional services meeting the standards of care for its profession.
3.4 CITY REPRESENTATIVE
CITY shall appoint a CITY's Representative with respect to PROJECT. 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 CITY's Representative unless
otherwise directed in writing by CITY, but ENGINEER shall be responsible for bringing to the
attention of CITY's Representative any instructions which ENGINEER believes are inadequate,
incomplete or inaccurate based upon ENGINEER's knowledge, understanding of the PROJECT
and expertise.
3.5 ENGINEER's DUTIES AND OBLIGATIONS
Any documents, services, and reports provided by CITY to ENGINEER are available solely as
additional information to ENGINEER and will not relieve ENGINEER of its duties and
obligations under this Agreement or at law. ENGINEER shall be entitled to reasonably rely
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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 BASIC SERVICES 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 BASIC SERVICES described in Exhibit A, compensation shall be based on ENGINEER's
Direct Salaries multiplied by a factor of 3.15 plus Direct Expenses, plus applicable sales, use,
value added, business transfer, gross receipts, or other similar taxes.
5.2. DIRECT SALARIES
Direct Salaries are the amount of wages or salaries paid ENGINEER's employees for BASIC
SERVICES directly performed on PROJECT, exclusive of all payroll -related taxes, payments,
premiums, and benefits. These wages shall include, but not be limited to those paid to engineers,
architects, scientists, designers, draftsman, clerical, accounting, and other technical and business
personnel. Direct Salaries shall be increased on an annual basis approximately in January.
5.3. DIRECT EXPENSES
Direct Expenses are those necessary costs and charges incurred for BASIC SERVICES
including, but not limited to: (1) the direct costs of transportation, meals and lodging, special
CITY approved PROJECT specific insurance, letters of credit, bonds, and equipment and
supplies; and (2) ENGINEER's current standard rate charges for direct use of ENGINEER's
vehicles, laboratory test and analysis, subcontracted printing and reproduction services,
subcontracted CADD services, and certain field equipment.
5.4. BUDGETARY AMOUNT
Unless specifically authorized in writing by CITY, the total budgetary amount for this PROJECT
shall not exceed $192,000. ENGINEER will complete BASIC SERVICES within the budget
and will keep CITY informed of progress toward that end so that the budget or BASIC
SERVICES effort can be adjusted if found necessary. ENGINEER is not obligated to incur
costs beyond the indicated budget, as may be adjusted, nor is CITY obligated to pay
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ENGINEER beyond these limits. When any budget has been increased, ENGINEER's excess
costs up to a limit of Fifteen Thousand Dollars ($15,000.00) expended prior to such increase
will be allowable to the same extent as if such costs had been incurred after the approved
increase, aid provided that CITY was informed in writing at the time such costs were incurred.
5.5 INVOICES FROM ENGINEER
ENGINEER will use its best efforts to submit to CITY's Representative by the 10th day of each
calendar month an invoice for payment for BASIC SERVICES completed through the
accounting cut-off day of the previous month. Such invoices shall be for BASIC SERVICES
performed and costs incurred prior to the date of the invoice and not covered by previously
submitted invoices. ENGINEER shall submit with each invoice a summary of time expended on
the PROJCECT for the current billing period, copies of sub -consultant invoices, and any other
supporting materials determined by 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 BASIC SERVICES done and amount billed. CITY will notify 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 foiinat as that of the ENGINEER.
5.6 PAYMENT BY CITY
If payment is not made within forty-five (45) days following receipt of approved invoices,
interest on the unpaid balance shall accrue beginning with the forty-sixth 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 CITY to ENGINEER pursuant to the
terms of RCW 39.76.020(4).
5.7 FINAL PAYMENT
Final payment of any balance due ENGINEER for BASIC SERVICES will be made within
forty-five (45) days after satisfactory completion of BASIC SERVICES required by this
Agreement as evidenced by written acceptance by CITY, compliance with applicable legal
requirements and after such audit or verification as CITY may deem necessary and execution
and delivery by 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
ENGINEER from the operation of the release in stated amounts to be set forth therein.
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Payment for any BASIC SERVICES shall not constitute a waiver or release by CITY of any
claims, right or remedy it may have against 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
ENGINEER to satisfactorily perform BASIC SERVICES as required under this Agreement.
SECTION 6 RESPONSIBILITY OF ENGINEER
6.1 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 ENGINEER under this Agreement. ENGINEER shall,
without additional compensation, correct or review any errors, omissions or other deficiencies in
its plans, designs, drawings, specifications, reports and other services. ENGINEER shall
perform its BASIC SERVICES according to generally accepted architectural and engineering
standards of care and consistent with completing BASIC SERVICES 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 BASIC SERVICES furnished hereunder shall not in any
way relieve ENGINEER of responsibility for the technical adequacy, completeness or accuracy
of its BASIC SERVICES. CITY's review, approval or payment for any of the BASIC
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 BASIC SERVICES hereunder, ENGINEER and its subcontractors, sub -
consultants, 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. 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. ENGINEER shall be solely responsible
for any claims for wages or compensation by ENGINEER employees, agents and
representatives, including sub -consultants and subcontractors, and shall save and hold CITY
harmless therefrom.
6.4 INDEMNIFICATION
(a) ENGINEER agrees to indemnify, defend, and hold 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 by,
related to or arising from breach of contract, negligence or willful misconduct of ENGINEER,
its employees, officers, and sub -consultants in connection with PROJECT. In the event that any
lien is placed upon the property of CITY or any of CITY'S officers, employees, or agents as a
result of, related to or arising from breach of contract, negligence or willful misconduct of
ENGINEER, ENGINEER shall at once cause the same to be dissolved and discharged by giving
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bond or otherwise.
(b) CITY agrees to indemnify, defend and hold 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 by,
related to or arising from CITY's breach of contract, negligence or willful misconduct, its
employees or agents in connection with PROJECT.
(c) If breach of contract, negligence or willful misconduct of both ENGINEER and 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 ENGINEER and CITY in proportion to their
relative degrees of breach of contract, 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 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
ENGINEER or a subcontractor under workers' or workmen's compensation acts, disability
benefit acts or other employee benefit acts.
ENGINEER waives its immunity under the Industrial Insurance Act, Title 51, RCW. Such
waiver has been mutually negotiated by ENGINEER and CITY as evidenced by their specific
and express initialing of this paragr.ph.
ENGINEER's INITI
CITY'S INITIALS
6.6 It is understoo •,Vhat any resident engineering or inspection provided by ENGINEER is
for the purpose of determining compliance with the technical provisions of PROJECT drawings
and specifications and does not constitute any form of guarantee or insurance with respect to
the performance of a contractor, nor does it make ENGINEER or ENGINEER's personnel in
any way responsible for those duties that belong to CITY. ENGINEER does not assume
responsibility for methods, means, techniques, sequences, and procedures or appliances used by
a contractor, for the safety of construction work, or for compliance by contractors with laws
and regulations.
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
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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 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 as identified in Exhibit A, Scope of Services, shall be as set forth in this
Agreement and attachments. PROJECT schedule and performance dates for the individual tasks
shall be mutually agreed to by CITY and 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 ENGINEER but may be extended or increased by CITY in the event of a
delay caused by special services requested by CITY or because of unavoidable delay caused by
any governmental action or other conditions beyond the control of ENGINEER which could not
be reasonably anticipated.
7.2 Not later than the tenth day of each calendar month during the performance of
PROJECT, ENGINEER shall submit to CITY's Representative a copy of the current schedule
and a written narrative description of BASIC SERVICES accomplished by ENGINEER and
sub -consultants on each task, indicating a good faith estimate of the percentage completion
thereof on the last day of the previous month.
SECTION 8 REUSE OF DOCUMENTS
8.1 All internal products of ENGINEER are instruments or service of this PROJECT. There
shall be no reuse, change or alteration by CITY or others acting through or in behalf of CITY
without written permission of ENGINEER, which shall not be reasonably withheld.
Unauthorized reuse by others will be at CITY's sole risk. CITY agrees to indemnify
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 ENGINEER will not be indemnified for such claims, damages, losses,
and costs including without limitations litigation expenses and attorney fees where caused by
ENGINEER's own acts or omissions.
8.2 ENGINEER agrees that ownership of any plans, drawings, designs, specifications,
computer programs, technical reports, operating manuals, calculations, notes and other
deliverables submitted or which are specified to be delivered under this Agreement or which are
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developed or produced and paid for under this Agreement whether or not complete shall be
vested in CITY.
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 ENGINEER, including its sub -consultants, shall maintain books, records, documents
and other evidence directly pertinent to performance of BASIC SERVICES under this
Agreement in accordance with generally accepted accounting principles and practices
consistently applied. CITY or CITY's duly authorized representative, shall have access to such
books, records, documents and other evidence for contract performance and compliance review,
financial review, inspection, audit, and copying for a period of three years after completion of
PROJECT. CITY shall also have access to such books, records, and documents during the
performance of BASIC SERVICES if deemed necessary by CITY to verify ENGINEER's
performance of BASIC SERVICES, and compliance with PROJECT requirements 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 ENGINEER agrees to the disclosure of all information and reports resulting from access
to records pursuant to this section provided that 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 ENGINEER.
9.4 ENGINEER shall ensure that substantially the foregoing paragraphs are included in each
subcontract for BASIC SERVICES on PROJECT.
9.5 Any charges of ENGINEER paid by CITY found by an audit to be inadequately
substantiated shall be reimbursed to CITY.
SECTION 10 INSURANCE
10.1 Prior to beginning BASIC SERVICES under this Agreement, ENGINEER shall provide
Certificates of Insurance, including the additional insureds endorsement, as evidence that
policies providing the following coverage and limits of insurance are in full force and effect.
CITY and CITY's officers, principals, boards, 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 CITY shall be separate and distinct and
shall not be contributing with the insurance listed hereunder. Such insurance shall be issued by
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an insurance company admitted to do business in the State of Washington and shall have a Best
Rating of A -VIII or better.
10.1.1 Comprehensive general liability insurance, with a Per Job Aggregate
endorsement, including personal injury liability, blanket contractual liability, and broad -form
property damage liability coverage. The combined single limit per occurrence for bodily injury
and property damage shall be not less than $1,000,000 with a $2,000,000 aggregate limit.
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. ENGINEER will provide CITY with a certificate of
insurance as evidence of Architects' and Engineers' Professional Liability coverage in the
amount of not less than $5,000,000. The coverage will remain in force and evidence of
coverage provided for a period of two years after the completion of the PROJECT. The
retro date on the policies shall be no later than the inception date of the PROJECT.
Coverage will be written with a carrier admitted in the State of Washington with a rating
of A -VIII or greater in Best's Guide.
10.1.5. Failure of either or all of the additional insureds to report a claim under such insurance
shall not prejudice the rights of CITY, its officers, employees, agents, and representatives
thereunder. CITY and 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
CITY thereunder until thirty (30) days after written notice to CITY of such intended
cancellation, expiration, or change. Any cancellation, expiration or change in insurance shall be
immediately remedied by ENGINEER through the procurement of compliant insurance.
SECTION 11 SUBCONTRACTS
11.1 ENGINEER shall be entitled, to the extent determined appropriate by ENGINEER, to
subcontract any portion of the BASIC SERVICES to be performed under this Agreement.
11.2 Any sub -consultants or subcontractors to 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 CITY's
Representative, if requested, prior to the sub -consultant or subcontractor proceeding with
BASIC SERVICES. Such review shall not constitute an approval as to the legal form or
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content of such subcontract. ENGINEER shall be responsible for the architectural and
engineering performance, acts and omissions of all persons and firms performing subcontract
BASIC SERVICES.
11.3 ENGINEER shall submit, along with its monthly invoices, a description of all BASIC
SERVICES completed by sub -consultants 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.
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 the State of
Washington. 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 BASIC 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 BASIC SERVICES
16.1 Suspension by CITY
16.1.1 CITY may suspend, in writing by certified mail, all or a portion of BASIC SERVICES
under this Agreement if unforeseen circumstances beyond CITY's control are interfering
with normal progress of BASIC SERVICES.
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16.1.2 CITY may suspend, on 15 calendar days' written notice by certified mail, all or a portion
of BASIC SERVICES under this Agreement for the CITY's convenience. If CITY
suspends BASIC SERVICES for convenience, ENGINEER may seek time and
compensation adjustment in accordance with Section 2.4.
16.2 Suspension by ENGINEER
16.2.1 ENGINEER may suspend, in writing by certified mail, all or a portion of BASIC
SERVICES under this Agreement if unforeseen circumstances beyond ENGINEER's
control are interfering with normal progress of BASIC SERVICES. ENGINEER may
suspend BASIC SERVICES on PROJECT in the event CITY does not pay invoices
when due, except where otherwise provided by this Agreement. The time for
completion of BASIC SERVICES may be extended by the number of days BASIC
SERVICES are suspended. If the period of suspension exceeds 90 days, the terms of
this Agreement are subject to re -negotiation, and both parties are granted the option to
terminate BASIC SERVICES on the suspended portion of PROJECT in accordance
with SECTION 17.
SECTION 17 TERMINATION OF BASIC SERVICES
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 or commencement of cure based on an agreed plan 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 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 ENGINEER, an adjustment in the contract
price pursuant to the Agreement may be made, but (1) no amount shall be allowed for
anticipated profit on unperformed BASIC SERVICES, and (2) any payment due to 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 ENGINEER's breach. In such event, CITY
shall consider the amount of BASIC SERVICES originally required which was satisfactorily
completed to date of termination, only if those BASIC SERVICES are 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 BASIC SERVICES itself or of employing another firm to complete it. Under no
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circumstances shall payments made under this provision exceed the contract price. In the event
of default, 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 ENGINEER terminates for default on the part of CITY or if CITY terminates for
convenience, the adjustment pursuant to the Agreement may include payment for BASIC
SERVICES satisfactorily performed to the date of termination, and in addition to termination
settlement costs those costs which 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, ENGINEER
shall (1) promptly discontinue all BASIC 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 ENGINEER or its sub -consultants may have accumulated or
prepared in performing this Agreement, whether completed or in progress, with ENGINEER
retaining copies of the same.
17.6 Upon termination under any subsection above, CITY reserves the right to prosecute
BASIC SERVICES to completion utilizing other qualified firms or individuals; provided,
ENGINEER shall have no responsibility to prosecute further BASIC SERVICES thereon.
17.7 If, after termination for failure of ENGINEER to fulfill contractual obligations, it is
determined that 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 subsection 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 ENGINEER in BASIC SERVICES or for any corporate officer
of ENGINEER to render his services to PROJECT, 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 subsection 17.3 of this Section.
Section 18 Mediation and Arbitration
The parties agree that they shall seek the assistance of a trained mediator in the resolution of
disputes, which they cannot resolve between themselves. A good faith effort at mediation shall
be a pre -requisite to instituting any other dispute resolution method, including without
limitation, litigation. If a mediator cannot be agreed upon, the parties will apply to a court for
Page 13
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
appointment of a mediator.
Only upon the mutual agreement of CITY and ENGINEER may all claims, counterclaims,
disputes and other matters in question arising out of, or relating to, this Agreement or the breach
thereof 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. CITY and ENGINEER expressly acknowledge that CITY
and CH2M Hill Constructors, Inc. have a mutual agreement arbitration provision, which if
implemented by consent provides for the joinder of all parties to a dispute in the arbitration
process. ENGINEER and CITY nonetheless reserve their right to reject arbitration, in which
event there shall not be any arbitration between the CITY and CH2M Hill Constructors, Inc.
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 (72) 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 98901
Attn: Mr. Doug Mayo, Wastewater Manager
ENGINEER: CH2M HILL, INC.
777 108th Ave. N.E., Suite 800
Bellevue, WA 98004
Attn: Ms. Eleanor Allen, Project Manager
Page 14
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
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
CH2M HILL, Incorporated
A. hisb3,,�.R.
Printed Name
(� 7 1\71 R
Title
Date hi - -1)1
Printed Name
'c
Title
Date Al- 1 1-- 4 1
Attest etit v�
City Clerk
Contract No. 'Go, //
Resolution No. ,� - ,? 2�•- /2`
Page 15
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
STATE OF WASHINGTON
) ss.
COUNTY OF KING
I certify that I know or have satisfactory evidence that
(11,4 11 r. 549em.c.ex• 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 V c..' 12r(51 G 1f "
of CH2M HILL, Inc. to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
Dated: 1/l) --/0l
Seal or Stamp
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0
Page 17
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
4',;,
(Sign. tureci)01
),
Title AAt
Aek
f,� n MLLa-
Printed NambJ
My commission expires:
EXHIBIT A
CITY OF YAKIMA
WASTEWATER TREATMENT PLANT AND COLLECTION SYSTEM MODIFICATIONS
SCOPE OF SERVICES
SECTION 1- BASIC SERVICES
1.1. Background
These BASIC SERVICES are in response to recommendations made in the technical
memorandum prepared for the City of Yakima in August 2000 by CH2M HILL titled "AKART
Analysis — Yakima Del Monte." The AKART (all know, available, and reasonable methods of
treatment) analysis investigated methods to treat industrial wastewater from the Del Monte fruit
canning facility in Yakima, Washington. Del Monte's wastewater is seasonal (July through
November) and has higher concentrations of biochemical oxygen demand (BOD) and total
suspended solids (TSS) than domestic wastewater. The WWTP was not designed for the higher
loading from Del Monte. Historically the majority of Del Monte's wastewater has been land
applied to spray fields adjacent to the WWTP. However, The Washington State Department of
Ecology (Ecology) is concerned about potential groundwater impacts in the area of the spray
field and the application rates may exceed the agronomic application. Ecology requested the
AKART analysis to develop long-term actions to mitigate the possible environmental affects of
the land -applied wastewater.
The AKART analysis evaluated and screened several long-term AKART alternatives. The
preferred alternative is to make modifications to the WWTP to allow Del Monte to discharge
their wastewater to the plant instead of apply it to the spray fields..
1.2. Objective
The objective is to design and provide construction services for facility modifications to allow
Del Monte to discharge their industrial wastewater to the WWTP. A pumping station is required
to enable the WWTP to use the existing trickling filter clarifier to settle solids generated by the
additional organic loading from Del Monte. The new pumping station will pump effluent from
the trickling filter clarifier to the aeration basins. In addition, other WWTP modifications will be
constructed to facilitate treatment of the Del Monte wastewater.
Modifications to the WWTP include:
• Modify the existing secondary effluent diversion box to be a trickling filter clarifier effluent
pumping station to pump trickling filter clarifier effluent to the aeration basins.
• Install connections to existing piping for flow into and out of the trickling filter clarifier
effluent pumping station.
• Construct a sludge pumping station for pumping solids from the trickling filter clarifier to the
DAFT.
Page 18
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
• Replace the trickling filter arm hydraulically -driven mechanisms with electrically -driven
mechanisms and modify distributor arms to neutralize motive forces.
• Install a by-pass from the trickling filter pumping station to primary clarifiers for use during
the canning season.
• Modify industrial waste pumping station by removing and replacing two industrial waste
pumps and associated piping.
Modifications also include electrical and instrumentation and control (I & C) work for the new
equipment.
The equipment for PROJECT will be purchased by the General Contractor shortly after Notice
to Proceed to minimize the equipment delivery time.
1.3. Description of BASIC SERVICES
ENGINEER shall provide BASIC SERVICES as part of this Agreement to design and support
construction of the modifications. It is anticipated that BASIC SERVICES will be executed in
several distinct tasks as follows:
• Task EP - Equipment Purchase Document Preparation
• Task SD - Schematic Design
• Task CD - Construction Documents
• Task CS - Construction Support Services
• Task RD - Record Drawings
• Task OM - Operations and Maintenance Manual
• Task RB — Prepare Revenue Bond Parity Statement
Task EP Prepare Equipment Purchase Documents
Preparation of Equipment Purchase Documents consists of developing performance -type
specifications to allow the General Contractor to purchase the following equipment shortly after
issuance of Notice to Proceed:
• Trickling filter electrical distributor center assembly and associated electrical equipment
• Trickling filter clarifier pumping station effluent pumps and associated electrical equipment
• Trickling filter clarifier pumping station sludge pump and associated electrical equipment
• Industrial waste pumps and associated electrical equipment
Activities
• Finalize new equipment sizing.
• Prepare performance specifications for equipment purchase.
• Respond to suppliers' questions.
Products
• Up to ten (10) copies of the performance specifications for equipment purchase.
• Responses to suppliers' questions.
Page 19
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
Task SD Schematic Design
Schematic Design consists of developing the preliminary design concepts for all treatment plant
components that meet the requirements of the design criteria.
Activities
• Visit the site once to see existing structures (assume 5 staff— one from each discipline) and
gather existing as -built drawings, specifications, studies, and any other relevant data.
• Consult with potential pump, pipe, and equipment suppliers to gather information.
• Prepare schematic design of:
— trickling filter clarifier pumping station and yard piping
- sludge pumping station and piping (yard and gallery)
- electrically driven tricking filter distributor
— back-up by-pass from the trickling filter pumping station to primary clarifiers
— industrial waste pumps
— electrical and I & C
• Prepare and present schematic design to CITY during a meeting at the ENGINEER's office.
Products
• Three (3) copies of the schematic design drawings
Task CD Construction Documents
Construction Documents consists of preparing final design drawings and specifications using
ENGINEER's standard drawing and specification format.
Activities
Activities include preparation of the following:
• Draft construction drawings.
• Draft technical specifications.
• Constructibility review of drawings and specifications.
Products
• Three (3) copies of the draft drawings (11 -inch by 17 -inch).
• Three (3) copies of the draft technical specifications.
Activities
After the CITY has reviewed the documents, and upon receipt of comments from the CITY,
activities include:
• Final construction drawings.
Page 20
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
• Final technical specifications.
Products
• One set each of originals including:
— Full size (22 -inch by 34 -inch) and half size (11 -inch by 17 -inch) drawings.
— Full-size drawings on velum (for CITY).
— Technical specifications.
• Drawing files in AutoCAD Release 14.
Task CS Construction Support Services
This task involves providing assistance, as requested by the CITY, during PROJECT
construction phase. BASIC SERVICES do not include providing a full-time resident engineer.
Instead part-time services will be provided as appropriate to ensure that the construction in
general is performed in accordance with the contract documents. The following assumptions
have been made in the development of the scope for this task:
• ENGINEER will contract directly with an independent testing laboratory to perform and
coordinate quality assurance testing (shop and field).
• The General Contractor will maintain as -built information for PROJECT.
• ENGINEER will develop record drawings based on the General Contractor's marked -up
design drawings indicating the structures as -built.
Activities
Activities include the following:
• Attend one preconstruction meeting.
• Provide technical specialists to witness and review specific construction issues in the field
(assume one visit each for four project staff).
• Provide interpretations of the contract drawings and specifications during the construction
period and evaluate requested deviations from the approved drawings and specifications.
• Review shop drawings and other submittals required by the contract documents.
• Visit the trickling filter distributor fabrication shop to review and approve the shop drawings
at the shop to expedite construction.
• Visit PROJECT site as needed to observe the general progress and quality of the work and
to determine, in general, if the work is proceeding in accordance with the intent of the
contract documents.
• Set-up final inspection team (assume one visit for three project staff, conduct a one -day
final inspection, and prepare final project deficiencies punch list. Monitor the completion of
punch -list work, and inform the CITY of PROJECT completion status and remaining
General Contractor work prior to construction document closure.
• Have third party testing laboratory conduct materials testing as required.
Page 21
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
Products
• Monthly progress reports accompanying recommendations for payment.
Task RD Record Drawings
This task will incorporate the General Contractor's mark-ups into record drawings for
PROJECT.
Activities
• Incorporate General Contractor's mark-ups into the contract documents.
Products
• One set of full size (22 -inch by 34 -inch) and half size (11 -inch by 17 -inch) record drawings.
• One set of full-size record drawings on velum.
• Drawing files in AutoCAD Release 14.
Task OM Operation and Maintenance Manual Supplement
This task is to develop a supplement to the existing Operations and Maintenance (0 & M)
Manual for PROJECT. The updates will be suitable for use as a general operational tool and for
introducing operations staff to the new facilities and equipment. It will describe the procedures
for both normal and emergency operations. The manual will primarily rely on the use of contract
drawings and vendor -supplied equipment manuals.
Activities
• Develop 0 & M Manual supplement.
Products
• Three (3) copies of 0 & M Manual supplement in three-ring binders.
• One (1) electronic copy of the 0 & M Manual supplement in Microsoft Word.
Task RB Prepare Revenue Bond Parity Statement
This task is to prepare a revenue bond parity statement for CITY. ENGINEER shall review the
CITY's bond convenants, operating conditions of CITY'S wastewater treatment facilities and
other pertinent information from the CITY. Based on the information reviewed, ENGINEER
shall prepare a revenue bond parity statement.
Activities
• Prepare revenue bond parity statement.
Page 22
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
Products
• Three (3) copies of revenue bond parity statement.
SECTION 2 - TIME OF PERFORMANCE
The completion date for this Agreement is 200 calendar days from the signing of this
Agreement. ENGINEER will make every effort to complete BASIC SERVICES in a timely
manner. However, it is agreed that ENGINEER cannot be responsible for delays occasioned by
factors beyond his/her control, nor by factors which could not reasonably have been foreseen at
the time this Agreement was executed.
SECTION 3 - COMPENSATION
Compensation by the CITY to ENGINEER for BASIC SERVICES enumerated in this
Agreement shall be as follows:
Cost -Reimbursable Multiplier (Time and Expenses)
Total compensation to ENGINEER for the successful performance of this Agreement shall not
exceed $192,000, plus any applicable taxes, unless specifically authorized by CITY in
accordance with subsection 5.2 of this Agreement.
Amounts budgeted for each task shall be as follows:
Task
Description Amount
Design
(PP, SD, and
CD)
Construction
(CS)
RD
OM
RB
Prepurchase Documents,
Schematic Design, and
Construction Documents
Construction Support Services
$88,000
$59,000
Record Drawings $10,000
Operation and Maintenance $10,000
Manual
Revenue Bond Parity Statement $ 25,000
TOTAL $192,000
SECTION 4 - ASSUMPTIONS
The following assumptions have been made in developing the tasks and fee:
• CITY will provide timely review of and feedback on the deliverables prepared by
ENGINEER. ENGINEER will reasonably rely upon the timeliness and completeness of
Page 23
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
feedback received from CITY to perform BASIC SERVICES within budget and on
schedule.
• Decisions will be made largely in joint CITY/ENGINEER meetings.
• The task deliverables (for example, drawings and specifications) are the means of
documenting the results of BASIC SERVICES accomplished under this Agreement.
Technical Memorandums will not be prepared.
• Drawings and reports are available and will be provided to ENGINEER such as: site plans
and as -built drawings of the existing structures and piping, soil boring data, and background
geotechnical reports.
• The AKART report will be submitted to the Washington Department of Ecology as the
engineering report describing the modifications.
• Deliverables include standard ENGINEER contract documents.
In the event the CITY makes or approves changes which are beyond the BASIC SERVICES in
this Agreement and such changes increase ENGINEER's cost or time required, ENGINEER is
not obligated to perform such ADDITIONAL SERVICES without a written amendment as
described in subsection 2.2 of this Agreement; provided, however, that ENGINEER must
inform CITY in advance of performing any such ADDITIONAL SERVICES that it will exceed
this Agreement's Scope of Services.
END OF SCOPE OF SERVICES
Page 24
CH2M HILL Inc. Agreement
City of Yakima
04/03/01
March 14, 2001
CH2M HILL Constructors, Inc.
777 108th Avenue NE
Bellevue, WA 98004-5118
Attention: Mr. Mark E. Alpert
Vice President
Subject: City of Yakima
Wastewater Treatment Plant and Collection System Improvements
Letter of Intent and Limited Notice to Proceed
Dear Mr. Alpert:
It is the intent of the City of Yakima ("Owner") to award a contract to CH2M HILL
Constructors, Inc. ("Contractor"), for the construction of the Yakima Wastewater Treatment
Plant and Collection System Improvements Project ("Work"). The contract scope and price
will be based upon the Owner's Program as described in Attachment A of the Construction
Agreement between the City of Yakima and CH2M HILL Constructors, Inc. (the
"Agreement") as may be revised in subsequent negotiations. The Guaranteed Maximum
Price ("GMP") for the construction services is approximately $984,390, as may be revised in
subsequent negotiations.
In order to meet the project schedule, certain procurement activities need to begin
immediately. This limited notice to proceed ("Limited Notice to Proceed") is your
authorization to proceed with the procurement of the motorized mast type rotary
distributor center assemblies for the north and south trickling filters at the wastewater
treatment plant. Based on this Limited Notice to Proceed dated March 14, 2001, the
Substantial Completion Date is August 6, 2001. The value of the work to be performed and
materials purchased under this Limited Notice to Proceed is not to exceed $150,000.
It is understood and agreed that, until the Agreement is finalized and executed, we and you
will abide by the terms and conditions contained in the .Agreement dated March 9, 2001 and
subject to further negotiations in connection with this Limited Notice to Proceed (to the
same extent as though the Contract had been executed by the parties), which terms and
conditions are incorporated herein by reference. All words not otherwise expressly defined
in this letter shall have the same definition as in the Agreement.
When both parties have executed the Agreement, the Agreement will replace and supersede
this Limited Notice to Proceed and all amounts paid to the Contractor in connection
herewith will be credited to the GMP.
Prior to receiving payment for any equipment or performing any work on site the
Contractor shall provide Certificates of Insurance as required by Article 11 of the
Agreement.
March 14, 2001
Page 2 of 2
It is understood by the Owner that in the event that the City and the Contractor cannot
come to agreement on the terms and conditions of the Agreement, then the Contractor shall
be compensated for their total costs incurred to date plus 10 percent; and the Contractor
shall assign all rights to the equipment purchase order to the City. Any cancellation of the
order for the equipment by the City shall be subject to the penalty provisions of the
equipment subcontract.
Please signify your agreement with the foregoing by signing a copy of this letter and
returning it to me.
Sincerely,
City of Yakima
By:
Name:
P.m c > �. �� i
CH2M HILL Constructors, Inc.
By:
Na4ne: Mark ^"'pert
Title: Vice Fr-sident Design Build
ITEM TITLE:
Services with CH2M Hill, Inc.
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.
For Meeting Of 2/6/01
Request For Approval of Resolution Authorizing Execution of Agreement for Engineering
SUBMITTED BY: Glenn Rice, ACM
Doug Mayo, Wastewater Manager
CONTACT PERSON/TELEPHONE: Doug Mayo/575-6077
SUMMARY EXPLANATION:
The City of Yakima owns and operates wastewater collection and treatment facilities in accord with applicable
Federal, State and Local regulations, and the City desires to obtain Engineering Services related to planning and
design of the Treatment Facility improvements required to accommodate treatment of the Food Processing
Wastewater from Del Monte. (continued)
The cost of this Agreement is not to exceed $ 162,000
The total cost of this Project, including equipment, construction and
professional services is approximately $ 1,418,000
Resolution X Ordinance _ Other (Specify) Agreement for Engineering Services
Contract_ Mail to (name and address): CH2M Hill, Inc. P.O. Box 91500Bellevue, WA 98004-5538 Attn.:
Eleanor Allen Phone 425/453-5000
Funding Source
Budget Fund 478 as project 1916;
APPROVED FOR SUBMITTAL:
N
City Manager
STAFF RECOMMENDATION:
Staff respectfully requests City Council approve resolution authorizing the City Manager and City Clerk to execute
an agreement with CH2M Hill, Inc.
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
Adopted resolution. RESOLUTION NO. R-2001-18
Page 1
(...continued. from front page..)
Due to extreme time constraints to complete construction and operational start-up prior to the NPDES permit
deadline of July 1, 2001 and more importantly prior to Del Monte's 2001 pear canning season (August 15), the City
is intending to contract with a subsidiary of CH2M Hill to perform Construction Management/General Construction
(CM/GC) of the construction project. This will be done under a separate Agreement. It is the intent of this
legislation that execution authority be delegated to the City Manager for these and any other documents required
to complete the required construction.
City Council is respectfully requested to approve the attached resolution authorizing the City Manager and City
Clerk to execute an Agreement and necessary future Agreements for engineering and Construction
Management/General Construction services with CH2M Hill, Inc.
Page 2
EXHIBIT A
CITY OF YAKIMA
WASTEWA'1'hR TREATMENT PLANT AND COLLECTION SYSTEM
SCOPE OF WORK
SECTION 1 - BASIC SERVICES
1.1 Description of Basic Services
The services are in response to recommendations made in the technical memorandum prepared
for the City of Yakima in August 2000 by CH2M HILL titled "AKART Analysis — Yakima Del
Monte." The AKART (all know, available, and reasonable methods of treatment) analysis
investigated methods to treat industrial wastewater from the Del Monte fruit canning facility in
Yakima, Washington. Del Monte's wastewater is seasonal (July through November) and has
higher concentrations of biochemical oxygen demand (BOD) and total suspended solids (TSS)
than domestic wastewater. The WWTP was not designed for the higher loading from Del Monte.
Historically the majority of Del Monte's wastewater has been land applied to spray fields
adjacent to the WWTP. However, the Washington State Department of Ecology (Ecology) is
concerned about potential groundwater impacts in the area of the spray field and the application
rates may exceed the agronomic application. Ecology requested the AKART analysis to develop
long-term actions to mitigate the environmental affects of the land -applied wastewater.
The AKART analysis evaluated and screened several long-term AKART alternatives. The
preferred alternative is to make improvements to the WWTP to allow Del Monte to discharge
their wastewater to the plant instead of apply it to the spray fields. This contract is for design and
construction support services for the improvements.
SCOPE OF SERVICES
The objective of the Yakima WWTP improvements is to design and construct facilities, to allow
Del Monte to discharge their industrial wastewater to the existing trickling filter pumping station.
A pumping station is required to enable the WWTP to use the existing trickling filter clarifier to
settle solids generated by the additional organic loading from Del Monte. The new pumping
station will pump effluent from the trickling filter clarifier to the aeration basins.
The equipment for the project will be purchased by the Contractor shortly after Notice to Proceed
to minimize the equipment delivery time.
Improvements at the WWTP include:
• Modify the existing diversion box to a be a trickling filter clarifier effluent pumping station to
pump effluent to the aeration basins.
• Install connections to existing piping for flow into and out of the trickling filter clarifier
effluent pumping station.
• Construct a sludge pumping station for pumping solids from the trickling filter clarifier to the
DAFT.
• Replace the trickling filter arm hydraulically -driven mechanisms with electrically -driven
mechanisms.
• Install a by-pass from the trickling filter pump station to a primary clarifier for use during the
canning season.
• Replace two existing industrial waste pumps, suction and discharge valves and piping, and
sump level control.
It is anticipated that the Yakima WWTP improvements will be executed in several distinct work
phases as follows:
• Equipment Purchase Document Preparation
• Schematic Design
• Construction Documents
• Construction Support Services
• Record Drawings
• Operations and Maintenance Manual
Construction Agreement
City of Yakima
and
CH2M HILL Constructors, Inc.
FINAL- 06/15/01
CONSTRUCTION AGREEMENT AND GENERAL CONDITIONS BETWEEN
OWNER AND CH2M HILL ON THE BASIS OF COST OF THE WORK PLUS A FEE
TABLE OF ARTICLES
ARTICLE 1 AGREEMENT 1
ARTICLE 2 GENERAL PROVISIONS 2
2.1 TEAM RELATIONSHIP 2
2.2 ENGINEER 2
2.3 EXTENT OF AGREEMENT 2
2.4 DEFINITIONS 2
ARTICLE 3 CH2M HILL'S RESPONSIBILITIES 3
3.1 RESERVED 3
3.2 GUARANTEED MAXIMUM PRICE (GMP) 3
3.3 CONSTRUCTION PHASE SERVICES 3
3.4 HAZARDOUS WASTE 5
3.5 ROYALTIES, PATENTS AND COPYRIGHTS 5
3.6 TAX EXEMPTION 6
3.7 WARRANTIES AND COMPLETION 6
3.8 ADDITIONAL SERVICES 6
ARTICLE 4 OWNER'S RESPONSIBILITIES 8
4 1 INFORMATION AND SERVICES PROVIDED BY OWNER 8
4.2 RESERVED 8
4.3 OWNER'S RESPONSIBILITIES DURING CONSTRUCTION PHASE 8
4.4 OWNER'S REPRESENTATIVE 8
ARTICLE 5 SUBCONTRACTS 9
5 1 RETAINING SUBCONTRACTORS 9
5.2 MANAGEMENT OF SUBCONTRACTORS 9
5.3 ASSIGNMENT OF SUBCONTRACT AGREEMENTS 9
ARTICLE 6 CONTRACT TIME 9
6.1 COMMENCEMENT OF THE WORK 9
6.2 SUBSTANTIAL COMPLETION 9
6.3 DELAYS IN THE WORK 9
ARTICLE 7 COMPENSATION 10
7.1 INITIAL PAYMENT 10
7.2 DESIGN PHASE COMPENSATION 10
7.3 CONSTRUCTION PHASE COMPENSATION 10
7.4 CH2M HILL's FEE 10
7.5 ADJUSTMENT IN CH2M HILL'S FEE 10
ARTICLE 8 COST OF THE WORK 11
8.1 RESERVED 11
8.2 COST ITEMS FOR CONSTRUCTION PHASE SERVICES 11
8.3 DISCOUNTS 12
ARTICLE 9 CHANGES IN THE WORK 12
9.1 CHANGE ORDERS . 12
9.2 RESERVED 12
9.3 No OBLIGATION TO PERFORM 12
FINAL - 06/15/01
9.4 ADJUSTMENT OF UNIT PRICES 12
9.5 UNKNOWN CONDITIONS 12
9.6 CLAIMS FOR ADDITIONAL COST OR TIME 13
9.7 EMERGENCIES ................. 13
ARTICLE 10 PAYMENT FOR CONSTRUCTION PHASE SERVICES 13
10.1 PROGRESS PAYMENTS 13
10.2 FINAL PAYMENT 14
ARTICLE 11 INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION 14
11.1 INDEMNITY 14
11.2 CH2M HILL'S LIABILITY INSURANCE 14
11.3 RESERVED 16
11.4 OWNER'S LIABILITY INSURANCE 16
11.5 INSURANCE TO PROTECT PROJECT 16
11.6 PROPERTY INSURANCE LOSS ADJUSTMENT 16
11.7 WAIVER OF SUBROGATION 16
ARTICLE 12 TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM
CH2M HILL'S RESPONSIBILITIES 17
12.1 TERMINATION BY CH2M HILL............ 17
12.2 OWNER'S RIGHT TO PERFORM CH2M HILL'S OBLIGATIONS AND TERMINATION BY OWNER FOR CAUSE 17
12.3 TERMINATION BY OWNER WITHOUT CAUSE 18
12.4 SUSPENSION BY OWNER FOR CONVENIENCE 18
ARTICLE 13 DISPUTE RESOLUTION 18
13.1 INITIAL DISPUTE RESOLUTION 18
13.2 AGREEMENT TO ARBITRATE 19
13.3 NOTICE OF DEMAND 19
13.4 AWARD; COSTS 19
13.5 WORK CONTINUANCE AND PAYMENT 19
ARTICLE 14 MISCELLANEOUS PROVISIONS 19
14.1 ASSIGNMENT 19
14.2 GOVERNING LAW 19
14.3 SEVERABILITY 19
14.4 No WAIVER OF PERFORMANCE 19
14.5 TITLES 20
14.6 OTHER PROVISIONS 20
ARTICLE 15 EXISTING CONTRACT DOCUMENTS 20
FINAL - 06/15/01
CONSTRUCTION AGREEMENT AND GENERAL CONDITIONS BETWEEN
OWNER AND CH2M HILL ON THE BASIS OF COST PLUS A FEE
ARTICLE 1 AGREEMENT
This Agreement is made effective this 19th day of June in the year 2001, by and between the
Owner:
City of Yakima
Owner's Representative:
City of Yakima
Regional Waste Water Facility
2220 East Viola
Yakima, WA 98901
Phone: 509-575-6077
Fax: 509-575-6166
Attn: Doug Mayo, Wastewater Manager
and CH2M HILL CONSTRUCTORS, INC.,
6060 South Willow Drive
Greenwood Village, CO 80111-5142
CH2M HILL's Representative:
CH2M HILL
777 108th Avenue NE
Bellevue, WA 98004-5118
Phone: 425-453-5000
Fax 425-468-3100
Attn: Dan Reynolds
for services in connection with the following:
(hereinafter "CH2M HILL")
P. O. Box 22508
Denver, CO 80222-0508
PROJECT: Wastewater Treatment Plant and Collection System Modifications
CH2M HILL shall commence Work on the issuance of a notice to proceed from Owner. Owner, at its
discretion, may issue limited or partial notices to proceed with discrete portions of the Work, without
incurring additional fees, costs or time: provided that CH2M HILL may assert a claim for equitable
adjustment subject to Owner's direction to proceed. and shall Substantially Complete the Work:
Owner prior to issuing any form of notice to proceed may terminate this Agreement upon five (5) days
written notice to CH2M HILL without further payment of any and all costs (incidental, direct or
consequential), including without limitation fees, profit, and overhead, except for those costs incurred and
approved by Owner prior to such termination.
a. on the date established by the parties pursuant to paragraph 6.2 of this Agreement; or
b. on August 6, 2001.
ATTACHMENTS incorporated into this Agreement are as follow:
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A. Owner's Program
B. Compensation Schedule
C. Other Provisions
D. GMP Option to Construction Agreement
consisting of 4 page(s)
consisting of 1 page(s)
consisting of 1 page(s)
consisting of 3 page(s)
Notice to CH2M HILL, pursuant to Article 12, shall be given at the above address, Attn: President. All
other notices to the parties shall be given to the representatives of the parties at their respective addresses.
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ARTICLE 2 GENERAL PROVISIONS
2.1 Team Relationship
Owner and CH2M HILL agree to proceed with the Project on the basis of trust, good faith and fair
dealing, and shall take all actions reasonably necessary to perform this Agreement in a proper, economical
and timely manner, including consideration of design modifications and alternative materials or equipment
that will permit the Work to be constructed by the date of Substantial Completion, as established by the
mutually agreed schedule. CH2M HILL agrees to construction and administration of the Work as set forth
below.
2.2 Engineer
Engineering services shall be furnished under separate agreement with CH2M HILL. The person or entity
providing engineering services shall be referred to as the Engineer.
2.3 Extent of Agreement
This Agreement is solely for the benefit of the parties, represents the entire and integrated agreement
between the parties, and supersedes all prior negotiations, representations or agreements, either written or
oral.
2.4 Definitions
1. The Contract Documents consist of:
a. Change Orders and written amendments to this Agreement signed by both Owner and
CH2M HILL.
b. this Agreement and Attachments to it;
c. reserved;
d. the information provided by Owner pursuant to Clause 4.1.2.1;
e. the Owner's Program provided pursuant to Subparagraph 4.1.1.
In case of any inconsistency, conflict or ambiguity among the Contract Documents, the
Documents shall govern in the order in which they are listed above.
2. The Work is the Construction Phase Services provided in accordance with Paragraph 3.3,
Additional Services that may be provided in accordance with Paragraph 3.8, and other services
which are necessary to complete the Project in accordance with and reasonably inferable from the
Contract Documents.
3. The term Day shall mean calendar day.
4. A Subcontractor is a person or entity who has an agreement with CH2M HILL to perform any
portion of the Work. The term Subcontractor does not include the Engineer or any separate
contractor employed by Owner or any separate contractor's subcontractors.
5. A Subsubcontractor is a person or entity who has an agreement with a Subcontractor to perform
any portion of Subcontractor's work.
6. Substantial Completion of the Work, or of a designated portion, occurs on the date when
construction is sufficiently complete in accordance with the Contract Documents so that Owner can
occupy or utilize the Project, or a designated portion, for the use for which it is intended. This date
shall be confirmed by a certificate of Substantial Completion signed by Owner and CH2M HILL.
The certificate shall state the respective responsibilities of Owner and CH2M HILL for security,
maintenance, heat, utilities, damage to the Work, and insurance. The certificate shall also list the
items to be completed or corrected, and establish the time for their completion and correction.
7. The Owner's Program is an initial description of Owner's objectives, including budgetary and
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time criteria, space requirements and relationships, flexibility and expandability requirements,
special equipment and systems, and site requirements. If Preliminary Evaluations, Preliminary
Schedules or Schematic Design documentation has been furnished by CH2M HILL pursuant to a
separate agreement, such documentation shall be part of the Owner's Program. The Owner's
Program is described in Attachment A to this Agreement.
8. A Supplier is a manufacturer, fabricator, distributor, materialman or vendor having a direct
contract with CH2M HILL or with a Subcontractor or a Subsubcontractor to furnish materials or
equipment to be incorporated in the Work by Subcontractor or a Subsubcontractor.
ARTICLE 3 CH2M HILL'S RESPONSIBILITIES
CH2M HILL shall be responsible for the construction of the Work consistent with the Owner's Program,
as such Program may be modified by Owner during the course of the Work pursuant to paragraphs 4.2, 4.3
or 9.1 of this Agreement. CH2M HILL shall exercise such reasonable skill and judgment in the
performance of its services commensurate with the best industry standards, but does not warrant or
guarantee schedules and estimates except as may be expressly stated in this Agreement or any
amendments thereto.
3.1 Reserved
3.2 Guaranteed Maximum Price (GMP) and Allowances
3.2.1 Preparation of GMP
In accordance with Attachment A, CH2M HILL has prepared a Guaranteed Maximum Price (GMP)
for the Work as defined in Section 7.3.2, for the Work which will be reviewed and approved by
Owner. Upon Owner's review and approval of the GMP, the Preliminary Schedule of the Work
shall be updated and a date for Substantial Completion of the Work determined. The GMP for the
work will be reviewed and if and only if, found acceptable in all respects, approved by Owner.
Should the GMP be unacceptable in any respect to Owner, Owner shall have no obligation to
proceed with the Agreement, and there shall be no further performance by nor liabilities and rights
assumed or owed by the parties.
3.2.2 Basis Of Guaranteed Maximum Price
CH2M HILL shall include with the GMP proposal a written statement of its basis, which
shall include:
1. a list of the drawings and specifications, including all addenda, which were used in
preparation of the GMP proposal;
2. a list of allowances and a statement of their basis;
3. a list of all assumptions made by CH2M HILL in the preparation of the GMP proposal to
supplement the information contained in the drawings and specifications;
4. the date of Substantial Completion upon which the proposed GMP is based, and the
updated Schedule of Work upon which the date of Substantial Completion is based;
5. the time limit for acceptance of the GMP proposal.
3.2.3 CH2M HILL shall meet with the Owner to review the GMP proposal. In the event that the
Owner discovers any matters with which the Owner takes exception or has issues, inconsistencies or
inaccuracies in the information presented, the Owner shall promptly give written notice to CH2M
HILL, who shall make appropriate adjustments to the GMP, its basis or both.
3.2.4 Prior to the Owner's acceptance of the CH2M HILL's GMP proposal, CH2M HILL shall not
incur any cost to be reimbursed as part of the Cost of the Work, except as provided in this
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Agreement or as the Owner may specifically authorize in writing.
3.2.5 Upon acceptance by the Owner of the GMP proposal, the GMP and its basis shall be set
forth in a written amendment to this Agreement. The GMP and the date of Substantial Completion
shall be subject to modification by changes in the Work as provided in Articles 6 and 9.
3.2.6 The GMP shall include in the Cost of the Work those taxes which are applicable at the time
the GMP is established. If in accordance with the Owner's direction an exemption is claimed for
taxes, the Owner agrees to indemnify, defend and hold CH2M HILL harmless for any liability,
penalty, interest, fine, tax assessment, attorneys fees or other expense or cost incurred by CH2M
HILL as a result of any action taken by CH2M HILL in accordance with the Owner's direction.
3.2.7 Allowances may be defined for discrete project elements with the approval of Owner.CH2M
HILL shall provide professionally prepared estimates for such Allowances elements and review the
estimates with the Owner. Owner may require that Allowance estimates are modified.
3.3 Construction Phase Services
3.3.1 The Construction Phase will commence upon the issuance by Owner of a written notice to
proceed with construction.
3.3.2 In order to complete the Work, CH2M HILL shall provide all necessary construction
supervision, inspection other than that delegated specifically to Engineer, construction equipment,
labor, materials, tools, and subcontracted items.
3.3.3 CH2M HILL shall give all notices and comply with all laws and ordinances legally enacted
at the date of execution of the Agreement which govern the proper performance of the Work and
with laws and regulations which relate to employment, equal employment opportunity and
affirmative action.
3.3.4 CH2M HILL shall prepare and submit a Schedule of Work for Owner's written approval.
This schedule shall indicate the dates for the start and completion of the various stages of the
construction including the dates when information and approvals are required from Owner. It shall
be revised and updated as required by the conditions of the Work or as requested by Owner.
3.3.5 CH2M HILL shall assist Owner in securing the building permits necessary for the
construction of the Project.
3.3.6 CH2M HILL shall take necessary precautions for the safety of its employees on the Project,
and shall comply with all applicable provisions of federal, state and municipal safety laws to prevent
accidents or injury to persons on, about or adjacent to the Project site. CH2M HILL, directly or
through its Subcontractors, shall erect and properly maintain at all times, as required by the
conditions and progress of the Work, necessary safeguards for the protection of workers and the
public. CH2M HILL, however, shall not be responsible for the elimination or abatement of safety
hazards created or otherwise resulting from work at the Project site carried on by Owner or its
employees, agents, separate contractors or tenants. Owner agrees to cause its employees, agents,
separate contractors and tenants to abide by and fully adhere to all applicable provisions of federal,
state and municipal safety laws and regulations. The above provision shall not relieve
Subcontractors of their responsibility for the safety of persons or property in the performance of their
work, nor for compliance with all applicable provisions of relevant laws.
3.3.7 CH2M HILL shall keep such full and detailed accounts as may be necessary for proper
financial management under this Agreement. Owner shall be afforded access, at any time, to all
CH2M HILL'S records, books, correspondence, instructions, drawings, receipts, vouchers,
memoranda and similar data relating to this Agreement. Such access may include, without
limitation, financial review and/or audit as determined by Owner. CH2M HILL shall preserve all
such records for a period of three years after the final payment or longer where required by law.
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3.3.8 CH2M HILL shall provide periodic written reports to Owner on the progress of the Work as
requested by Owner.
3.3.9 CH2M HILL shall develop a system of cost reporting for the Work, including regular
monitoring of actual costs for activities in progress and estimates for uncompleted tasks and
proposed changes in the Work. The reports shall be presented to Owner as Owner shall request.
3.3.10 At all times CH2M HILL shall maintain the site of the Work free from debris and waste
materials resulting from the Work. At the completion of the Work, CH2M HILL shall remove from
the premises all construction equipment, tools, surplus materials, waste materials and debris.
3.4 Hazardous Waste
3.4.1 A Hazardous Waste is any substance or material identified now or in the future as hazardous
under any federal, state or local law or regulation, or any other substance or material which may be
considered hazardous or otherwise subject to statutory or regulatory requirements governing
handling, disposal and/or clean-up. CH2M HILL shall not be obligated to commence or continue
Work until any known or suspected Hazardous Waste discovered at the Project site has been
removed, rendered or determined to be harmless by Owner as certified by an independent testing
laboratory and approved by the appropriate government agency; provided that CH2M HILL shall be
solely responsible for any Hazardous Waste that is identified and present as a result of or arising out
of CH2M HILL's acts or omissions and shall be proportionately responsible for any Hazardous
Waste that is identified and present as a result of or arising out of CH2M HILL's and Owner or third
party acts or omissions; and further provided that CH2M HILL shall not be responsible in any way
for pre-existing Hazardous Waste that may be present and which pre -dates this agreement..
3.4.2 If after the commencement of the Work, known or suspected Hazardous Waste is discovered
at the Project site, CH2M HILL shall immediately stop Work in the affected area, and CH2M HILL
shall report the condition to Owner and, if required, the government agency with jurisdiction.
3.4.3 CH2M HILL shall not be required to perform any Work relating to or in the area of known
or suspected Hazardous Waste without written mutual agreement, except for CH2M HILL's
responsibility as set forth in 3.4.1, above..
3.4.4 Owner shall be responsible for retaining an independent testing laboratory to determine the
nature of the material encountered and whether it is a Hazardous Waste requiring corrective
measures and/or remedial action. Such measures shall be the sole responsibility of Owner, and shall
be performed in a manner minimizing any adverse effect upon the Work of CH2M HILL.
CH2M HILL shall resume Work in the area affected by any Hazardous Waste only upon written
agreement between the parties after the Hazardous Waste has been removed or rendered harmless.
Provided that, CH2M HILL shall be responsible for such testing for its responsibility as set forth in
3.4.1 above.
3.4.5 If CH2M HILL incurs additional costs and/or is delayed due to the presence of known or
suspected Hazardous Waste, CH2M HILL may be entitled to reimbursement of such costs, a change
in Cost Items for Construction Phase Services and/or an equitable adjustment in the date of
Substantial Completion, except for CH2M HILL responsibility as set forth in 3.4.1 above. CH2M
HILL shall present any entitlement claims to Owner within twenty (20) days of the event claimed to
support the reimbursement, change and/or equitable adjustment..
3.4.6 To the fullest extent permitted by law, Owner shall defend, indemnify and hold harmless
CH2M HILL, Subcontractors and Subsubcontractors, and the agents, officers, directors and
employees of each of them, from and against any and all claims, damages, losses, costs and
expenses, whether direct, indirect or consequential, including but not limited to attorney's fees, costs
and expenses incurred in connection with litigation or arbitration, arising out of or relating to the
performance of the Work in any area affected by Hazardous Waste, attributable to Owner actions.
3.4.7 The terms of this Paragraph 3.4 shall survive the completion of the Work under this
Agreement and/or any termination of this Agreement.
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3.5 Royalties, Patents and Copyrights
CH2M HILL shall pay all royalties and license fees which may be due on the inclusion of any patented or
copyrighted materials, methods or systems selected by CH2M HILL and incorporated in the Work.
CH2M HILL shall defend, indemnify and hold Owner harmless from all suits or claims for infringement
of any patent rights or copyrights arising out of such selection. Owner agrees to defend, indemnify and
hold CH2M HILL harmless from any suits or claims of infringement of any patent rights or copyrights
arising out of any patented or copyrighted materials, methods or systems specified by Owner.
3.6 Tax Exemption
If in accordance with Owner's direction an exemption is claimed for taxes, Owner agrees to defend,
indemnify and hold CH2M HILL harmless from any liability, penalty, interest, fine, tax assessment,
attorneys fees or other expense or cost incurred by CH2M HILL as a result of any action taken by
CH2M HILL in accordance with Owner's direction.
3.7 Warranties and Completion
3.7.1 CH2M HILL warrants that all materials and equipment furnished under the Construction
Phase of this Agreement will be new unless otherwise specified, of good quality, in conformance
with the Contract Documents, and free from defective workmanship and materials. Warranties shall
commence on the date of Substantial Completion of the Work or of a designated portion.
CH2M HILL agrees to correct all construction performed under this Agreement which proves to be
defective in workmanship and materials within a period of one year from the date of Substantial
Completion or for such longer periods of time as may be set forth with respect to specific warranties
required by the Contract Documents.
3.7.2 Those products, equipment, systems or materials incorporated in the Work at the direction of
or upon the specific request of Owner shall be covered by the warranty of the manufacturer and
CH2M HILL. CH2M HILL shall be responsible for allocating responsibility between manufacturers
and itself for purposes of fulfilling these warranties There are no warranties which extend beyond
the description on the face thereof.
All other warranties, express or implied, are expressly disclaimed.
3.7.3 CH2M HILL shall secure required certificates of inspection, testing or approval, which
provide for the Owner as beneficiary, and deliver them to Owner.
3.7.4 CH2M HILL shall collect all written warranties and equipment manuals, which provide for
the Owner as beneficiary, and deliver them to Owner.
3.7.5 With the assistance of Owner's maintenance personnel, CH2M HILL shall direct the
checkout of utilities and operations of systems and equipment for readiness, and assist the
manufacturer or supplier in their initial start-up and testing.
3.7.6 CH2M Hill and Owner understand and agree that Del Monte Corporation may submit
business interruption claims resulting from a delay to the start of pear packing or from delay or slow
down in pear packing during the 2001 pack season which may result from construction related
activities. As between CH2M Hill and Owner, CH2M Hill's liability for such Del Monte claims
shall be limited in the aggregate to fifty percent (50%) of such claims or One Hundred Seventy-five
Thousand Dollars ($175,000.00), whichever is less.
3.8 Additional Services
CH2M HILL shall provide or procure the following Additional Services upon the request of Owner unless
such services are specifically included in the Owner's Program or in an attachment to this Agreement. A
written agreement between Owner and CH2M HILL shall define the extent of such Additional Services.
1 Documentation of the Owner's Program, establishing the Project budget, investigating sources
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of financing, general business planning and other information and documentation as may be required
to establish the feasibility of the Project.
2. Consultations, negotiations, and documentation supporting the procurement of Project
financing.
3. Surveys, site evaluations, legal descriptions and aerial photographs.
4. Appraisals of existing equipment, existing properties, new equipment and developed properties.
5. Soils, subsurface and environmental studies, reports and investigations required for submission
to governmental authorities or others having jurisdiction over the Project.
6. Consultations and representations other than normal assistance in securing building permits,
before governmental authorities or others having jurisdiction over the Project.
7. Investigation or making measured drawings of existing conditions or the verification of
drawings or other Owner -provided information.
8. Artistic renderings, models and mockups of the Project or any part of the Project or the Work.
9. Inventories of existing furniture, fixtures, furnishings and equipment which might be under
consideration for incorporation into the Work.
10. Reserved
11. Reserved
12. Reserved
13. Estimates, proposals, appraisals, consultations, negotiations and services in connection with the
repair or replacement of an insured loss, if CH2M HILL is an insured under the applicable insurance
policy.
14. The premium portion of overtime work ordered by Owner including productivity impact costs.
15. Document reproduction exceeding the limits provided for in this Agreement.
16. Out-of-town travel in connection with the Work, except between CH2M HILL'S office, Owner's
office and the Project site.
17. Obtaining service contractors and training maintenance personnel, assisting and consulting in
the use of systems and equipment after the initial start up, and adjusting and balancing of systems
and equipment, except for obtaining such contractors and personnel to fulfill warranty and/or
contractual obligations in which case such services shall be considered BASIC SERVICES.
18. Services for tenant or rental spaces not a part of this Agreement.
19. Services requested by Owner or required by the Work which are not specified in the Contract
Documents and which are not normally part of generally accepted construction practice or are not
required to complete the Work in compliance with Contract Documents.
20. Serving or preparing to serve as an expert witness in connection with any proceeding, legal or
otherwise, regarding the Project, except where allegations are made regarding CH2M HILL's acts or
omissions regarding the performance of the Work.
ARTICLE 4 OWNER'S RESPONSIBILITIES
4.1 Information and Services Provided by Owner
4.1.1 Owner shall provide known information in a timely manner regarding requirements for the
Project, including the Owner's Program.
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4.1.2 Owner shall provide:
1. all known information, as requested by CH2M HILL, describing the physical
characteristics of the site, including surveys, site evaluations, legal descriptions, existing
conditions, subsurface and environmental studies, reports and investigations;
2. inspection and testing services during construction as required by law or as mutually
agreed; and
3. unless otherwise provided in the Contract Documents, necessary approvals, site plan
review, rezoning, easements and assessments, necessary permits, fees and charges required
for the construction, use, occupancy or renovation of permanent structures, including legal
and other require services.
4.1.3 Owner shall provide reasonable evidence satisfactory to CH2M HILL, prior to commencing
the Work and during the progress of the Work, that sufficient funds are available and committed for
the entire cost of the Project, including an agreed upon contingency for changes in the Work as may
be approved in the course of the Work. Unless such reasonable evidence is provided, CH2M HILL
shall not be required to commence or continue the Work. CH2M HILL may stop Work after seven
(7) days' written notice to Owner if such evidence is not presented within a reasonable time. The
failure of CH2M HILL to insist upon the providing of this evidence at any one time shall not be a
waiver of Owner's obligation to make payments pursuant to this Agreement, nor shall it be a waiver
of CH2M HILL'S right to request or insist that such evidence be provided at a later date.
4.1.4 CH2M HILL shall be entitled to reasonably rely on the completeness and accuracy of the
information and services required by this Paragraph 4.1.
4.2 Reserved
4.3 Owner's Responsibilities During Construction Phase
4.3.1 Owner shall review and timely approve the Schedule of the Work as set forth in
Subparagraph 3.3.4.
4.3.2 If Owner becomes aware of any error, omission or failure to meet the requirements of the
Contract Documents or any fault or defect in the Work, Owner shall give prompt written notice to
CH2M HILL. CH2M HILL has a reciprocal obligation to Owner.
4.3.3 Owner shall communicate with CH2M HILL'S Subcontractors and Suppliers only through
CH2M HILL. Owner shall have no contractual obligations to Subcontractors or Suppliers.
4.3.4 Owner may provide insurance for the Project as provided in Article 11.
4.4 Owner's Representative
Owner's representative, designated in Article 1 and agreed to by CH2M HILL:
1. shall be fully acquainted with the Project;
2. agrees to furnish the information and services required of Owner pursuant to Paragraph 4.1 so as
not to unreasonably delay CH2M HILL'S Work; and
3. shall have authority to bind Owner in all matters requiring Owner's approval, authorization or
written notice, unless Owner has provided notice to CH2M HILL regarding limitations or Owner
approval, authorization or notice is otherwise governed by law.
If Owner changes its representative or the representative's authority as listed above, Owner shall notify
CH2M HILL in advance in writing.
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ARTICLE 5 SUBCONTRACTS
Work not performed by CH2M HILL with its own forces shall be performed by Subcontractors.
5.1 Retaining Subcontractors
CH2M HILL shall provide Owner with reasonable notice of proposed subcontractors and pricing for
subcontracts valued in excess of $25,000 and shall not retain any Subcontractor to whom Owner has a
reasonable and timely objection, provided that Owner agrees to compensate CH2M HILL for any
additional costs incurred by CH2M HILL as a result of such objection. CH2M HILL shall not be required
to retain any Subcontractor to whom CH2M HILL has a reasonable objection.
5.2 Management of Subcontractors
CH2M HILL shall be responsible for the management of Subcontractors in the performance of their work.
5.3 Assignment of Subcontract Agreements
CH2M HILL shall provide for assignment of subcontract agreements in the event that Owner terminates
this Agreement for cause as provided in Paragraph 12.2. Following such termination, Owner shall notify
in writing those Subcontractors whose assignments will be accepted, subject to the rights of sureties.
ARTICLE 6 CONTRACT TIME
6.1 Commencement of the Work
Unless otherwise specified, the Work shall commence upon receipt of a written Notice to Proceed and
shall proceed in general accordance with any agreed Schedule of Work as such schedule may be amended
from time to time, subject, however, to the provisions of Paragraph 3.4 and Subparagraph 4.1.3.
6.2 Substantial Completion
The parties shall establish a date of Substantial Completion and any agreed Schedule of Work shall be
updated to reflect such a date. Owner and CH2M HILL recognize that time is of great importance in the
performance of this Agreement and that Owner will enjoy substantial benefit if the Work is completed by
the Substantial Completion date set forth in any agreed Schedule of Work and that Owner will suffer
substantial detriment if Work is not completed by the Substantial Completion date set forth in any agreed
Schedule of Work.. CH2M HILL shall use its best efforts to complete the Work by the Substantial
Completion date.
6.3 Force Majeure
6.3.1 If causes beyond CH2M HILL'S control delay the progress of the Work, then, compensation
for Construction Phase Services, CH2M HILL'S Fee, the GMP, and/or the date of Substantial
Completion may be modified by Change Order as appropriate. Such causes shall include but not be
limited to:, acts or omissions of Owner or separate contractors employed by Owner, , Hazardous
Waste which are not identified in the Contract Documents as objects of remediation, subject to
Article 3.4, differing site conditions only if contrary to contract documents or not reasonably
anticipated, adverse weather conditions not reasonably anticipated, fire, unusual transportation
delays, labor disputes, or unavoidable accidents or circumstances.
6.3.2 In the event delays to the project are encountered for any reason, the parties agree to
undertake reasonable steps to mitigate the effect of such delays.
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ARTICLE 7 COMPENSATION
7.1 Initial Payment
Upon execution of this Agreement an initial payment as set forth in Attachment B, Compensation
Schedule, shall be made to CH2M HILL. The amount of the initial payment shall be credited to Owner's
account at final payment.
7.2 Design Phase Compensation
7.2.1 The cost of services performed directly by the Engineer is computed separately and is
compensated under separate agreement with CH2M HILL.
7.2.2 Reserved
7.2.3 Reserved
7.2.4 Reserved
7.3 Construction Phase Compensation
7.3.1 Owner shall compensate CH2M HILL for Work performed following the commencement of
the Construction Phase on the following basis:
1. the Cost of the Work as allowed in Article 8; and
2. CH2M HILL'S Fee described in Attachment B, Compensation Schedule, subject to
adjustment as provided in Paragraph 7.5. CH2M HILL's Fee shall be paid proportionately to
the ratio that the monthly Cost of the Work bears to the total estimated Cost of the Work.
7.3.2 CH2M HILL guarantees that the maximum obligation of Owner for the sum of the
Construction Phase Cost of the Work plus CH2M HILL's Fee shall not exceed the GMP as it may be
adjusted from time to time pursuant to Articles 6 and 9. Further, Owner agrees to share with
CH2M HILL on a 50/50 basis any savings accrued to the Owner on the basis of the total sum of the
actual cost of the construction work below the GMP.
7.3.3 Payment for Construction Phase Services shall be as set forth in Article 10. If Design Phase
Services continue to be provided after construction has commenced, CH2M HILL shall also
continue to be compensated under separate agreement as provided in Paragraph 7.2.
7.4 CH2M HILL's Fee
CH2M HILL's Fee includes the following:
1. salaries and other mandatory or customary compensation of CH2M HILL's employees at its
principal and branch offices, except employees listed in Subparagraph 8.2.2;
2. general and administrative expenses of CH2M HILL's principal and branch offices other than
the field office, except as may be expressly included in Article 8; and
3. CH2M HILL's capital expenses, including interest on CH2M HILL's capital employed for the
Work.
4. Profit and contingency.
7.5 Adjustment in CH2M HILL's Fee
Adjustment in CH2M HILL'S Fee shall be made as follows:
1. for changes in the Work as provided in Article 9; CH2M HILL's fee shall be adjusted as set
forth in Attachment D, GMP Option to Construction Agreement, Article 8.0 Change Orders;
2. for delays in the Work not caused by CH2M HILL, there may be an equitable adjustment in
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CH2M HILL'S fee to compensate CH2M HILL for increased expenses; and
3. if CH2M HILL is placed in charge of managing the replacement of an insured or uninsured loss,
CH2M HILL shall be paid a mutually agreed upon additional Fee, except if the loss arises from
or is related to CH2M HILL's acts or omissions..
ARTICLE 8 COST OF THE WORK
Owner agrees to pay CH2M HILL for the Cost of the Work as defined in this Article. This payment shall
be in addition to CH2M HILL's Fee stipulated in Article 7.
8.1 Reserved
8.2 Cost Items for Construction Phase Services
8.2.1 Wages paid for labor in the direct employ of CH2M HILL in the performance of the Work.
8.2.2 Salaries of CH2M HILL's employees when stationed at the field office, in whatever capacity
employed, employees engaged on the road expediting the production or transportation of material
and equipment, and employees from the principal or branch office performing the functions set forth
in Attachment B, Compensation Schedule.
8.2.3 Cost of all employee benefits and taxes including but not limited to workers' compensation,
unemployment compensation, Social Security, health, welfare, retirement and other fringe benefits
as required by law, labor agreements, or paid under CH2M HILL's standard personnel policy, insofar
as such costs are paid to employees of CH2M HILL who are included in the Cost of the Work under
Subparagraphs 8.2.1 and 8.2.2.
8.2.4 Reasonable transportation, travel, hotel and moving expenses of CH2M HILL's personnel
incurred in connection with the Work.
8.2.5 Cost of all materials, supplies and equipment incorporated in the Work, including costs of
inspection, testing, transportation, storage and handling.
8.2.6 Approved payments made by CH2M HILL to Subcontractors for work performed under this
Agreement.
8.2.7 Reserved
8.2.8 Cost, including transportation and maintenance of all materials, supplies, equipment,
temporary facilities and hand tools not owned by the workers that are used or consumed in the
performance of the Work, less salvage value; and cost less salvage value on such items used, but not
consumed that remain the property of CH2M HILL.
8.2.9 Rental charges of all necessary machinery and equipment, exclusive of hand tools owned by
workers, used at the site of the Work, whether rented from CH2M HILL or others, including
installation, repair and replacement, dismantling, removal, maintenance, transportation and delivery
costs at rental charges consistent with those prevailing in the area.
8.2.10 Cost of the premiums for all insurance and surety bonds which CH2M HILL is required to
procure.
8.2.11 Sales, use, gross receipts or other taxes, tariffs or duties related to the Work for which
CH2M HILL is liable.
8.2.12 Permits, fees, licenses, tests, royalties, damages for infringement of patents and/or
copyrights, including costs of defending related suits for which CH2M HILL is not responsible as set
forth in Paragraph 3.5, and deposits lost for causes attributable to Owner and other than
CH2M HILL's negligence.
8.2.13 Losses, expenses or damages to the extent not compensated by insurance or otherwise, and
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 12
the cost of corrective work during the Construction Phase and for a period of one year following the
date of Substantial Completion. [Clause re -instated]
8.2.14 All reasonable costs associated with establishing, equipping, operating, maintaining and
demobilizing the field office.
8.2.15 Reproduction costs, photographs, cost of telegrams, facsimile transmissions, long distance
telephone calls, data processing services, postage, express delivery charges, telephone service at the
site and reasonable petty cash expenses at the field office.
8.2.16 All water, power and fuel costs necessary for the Work.
8.2.17 Cost of removal of all non -hazardous substances, debris and waste materials and of those
hazardous materials identified in the Contract Documents as objects of remediation, if any.
8.2.18 Costs incurred due to an emergency affecting the safety of persons and/or property; provided
that CH2M HILL acts in compliance with Section 9.7.
8.2.19 Legal, mediation and arbitration fees and costs, other than those arising from disputes among
Owner, CH2M HILL and third parties, allegedly resulting from CH2M HILL'S acts or omissions in
performance of the Work.
8.2.20 All .costs directly incurred in the performance of the Work or in connection with the Project,
and not included in CH2M HILL'S Fee as set forth in Article 7, which are reasonably inferable from
the Contract Documents as necessary to produce the intended results
8.3 Discounts
All discounts for prompt payment shall accrue to Owner to the extent such payments are made by Owner
through providing such payments to CH2M HILL or directly.. All, rebates and refunds, and all returns
from sale of surplus materials and equipment, shall be credited to the Cost of the Work.
ARTICLE 9 CHANGES IN THE WORK
Changes in the Work which are within the general scope of this Agreement may be accomplished by
Change Order without invalidating this Agreement.
9.1 Change Orders
A Change Order is a written instrument, issued after execution of this Agreement, signed by Owner and
CH2M HILL stating their agreement upon a change and the adjustment in , cost items for Construction
Phase Services, CH2M HILL'S Fee, and/or the date of Substantial Completion.
9.2 Construction Change Directive
If a Change Order cannot be agreed upon, the Owner may issue a Construction Change Directive to
CH2M HILL ordering that CH2M HILL shall perform the Work identified. CH2M HILL shall perform
the Work as identified in the Construction Change Directive, reserving its claims, if any, for adjustments
in costs, fee and time.
9.3 No Obligation to Perform
CH2M HILL shall not be obligated to perform changed Work until a Change Order has been executed by
Owner and CH2M HILL, except as provided in Paragraph 9.7or in Paragraph 9.2.
9.4 Adjustment of Unit Prices
If a proposed Change Order alters original quantities to a degree that application of previously agreed to
unit prices would be inequitable to either Owner or CH2M HILL, the unit prices may be equitably
adjusted upon mutual agreement.
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 13
9.5 Unknown Conditions
If in the performance of the Work CH2M HILL finds and provides notice as required in Paragraph 9.6 of
latent, concealed or subsurface physical conditions which differ from the conditions CH2M HILL
reasonably anticipated, or if physical conditions are materially different from those normally encountered
and generally recognized as inherent in the kind of work provided for in this Agreement, then
compensation for CH2M HILL'S Fee, Cost Items for Construction Phase Services, the GMP, and/or the
date of Substantial Completion may be equitably adjusted by Change Order within twenty-one (21) days
after submittal of the claim to the Owner.
9.6 Claims for Additional Cost or Time
For any claim for an increase in , compensation for CH2M HILL's Fee, Cost Items for Construction Phase
Services, the GMP, and/or an extension in the date of Substantial Completion, CH2M HILL shall give
Owner written notice of the claim within twenty-one (21) days after the occurrence giving rise to the claim
or within twenty-one (21) days after CH2M HILL first should have recognized the condition giving rise to
the claim, whichever is later. Except in an emergency (concurred in by Owner), notice shall be given
before proceeding with the Work. Any change in , compensation for CH2M HILL'S Fee, the GMP, and/or
date of Substantial Completion resulting from such claim shall be authorized only by Change Order, if
appropriate.
9.7 Emergencies
In any emergency affecting the safety of persons and/or property, CH2M HILL shall act, at its discretion,
to prevent threatened damage, injury or loss; provided that CH2M HILL shall make reasonable efforts to
consult with and achieve Owner's concurrence before proceeding. Any change in , CH2M HILL's Fee,
Cost Items for Construction Phase Services and/or extension of the date of Substantial Completion on
account of emergency work shall be determined as provided in this Article.
ARTICLE 10 PAYMENT FOR CONSTRUCTION PHASE SERVICES
10.1 Progress Payments
10.1.1 Each month after the Construction Phase has commenced, CH2M HILL shall submit to
Owner an Application for Payment consisting of the Cost of the Work performed through the
previous month, including the cost of material stored on the site or at other locations approved by
Owner, along with a proportionate share of CH2M HILL's Fee. For material stored off site, CH2M
HILL shall provide Owner with evidence of insurance coverage for loss or damage to such material.
Prior to submission of the next Application for Payment, CH2M HILL shall furnish to Owner a
statement accounting for the disbursement of funds received under the previous Application. The
extent of such statement shall be as agreed upon between Owner and CH2M HILL.
10.1.2 Within twenty-five (25) days after receipt and Owner approval of each monthly Application
for Payment, Owner shall pay directly to CH2M HILL the appropriate amount for which Application
for Payment is made, less amounts previously paid by Owner. In the event of a disputed Application
for Payment, only the amount reasonably contested may be withheld from payment.
10.1.3 If Owner fails to pay CH2M HILL at the time payment of any undisputed amount becomes
due, then CH2M HILL may, at any time thereafter, upon serving written notice that the Work will be
stopped within five (5) days after receipt of the notice by Owner, and after such five (5) day period,
stop the Work until payment of the amount owing has been received.
10.1.4 Undisputed payments due but unpaid shall bear interest at the rate of 1% per month.
10.1.5 CH2M HILL warrants and guarantees that title to all Work, materials and equipment covered
by an Application for Payment, whether incorporated in the Project or not, will pass to Owner upon
receipt of such payment by CH2M HILL free and clear of all liens, claims, security interests or
encumbrances, hereinafter referred to as "liens"; provided that CH2M HILL shall maintain
insurance, naming Owner as an additional insured, for loss or damage to such Work, materials and
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 14
equipment, regardless of location or title.
10.1.6 Owner's progress payment, occupancy or use of the Project, whether in whole or in part,
shall not be deemed an acceptance of any Work not conforming to the requirements of the Contract
Documents.
10.1.7 Upon Substantial Completion of the Work, Owner shall pay CH2M HILL the unpaid balance
of the Cost of the Work and CH2M HILL'S Fee, less a sum equal to CH2M HILL'S estimated cost of
completing any unfinished items as agreed to between Owner and CH2M HILL as to extent and time
for completion. Owner thereafter shall pay CH2M HILL monthly the amount retained for
unfinished items as each item is completed.
10.1.8 For all payments to CH2M HILL, Owner shall withhold such funds as required by law,
including without limitation Ch. 60.28 RCW. CH2M HILL shall have such rights as provided by
law to provide alternative security for statutory retainage.
10.2 Final Payment
10.2.1 Final payment, consisting of the unpaid balance of the Cost of the Work, CH2M HILL's Fee,
and 50% of any GMP under -runs, shall be due and payable when the Work is fully completed.
Before issuance of final payment, Owner may request satisfactory evidence that all payrolls,
materials bills and other indebtedness connected with the Work have been paid or otherwise satisfied
and that all indebtedness as required by law has been satisfied.
10.2.2 In making final payment Owner waives all claims except for:
1. outstanding liens;
2. improper performance, workmanship or defective materials appearing within one year
after the date of Substantial Completion;
3. Work not in conformance with the Contract Documents; and
4. terms of any special warranties required by the Contract Documents.
10.2.3 In accepting final payment, CH2M HILL waives all claims except those previously made in
writing and which remain unsettled.
ARTICLE 11 INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION AND BONDS
11.1 Indemnity
11.1.1 To the fullest extent permitted by law, CH2M HILL shall defend, indemnify and hold Owner
harmless from all claims for bodily injury and property damage (other than to the Work itself and
other property insured under Paragraph 11.5) , including resulting loss of use that may arise from the
performance of the Work, to the extent of breach of contract, negligence or willful misconduct
attributed to such acts or omissions by CH2M HILL, Subcontractors or anyone employed directly or
indirectly by any of them or by anyone for whose acts any of them may be liable. CH2M HILL shall
not be required to defend, indemnify or hold harmless Owner for any sole or proportionate breaches,
acts, omissions, willful misconduct or negligence of Owner, Owner's employees, agents or separate
contractors.
11.2 CH2M HILL's Liability Insurance
11.2.1 CH2M HILL shall obtain and maintain insurance coverage with a Best rated A -VIII or better
company admitted to do business in the State of Washington for the following claims which may
arise out of the performance of this Agreement, whether resulting from CH2M HILL'S operations or
by the operations of any Subcontractor, Subsubcontractor, or anyone in the employ of any of them,
or by an individual or entity for whose acts they may be liable.
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 15
1. workers' compensation, disability and other employee benefit claims under acts
applicable to the Work;
2. under applicable employers liability law, bodily injury, occupational sickness, disease or
death claims of CH2M HILL'S employees;
3. bodily injury, sickness, disease or death claims for damages to persons not employed by
CH2M HILL;
4. usual personal injury liability claims for damages directly or indirectly related to the
person's employment by CH2M HILL or for damages to any other person,
5. damage to or destruction of tangible property, including resulting loss of use, claims for
property other than the Work itself and other property insured under Paragraph 11.5;
6. bodily injury, death or property damage claims resulting from motor vehicle liability in
the use, maintenance or ownership of any motor vehicle; and
7. contractual liability claims involving CH2M HILL'S obligations under
Subparagraph 11.1.1.
11.2.2 CH2M HILL'S Workers' Compensation and Employer's Liability, Commercial General, and
Automobile Liability Insurance as required by Subparagraph 11.2.1 shall be written for not less than
the following limits of liability:
1 Workers' Compensation Statutory
Employer's Liability
a. Bodily Injury by Accident $5,000,000 each accident
b. Bodily Injury by Disease $5,000,000 policy limit
c. Bodily Injury by Disease $5,000,000 each
employee
2. Commercial General Liability Insurance
a. Each Occurrence Limit $ 5,000,000
b. General Aggregate $ 5,000,000
c. Products/Completed
Operations Aggregate $ 5,000,000
d. Personal and Advertising
Injury Limit $ 5,000,000
3. Comprehensive Automobile Liability Insurance
a. Combined Single Limit
Bodily Injury and
Property Damage $ 5,000,000
or
b. Bodily Injury
Each Occurrence
$ 5,000,000
Each Person
$ 5,000,000
Each Occurrence
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 16
c. Property Damage
$ 5,000,000
Each Occurrence
11.2.3 Commercial General Liability Insurance may be arranged under a single policy for the full
limits required or by a combination of underlying policies and an Excess or Umbrella Liability
policy.
11.2.4 The policies shall contain a provision that coverage will not be canceled or not renewed until
at least thirty (30) days' prior written notice has been given to Owner. The Owner (City of Yakima),
its officers, employees and boards shall be named as additional insureds and such endorsement shall
be provided to the Owner. Certificates of insurance showing required coverage to be in force shall be
filed with Owner prior to commencement of the Work. Any wording on a certificate of insurance to
the effect that failure to mail notice to Owner shall impose no obligation or liability of any kind on
the insurance company shall be stricken. CH2M HILL shall provided replacement insurance for any
cancelled or non -renewed insurance.
11.2.5 Products and Completed Operations insurance shall be maintained for a minimum period of
at least two year(s) after either ninety (90) days following the date of Substantial Completion or final
payment, whichever is earlier.
11.3 Reserved
11.4 Owner's Liability Insurance
Owner shall be responsible for obtaining and maintaining its own liability insurance. Insurance for claims
arising out of the performance of this Agreement may be purchased and maintained at Owner's discretion.
11.5 Insurance to Protect Project
11.5.1 CH2M HILL shall obtain and maintain Builder's Risk Property Insurance on an All Risk
form, including work and materials, upon the entire project for the full replacement cost at the time
of loss. This insurance shall include as named insureds Owner, Contractor, Architect/Engineer,
Subcontractors and Subsubcontractors. The policy shall insure against direct risk of physical loss or
damage including flood or other water damage, earthquake, transit, off premises storage, boiler and
machinery, delay in opening, testing (both hot and cold) and damage resulting from defective design,
faulty workmanship or materials. Minimum deductible for all risks perils is $1,000 except flood and
earthquake which shall be $25,000 and $50,000 respectively. Subcontractors and Subsubcontractors
shall be responsible for up to a $1,000 deductible per the Subcontract Terms and Conditions.
Owner and subcontractor(s) shall maintain at their option, separate all risk commercial property
insurance to cover their property, tools and equipment not covered by the Builder's Risk Insurance
Policy.
11.5.2 If Owner occupies or uses a portion of the Project prior to its Substantial Completion, such
occupancy or use shall not commence prior to a time mutually agreed to by Owner and CH2M HILL
and to which the insurance company or companies providing the property insurance have consented
by endorsing the policy or policies. This insurance shall not be canceled or lapsed on account of
partial occupancy. Consent of CH2M HILL to such early occupancy or use shall not be
unreasonably withheld.
11.6 Property Insurance Loss Adjustment
11.6.1 Any insured loss shall be adjusted with Owner and CH2M HILL and made payable to
Owner and CH2M HILL as trustees for the insureds, as their interests may appear, subject to any
applicable mortgagee clause.
11.6.2 Upon the occurrence of an insured loss, monies received will be deposited in a separate
account and the trustees shall make distribution in accordance with the agreement of the parties in
interest, or in the absence of such agreement, in accordance with a court order.
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 17
11.7 Waiver of Subrogation
11.7.1 Owner and CH2M HILL waive all rights against each other, the Engineer, and any of their
respective employees, agents, consultants, subcontractors and subsubcontractors for damages caused
by risks covered by insurance provided in Paragraph 11.5 to the extent they are covered by that
insurance, except such rights as they may have to the proceeds of such insurance held by Owner and
CH2M HILL as trustees. CH2M HILL shall require similar waivers from the Engineer and all
Subcontractors, and shall require each of them to include similar waivers in their subsubcontracts
and consulting agreements.
11.7.2 Owner waives subrogation against CH2M HILL, Engineer, Subcontractors and
Subsubcontractors on all property and consequential loss policies carried by Owner on adjacent
properties and under property and consequential loss policies purchased for the Project after its
completion. [Edit re -instated]
11.7.3 If the policies of insurance referred to in this Paragraph require an endorsement to provide
for continued coverage where there is a waiver of subrogation, the owners of such policies will cause
them to be so endorsed.
11.8 Performance Bond and Payment Bond
11.8.1 The Owner shall require CH2M HILL to furnish bonds covering faithful performance of the
Agreement and payment of obligations arising thereunder as required by law on the date of
execution of the Agreement.
11.8.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds
covering payment of obligations arising under the Agreement, CH2M HILL shall promptly furnish a
copy of the bonds or shall permit a copy to be made.
ARTICLE 12 TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM
CH2M HILL'S RESPONSIBILITIES
12.1 Termination By CH2M HILL
12.1.1 Upon fifteen (15) days' written notice to Owner and in the absence of correction or
commencement of action to cure, CH2M HILL may terminate this Agreement for any of the
following reasons:
1. if the Work has been stopped for a thirty (30) day period
a. under court order or order of other governmental authorities having jurisdiction;
b. as a result of the declaration of a national emergency or other governmental act
during which, through no act or fault of CH2M HILL, materials are not available; or
c. because of Owner's failure to pay CH2M HILL in accordance with this Agreement;
2. if the Work is suspended by Owner for one hundred twenty (120) days;
3. if Owner materially delays CH2M HILL in the performance of the Work;
4 if Owner otherwise materially breaches this Agreement; or
5. if Owner fails to furnish reasonable evidence that sufficient funds are available and
committed for the entire cost of the Project in accordance with Subparagraph 4.1.3 of this
Agreement.
12.1.2 If Owner fails to cure or fails to commence cure with fifteen (15) days, upon termination by
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 18
CH2M HILL in accordance with Subparagraph 12.1.1, CH2M HILL shall be entitled to recover
from Owner payment for all Work executed and for any proven loss, cost or expense in connection
with the Work, plus all demobilization costs and reasonable damages. In addition, CH2M HILL
shall be paid an amount calculated as set forth either in Subparagraph 12.3.1 or 12.3.2, depending on
when the termination occurs, and Subparagraphs 12.3.3 and 12.3.4. [Edit re -instated, see re -written
article 12.3.2]
12.2 Owner's Right to Perform CH2M HILL's Obligations and Termination by Owner for Cause
12.2.1 If CH2M HILL persistently fails to perform any of its obligations under this Agreement,
Owner may, after fifteen (15) days written notice, during which period CH2M HILL fails to perform
such obligation or undertakes to perform such obligations. The GMP shall be reduced by the cost to
Owner of performing such obligations.
12.2.2 Upon fifteen (15) days written notice to CH2M HILL and CH2M HILL'S surety, if any,
Owner may terminate this Agreement for any of the following reasons:
1. if CH2M HILL persistently utilizes improper materials and/or inadequately skilled
workers;
2. if CH2M HILL does not make proper payment to laborers, Suppliers or Subcontractors;
3. if CH2M HILL materially fails to abide by the orders, regulations, rules, ordinances or
laws of governmental authorities having jurisdiction; or
4. if CH2M HILL otherwise materially breaches this Agreement.
If CH2M HILL fails to cure within the fifteen (15) days, Owner, without prejudice to any other right
or remedy, may take possession of the site and complete the Work utilizing any reasonable means.
In this event, CH2M HILL shall not have a right to further payment until the Work is completed.
12.2.3 If CH2M HILL files a petition under the Bankruptcy Code, this Agreement shall terminate if
CH2M HILL or CH2M HILL'S trustee rejects the Agreement or, if there has been a default,
CH2M HILL is unable to give adequate assurance that CH2M HILL will perform as required by this
Agreement or otherwise is unable to comply with the requirements for assuming this Agreement
under the applicable provisions of the Bankruptcy Code.
12.2.4 In the event Owner exercises its rights under Subparagraph 12.2.1 or 12.2.2, upon the
request of CH2M HILL Owner shall provide a detailed accounting of the cost incurred by Owner.
12.3 Termination by Owner Without Cause
If Owner terminates this Agreement other than as set forth in Paragraph 12.2, Owner shall pay
CH2M HILL for all Work executed and for any proven loss, cost or expense in connection with the Work,
plus all demobilization costs. In addition, CH2M HILL shall be paid an amount calculated as set forth
below:
1. If Owner terminates this Agreement prior to commencement of the Construction Phase,
CH2M HILL shall be paid 25% of CH2M HILL'S Fee as set forth in Clause 7.3.1.2.
2. If Owner terminates this Agreement after commencement of the Construction Phase,
CH2M HILL shall be paid a proportional amount of CH2M HILL'S fee that is equal to the ratio of
the total cost of the Work through the date of termination compared to the cost component of the
GMP plus an additional 10% fee. In addition, CH2M HILL shall be paid the same percentage
multiplied by CH2M HILL'S share of the estimated Owner accrued savings, if any, on the date of
termination computed as set forth in Subparagraph 7.3.2.
3. In either event, the initial payment as provided in Paragraph 7.1 shall be credited to Owner's
account at the time of termination.
4. Owner shall also pay to CH2M HILL fair compensation, either by purchase or rental at the
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 19
election of Owner, for any equipment retained. Owner shall assume and become liable for
obligations, commitments and unsettled claims that CH2M HILL has previously undertaken or
incurred in good faith in connection with the Work or as a result of the termination of this
Agreement. As a condition of receiving the payments provided under this Article 12, CH2M HILL
shall cooperate with Owner by taking all steps necessary to accomplish the legal assignment of
CH2M HILL'S rights and benefits to Owner, including the execution and delivery of required papers.
12.4 Suspension by Owner for Convenience
12.4.1 Owner may order CH2M HILL in writing to suspend, delay or interrupt all or any part of the
Work without cause for such period of time as Owner may determine to be appropriate for its
convenience.
12.4.2 Adjustments may be made for increases or changes in compensation for Cost Items for
Construction Phase Services, CH2M HILL'S Fee and/or the date of Substantial Completion as a
result of suspension, delay or interruption. No adjustment shall be made if CH2M HILL is or
otherwise would have been responsible for the suspension, delay or interruption of the Work, or if
another provision of this Agreement is applied to render an equitable adjustment.
ARTICLE 13 DISPUTE RESOLUTION
13.1 Initial Dispute Resolution
If a dispute arises out of or relates to this Agreement or its breach, the parties shall endeavor to settle the
dispute first through direct discussions. If the dispute cannot be settled through direct discussions, the
parties shall submit the dispute to a mutually acceptable neutral third party mediator skilled in the review
of Construction contracts. The location of the mediation shall be the location of the Project. The parties
agree to conclude such mediation within sixty (60) days of selection of the mediator. The mediator of any
dispute under this Agreement shall not serve as arbitrator of such dispute unless otherwise agreed.
13.2 Mutual Agreement Required to Arbitrate
Any controversy or claim arising out of or relating to this Agreement or its breach not resolved by
mediation, except for claims which have been waived by the making or acceptance of final payment, may
only be decided by hearing before an arbitrator by mutual consent of both parties. If the parties are unable
to agree on arbitration, then no arbitration shall occur Either party, for any reason, may withhold
agreement to arbitrate.. If arbitration is agreed to, the parties agree that all parties necessary to resolve a
claim shall be parties to the same arbitration proceeding; provided that any other parties are not required to
consent to arbitration in which case no arbitration shall occur. Appropriate provisions shall be included in
all other contracts relating to the Work to provide for the consolidation of arbitrations.
13.2 Prevailing Party Fees and Costs
The prevailing party in any dispute arising out of or relating to this Agreement or its breach that is
resolved by arbitration or litigation shall be entitled to recover from the other party reasonable attorney's
fees, costs and expenses incurred by the prevailing party in connection with such arbitration or litigation
13.5 Work Continuance and Payment
Unless otherwise agreed in writing, CH2M HILL shall continue the Work and maintain the approved
schedules during any arbitration or litigation proceedings, unless such performance is not in compliance
with the Work requirements or in the Owner's opinion, detrimental to the Work.. If CH2M HILL
continues to perform, Owner shall continue to make payments in accordance with this Agreement, subject
to Owner's determination that Work should cease..
ARTICLE 14 MISCELLANEOUS PROVISIONS
14.1 Assignment
Neither Owner nor CH2M HILL shall assign their interest in this Agreement without the written consent
of the other, which shall not be unreasonably withheld, except as to the assignment of proceeds.
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 20
14.2 Governing Law
This Agreement shall be governed by the law of the State of Washington in effect. Venue for this
Agreement shall be Yakima County, Washington.
14.3 Severability
The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the
validity or continuing force and effect of any other provision.
14.4 No Waiver of Performance
The failure of either party to insist, in any one or more instances, on the performance of any of the terms,
covenants or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a
waiver or relinquishment of such term, covenant, condition or right with respect to further performance.
14.5 Titles
The title given to the Articles of this Agreement are for ease of reference only and shall not be relied upon
or cited for any other purpose.
14.6 Other Provisions
Other provisions applicable to CH2M HILL's work are listed in Attachment C, "Other Provisions".
ARTICLE 15 EXISTING CONTRACT DOCUMENTS
The Contract Documents in existence at the time of execution of this Agreement are listed in
Attachment C, "Other Provisions".
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 21
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
C
2M
HIL
Co
tructors, Inc.
Signature Signature
Printed Name
C� f�
ynci,lukr,
Title
Date
lek-
/VA -1216 E
Printed Name
`BOJ Lc c)f
Contract No. 2001-71
Attest
City Clerk
STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
17th
CFL (2SID,g
Title
Date.0-t(Q /.51,Q0
I certify that I know or have satisfactory evidence that
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 O((G
11 I
of CITY OF YAKIMA to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
Dated: (g,/.)q(-)i
Seal or Stamp
(Signature)
Title
//
L -
FINAL - 06/15/01
greement and General Conditions between City of Yakima and CH2M HILL Page 22
Printed Name
My commission expires:
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
i/Vk
I certify that I know or have satisfactory evidence that
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 J
fI j'p J Y t! , i (:).12 ri
of CH2M HILL Constructors, Inc. to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
Dated: /-5. f U!
Seal or Stamp
ignature)
1
-1!1 ,V14..,(,()
Title
%Qr / (} 11en)r,0-1
Printed Name
My commission expires: • !
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Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 23
ATTACHMENT A
OWNER'S PROGRAM
Owner: City of Yakima
Project: Wastewater Treatment Plant and Collection System Modifications
Date of Agreement: June 19, 2001
THE OWNER'S PROGRAM:
Page 1 of 4
Scope of Work
The following scope of work will be provided by CH2M HILL for the construction of the Wastewater Treatment
Plant and Collection System Modifications in Yakima, Washington.
The scope of work was prepared using the following information:
• Engineer's estimate prepared upon completion of the AKART (all know, available, and reasonable methods of
treatment) analysis (dated August 2000) for the Owner.
• Discussions with the Engineer from January 25, 2001 through April 18, 2001
• Site visit on January 25, and March 26, 2001 and discussions with Owner's Representative and plant staff.
• Engineer's preliminary drawings and specifications prepared through April 18, 2001.
TRICKLING FILTERS
The existing hydraulically operated drive units will be replaced with motorized mast -type center assemblies at each
trickling filter (2 total). The existing units will be removed and turned over to the Owner. The existing anchor bolts
011 the center foundation will be removed and replaced with new. Each unit will be inspected by the manufacturer's
representative before being turned over to the Owner.
Each Trickling Filter Arm will be fitted with new orifices and spreaders on the leading edge to provide a balanced
hydraulic condition and new orifice plates and spreaders will be installed on the trailing edge. New orifices will be
coated with moisture -cure urethane. Ports and gaskets at the end of each arm will be replaced.
Fasteners in the existing vertical trusses that suspend the arms from the center assemblies will be removed and
replaced with 304 stainless steel fasteners. Galvanizing, where disturbed during fastener removal, will be touched -up
with field -applied cold galvanizing.
New electrical conduits will enter the trickling filters from the side where the new electrical components are being
placed. The conduit feeding the new drive unit will be installed slightly under the rock media and cross the radius of
the trickling filter to reach the center assembly. Power will come from existing MCC -201 in the Trickling Filter
Pump Station and feed the New Trickling Filter Drive Panels with VFD's located in the Trickling Filter Pumping
Station. New control panels with will be provided with outputs to the existing TESCO Liquitronic PLC CP -201.A
local lock -out switch will be provided at the door to each Trickling Filter.
Assumptions:
• No additional work is anticipated to be done on the existing foundation.
• Only field painting of new orifices is included.
• Installation of the new drive units will be done by removing the center section of the domes.
• No revisions to the existing HVAC or plumbing systems is included.
Attachment A to
Construction Agreement and General Conditions between City of Yakima and CH2M HILL
FINAL - 06/15/01
Page 1
• No remote operation option is included.
TRICKLING FILTER PUMP STATION BYPASS
Approximately 125 linear feet (10 of new 16" ductile iron (DI) pipe will be installed between the Trickling Filter
Pump Station (pump #1) and Primary Clarifier #3 & 4 to bypass 5 to 10 mgd. Connection will be made inside the
pump station downstream of pump #1's discharge butterfly valve. Connections to the existing influent pipes to
Clarifiers #3 & #4 will be made with tapping saddles. Each connection will be provided with a butterfly valve that
can be actuated above grade. Existing asphalt and concrete aprons will be sawcut and removed. New pipe will be
installed approximately 4 feet deep and backfilled with select material. Asphalt areas and concrete removed will be
patched.
The 12" Industrial Waste Line will be extended at the Trickling Filter Pumping Station to within 5 feet of the east
wall using PVC pipe.
Assumptions:
• Pipe will be DI push on joint with mechanical joint fittings and mega lugs. Pipe coating will be standard from
the manufacturer and will be cement lined inside.
• No cathodic protection of any kind is included.
• No landscaping or seeding is included.
• No revisions to the existing HVAC or plumbing systems are included.
• All spoil material will be stockpiled on site.
TRICKLING FILTER CLARIFIER EFFLUENT PUMP STATION
Two (2) new vertical turbine pumps (7,000 gpm each) will be installed at the Trickling Filter Clarifier Effluent
Pump Station to pump effluent from the Trickling Filter Clarifier to the Aeration Basins. A new slab will be placed
on top of the existing slab. Holes will be cored into the top slab of the pump station and the new pumps installed.
Process pipe and valves on the discharge of these pumps will consist of 24 -inch steel pipe and will be discharged
into the adjacent side of the same structure. Discharge will be submerged. Pumps will be supplied with variable
frequency drives (VFDs). VFDs will be Nema 1, 6 Pulse. A new Weir Gate with Electric Actuator will be provided
to control flow and level using a level indicator and transmitter. A concrete plug will be poured in the existing
outfall pipe and the flap gate on the clarifier effluent pipe will be removed.
A overflow weir gate (with 1-1/2 hp motor) and level sensor will be installed to control flow to the Trickling Filter
Clarifier. Weir gate control panel will be located inside the Intermediate Degritter Building. Control signals will be
brought to the existing TESCO Liquitronic PLC CP-301in the Dechlorination Building.
Power for the pumps and the weir gate will be fed from MCC -3621 (located in the Chlorination Building) to the
existing MCC -2425/2426 in the Intermediate Degritter Building.
New Effluent Pump Control Panel with VFD's will be located in the Intermediate Degritter Building. Space will be
provided in the panel for an additional VFD for a future third pump. Controls will be brought to the existing TESCO
Liquitronic PLC CP-301in the Dechlorination Building.
Assumptions:
• No revisions to the existing HVAC or plumbing systems is included.
• Breaker shall be upsized to 150 amps for MCC 2425/2426.
Attachment A to FINAL - 06/15/01
Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 2
• Breaker inside effluent pump control panel shall be 110 amps, but wiring shall be sized for 150 amps
to accommodate a future third drive.
• A new 200 amp power conductor is included to facilitate new and future drive equipment.
• Local lockout for effluent pumps will be provided.
SLUDGE DISPOSAL
A new wood frame structure approximately 6ft x loft with T-111 siding with two doors will be built along the east
wall of the existing Intermediate Degritter Building .The existing wall that separates the existing structure from the
new structure will be removed to allow for cooling and heating in the existing building to control the climate in the
new structure. Existing air conditioner and vent will be relocated to the new east wall. The new structure will have a
metal roof and will extend the existing roof line of the Intermediate Degritter Building. A new sludge pump will be
installed within this structure.
A new floor drain will be installed in the new building. The new drain and the existing floor drain in the
Intermediate Degritter will be joined and routed to a catch basin east of the South Trickling Filter. The outlet of the
existing floor drain will be plugged.
Suction piping to the new pump will be the existing sludge suction pipe from the Trickling Filter Clarifier. The
suction piping will include a new site glass. A water line for pump priming will be installed from the hose bib in the
southeast corner of the Intermediate Degritter Building. Approximately 5001f of new 6" DI pipe will be installed
from the discharge of the new pump and routed to the dissolved air flotation thickener (DAFT). The discharge will
include a plug valve and sample cock in the Intermediate Degritter Building. The existing asphalt and concrete will
be sawcut and removed and patched upon completion. The new pipe will be installed approximately 4ft below
ground and will be backfilled with select material.
The discharge pipe will connect to the existing 8" WAS inside the DAFT building. A new mag meter will be
installed on the discharge line in the DAFT building. The mag meter will have a 4-20mA signal interface with the
TESCO Liquitronic control system in the DAFT building. A connection will also be made from the discharge in the
Intermediate Degritter to existing piping to allow discharge to the headworks.
Power will be fed from MCC -3621 (located in the Chlorination Building) to the existing MCC -2425/2426 in the
Intermediate Degritter Building. A Control Panel will be located in the Intermediate Degritter Building. Controls
will be brought to the existing TESCO Liquitronic PLC CP-301in the Dechlorination Building.
Assumptions:
• Existing trickling filter sludge pumps to remain in same location.
• DI pipe will be coated on the exterior with the manufactures standard coating and cement lined inside.
• Air conditioner and vent will be removed and relocated on the new east wall.
• No cathodic protection is included.
• No field painting is included.
• No landscaping or seeding is included.
INDUSTRIAL WASTE PUMPING STATION
The existing industrial waste pumps will be replaced with two (2) new 0.5 mgd vertical sewage pumps with VFDs.
Existing discharge piping and valves will be replaced with a new plug and check valve, expansion joint and
discharge elbow. Suction piping will be replaced with new inlet plug valve, inlet elbow and expansion joint. A new
level control for the wet well will be provided.
Attachment A to FINAL - 06/15/01
Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 3
A new control panel will be provided and located in the basement of the Industrial Waste Pumping Station. Control
signals from new Industrial Waste Control Panel will be routed to the existing Industrial Waste Control Panel on the
first floor of the Industrial Waste Pump Station. Existing 50 hp Robicon VFD will be removed. New VFDs will be
located in new control panel. Power will be provided by MCC -1325.
Assumptions:
• Local lockout will be provided.
• No revisions to the existing HVAC or Plumbing systems is included.
• Removed equipment and valves will be turned over to the Owner.
ELECTRICAL AND INSTRUMENTATION & CONTROLS (I & C)
Attached is Specification Section 13390 Package Control Systems describing in detail the electrical and I & C
provisions for the Scope of Work identified above.
SCHEDULE MILESTONES
The following schedule milestones shall be part of this Agreement and incorporated into any future project
schedules:
Mobilization 6/20/01
Install Trickling Filter (TF) distributor #1 8/03/01
Install TF distributor #2 11/02/01
Commission TF #1 8/17/01
Commission TF#2 11/16/01
Attachment A to FINAL - 06/15/01
Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 4
ATTACHMENT B
COMPENSATION SCHEDULE
Owner: City of Yakima
Project: Wastewater Treatment Plant and Collection System Modifications
Date of Agreement: June 19, 2001
Page 1 of 1
Owner shall compensate CH2M HILL in accordance with the schedule set forth below:
1. Owner's initial payment to CH2M HILL as contemplated by 917.1 of the Agreement shall be: $121,000
2. Construction Phase Total Estimated Cost per 1 8.2 of the Agreement shall be: $1,053,281
3. CH2M Hill's fee pursuant to 17.3.1.2 of the Agreement shall be: $166,023
4. Total GMP (sum of 2 and 3 above): $1,219,304
Attachment B to FINAL - 06/15/01
Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 1
ATTACHMENT C
OTHER PROVISIONS
Owner: City of Yakima
Project: Wastewater Treatment Plant and Collection System Modifications
Date of Agreement: June 19, 2001
Reserved
Page 1 of 1
Attachment C to FINAL - 06/15/01
Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 1
ATTACHMENT D
GMP OPTION
to
CONSTRUCTION AGREEMENT
BETWEEN OWNER AND CH2M HILL ON THE BASIS OF COST PLUS A FEE
Owner: City of Yakima
Project: Wastewater Treatment Plant and Collection System Modifications
Date of Agreement: June 19, 2001
Page 1 of 3
Owner and CH2M HILL hereby agree as follows:
1.0 The parties shall proceed as described in Paragraph 2.1 of the Agreement, Team Relationship, to permit the
Work to be constructed within the GMP and by the date of Substantial Completion as established by the mutually
agreed schedule.
2.0 GMP Proposal
2.1 In accordance with Attachment A, CH2M HILL has proposed a GMP comprised of amounts (a) Cost
Items for Construction Phase Services as provided in Paragraph 8.2.; and (b) costs which would otherwise be
attributable to CH2M HILL's fee as defined in Article 7.4 of this Agreement for corporate general and
administrative expenses, profit, and contingency.
2.2 The GMP is subject to modification as provided in Articles 6 and 9 of the Agreement, including
without limitation accepted Allowances.
2.3 Basis of GMP—CH2M HILL shall include with the GMP proposal a written statement of its basis,
which shall include:
1. a list of the drawings and specifications, including all addenda, which were used in preparation of
the GMP proposal;
2 a list of Allowances and a statement of their basis;
3. a list of the assumptions and clarifications made by CH2M HILL, and approved by the Owner, in
the preparation of the GMP proposal to supplement the information contained in the drawings and
specifications;
4. the date of Substantial Completion upon which the proposed GMP is based, and the Schedule of
Work upon which the date of Substantial Completion is based;
5 schedule of applicable alternate prices;
6 schedule of applicable unit prices;
7. statement of Additional Services included, if any; and
8. the time limit for acceptance of the GMP proposal
Attachment D to FINAL - 06/15/01
Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 1
2.4 CH2M HILL shall meet with Owner to review the GMP proposal. In the event that Owner discovers
any inconsistencies or inaccuracies in the information presented, Owner shall promptly give written notice to
CH2M HILL, who shall make appropriate adjustments to the GMP, its basis or both.
2.5 Unless Owner accepts the GMP proposal in writing on or before the date specified in the proposal for
such acceptance and so notifies CH2M HILL, the GMP proposal shall not be effective without written
acceptance by CH2M HILL.
2.6 Prior to Owner's acceptance of CH2M HILL'S GMP proposal, CH2M HILL shall not incur any cost to
be reimbursed as part of the Cost of the Work, except as provided in this Agreement or as Owner may
specifically authorize in writing.
2.7 Upon acceptance by Owner of the GMP proposal, the GMP and its basis shall be set forth in an
Amendment to this Agreement and shall be part of the Work as defined in Paragraph 2 4.1 of the Agreement.
2.8 The GMP shall include those taxes which are applicable at the time the GMP is established. However,
taxes shall be stated as a separate line item. If in accordance with Owner's direction an exemption is claimed
for taxes, Owner agrees to indemnify, defend and hold CH2M HILL harmless for any liability, penalty,
interest, fine, tax assessment, attorneys fees or other expense or cost incurred by CH2M HILL as a result of
any action taken by CH2M HILL in accordance with Owner's direction.
3.0 If Owner requests Additional Services pursuant to Paragraph 3.8 of the Agreement, Additional Services, such
Additional Services shall be considered a Change in the Work, unless they are specifically included in the statement
of the basis of the GMP. Making revisions to the documents forming the basis of the GMP after they have been
approved by Owner, and which are due to causes beyond the control of CH2M HILL shall be an Additional Service.
4.0 Owner shall review and timely accept the GMP. If construction commences prior to execution of the
Amendment referred in paragraph 2.7 of this Attachment, Owner's written Notice to Proceed shall list the documents
that are applicable to the part of the Work which Owner has authorized.
5.0 At such time as a GMP is accepted, a date of Substantial Completion of the Work shall be established and
incorporated into the agreed schedule.
6.0 The compensation to be paid under Paragraph 7.3 of the Agreement, Construction Phase Compensation, shall
be limited to the GMP, as the GMP may be adjusted under Article 9 of the Agreement.
7.0 The GMP shall be modified by Change Order as appropriate for any of the following:
7.1 costs incurred due to causes beyond CH2M HILL'S control as described in Paragraph 6.3.1 of the
Agreement, Force Majeure;
7.2 costs incurred pursuant to Paragraph 9.5 of the Agreement, Unknown Conditions.
7.3 costs incurred by CH2M HILL pursuant to Paragraph 9.7 of the Agreement, Emergencies.
7.4 costs incurred for procuring insurance pursuant to the provisions of Paragraph 11.5.5 of the
Agreement, Insurance to Protect the Project.
7.5 costs incurred as a result of suspension, delay or interruption as described in Paragraph 12.4.2 of the
Agreement, Suspension by Owner for Convenience.
7.6 changes in the Work as contemplated by Article 9 of the Agreement.
7.7 increases insurance premiums for increased limits in coverage pursuant to Paragraph 11.5.1
8.0 Changes Orders
8.1 Reserved
Attachment D to FINAL - 06/15/01
Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 2
8.2 An increase or decrease in the GMP resulting from a change in the Work shall be determined by one or
more of the following methods:
1. unit prices set forth in this Agreement or as subsequently agreed;
2. a mutually accepted, itemized lump sum;
3 costs determined as defined in Article 8 of the Agreement and a mutually acceptable sum for
overhead and profit; or
4. if an increase or decrease cannot be agreed to as set forth in Subparagraphs 8.2.1., 8.2.2., or 8.2.3
of this Attachment and Owner issues a written order for CH2M HILL to proceed with the change, the
adjustment in the cost component of the GMP, if any, shall be determined by the reasonable expense
and savings of the performance of the Work resulting from the change. If there is a net increase in the
cost component of the GMP, a reasonable adjustment (25%) will be made for CH2M HILL'S overhead
and profit. In case of a net decrease in the cost component of the GMP, the amount of decrease in the
GMP will not include a reduction for overhead and profit. CH2M HILL shall maintain a documented,
itemized accounting evidencing the expenses and savings.
8.3 If unit prices are adjusted pursuant to Paragraph 9.4 of the Agreement, Adjustment of Unit Prices, the
GMP shall be equitably adjusted.
8.4 The provisions of Paragraph 9.6 of the Agreement, Claims for Additional Cost or Time, shall apply to
any claim for an increase in the GMP. Any change in the GMP shall be authorized by Change Order.
9.0 The GMP shall be reduced by the cost to Owner of performing obligations pursuant to 12.2.1 of the
Agreement.
Attachment D to FINAL - 06/15/01
Construction Agreement and General Conditions between City of Yakima and CH2M HILL Page 3
1
American International Companies
Principal Bond Division
175 Water Street, 6th Floor
New York, NY 10038
PERFORMANCE BOND
(AIA 311)
KNOW ALL MEN BY THESE PRESENTS:
That CH2M Hill Constructors, Inc. , as
Principal, and American Home Assurance Company , as
Surety, are held and firmly bound unto
City of Yakima, Regional Waste Water Facility , as
Obhgee, in the sum of One Million Two Hundred Nineteen Thousand Three Hundred Four and 00/100 Dollars
($ 1,219,304.00 ), for the payment of which sum, well and truly to be made, the Principal and Surety bind
themselves, their heirs, executors, administrators, successors and assigns, jomtly and severally, firmly by these
presents.
WHEREAS, The Principal has entered into a written contract dated June 19, 2001 with the Obligee
for Wastewater Treatment Plant and Collection System Modifications
in accordance with drawings and
specifications prepared by which
contract is by reference made a part hereof, and is hereinafter referred to as the Contract.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and
faithfully perform said Contract, then this obligation shall be null and void; otherwise it shall remam in full force
and effect.
The Surety hereby waives notice of any alteration or extension of time made by the Owner.
Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Owner having
performed Owner's obligations thereunder, the Surety may promptly remedy the default, or shall promptly —
1. Complete the Contract in accordance with its tennis and conditions, or
2. Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon
determination by Surety of the lowest responsible bidder, or, if the Owner elects, upon determination by the
Owner and the Surety jointly of the lowest responsible bidder, arrange for a contract between such bidder and
Owner, and make available as Work progresses (even though there should be a default or a succession of
defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the
cost of completion less the balance of the contract price; but not exceedmg, including other costs and damages
for which the Surety may be liable hereunder, the amount set forth m the first paragraph hereof. The term
"balance of the contract price," as used m this paragraph, shall mean the total amount payable by Owner to
Contractor under the Contract and any amendments thereto, less the amount properly paid by Owner to
Contractor.
Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final
payment under the Contract falls due.
IN NORTH AMERICA. American Home Assurance Company • Commerce and Industry Insurance Company of Canada • National Union Fire
Insurance Company of Pittsburgh, Pa. • The Insurance Company of the State of Pennsylvania OVERSEAS: American International Underwriters
30355 (4/00)
2
American International Companies
Principal Bond Division
175 Water Street, 6th Floor
New York, NY 10038
No right of action shall accrue on this bond to or for the use of any person or corporation other than the Owner
named herein or the heirs, executors, administrators or successors of Owner.
Signed, sealed and dated June 26, 2001
Bond No. 25-09-42
CH2M Hill Constructors, Inc.
(Principal)
(Seal)
American Home Assurance Company
(Surety)
Kathleen Freund
Attorney -In -Fact
IN NORTH AMERICA. American Home Assurance Company • Commerce and Industry Insurance Company of Canada • National Union Fire
Insurance Company of Pittsburgh, Pa. • The Insurance Company of the State of Pennsylvania OVERSEAS: American International Underwriters
30355 (4/00)
1
American International Companies
Principal Bond Division
175 Water Street, 6th Floor
New York, NY 10038
LABOR & MATERIAL PAYMENT BOND
(AIA 311)
KNOW ALL MEN BY THESE PRESENTS:
That CH2M Hill Constructors, Inc. , as
Principal, and American Home Assurance Company , as
Surety, are held and firmly bound unto
City of Yakima, Regional Waste Water Facility , as
Obligee, in the sum of One Million Two Hundred Nineteen Thousand Three Hundred Four and 00/100 Dollars
($ 1,219,304.00 ), for the payment of which sum, well and truly be made, the Pnncipal and Surety bind
themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these
presents.
WHEREAS, The Principal has entered into a written contract dated June 19, 2001 with the Obligee for
Wastewater Treatment Plant and Collection System Modifications
in accordance with drawings and specifications prepared by
which contract is by reference made a part hereof, and is hereinafter referred to as the Contract.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Principal shall promptly make
payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use in the
perfonnance of the Contract, then this obligation shall be void; otherwise it shall remain in full force and effect,
subject, however, to the following conditions:
1. A claimant is defined as one having a direct contract with the Principal or with a Subcontractor of the Principal
for labor, material, or both, used or reasonably required for use in the perfotntance of the Contract, labor and
material being construed to include that part of water, gas, power, light, heat, oil, gasoline, telephone service or
rental of equipment directly applicable to the Contract.
2. The above named Principal and Surety hereby jointly and severally agree with the Owner that every claimant as
herein defined, who has not been paid in full before the expiration of a period of ninety (90) days after the date
on which the last of such claimant's work or labor was done or performed, or materials were furnished by such
claimant, may sue on this bond for the use of such claimant, prosecute the suit to final judgement for such sum
or sums as may be justly due claimant, and have execution thereon. The Owner shall not be liable for the
payment of any costs or expenses of any such suit,
3. No suit or action shall be commenced hereunder by any claimant:
a) Unless claimant, other than one having a direct contract with the Pnncipal, shall have given written notice
to any two of the following:
The Principal, the Owner, or the Surety above named, within ninety (90) days after such claimant did or
performed the last of the work or labor, or furnished the last of the materials for which said claim is made,
stating with substantial accuracy the amount claimed and the name of the party to whom the materials were
furnished, or for whom the work or labor was done or performed. Such notice shall be served by mailing
the same by registered mail or certified mail, postage prepaid, in an envelope addressed to the Principal,
Owner or Surety, at any place where an office is regularly maintained for the transaction of business, or
IN NORTH AMERICA: American Home Assurance Company • Commerce and Industry Insurance Company of Canada • National Union Fire
Insurance Company of Pittsburgh, Pa. • The Insurance Company of the State of Pennsylvania OVERSEAS. American International Underwriters
30355 (4/00)
2
American International Companies
Principal Bond Division
175 Water Street, 6th Floor
New York, NY 10038
served m any manner in which legal process may be served in the state in which the aforesaid project is
located, save that such service need not be made by a public officer.
b) After the expiration of one (1) year following the date on which Principal ceased Work on said Contract, it
bemg understood, however, that if any limitation embodied in this bond is prohibited by any law
controlling the construction hereof such limitation shall be deemed to be amended so as to be equal to the
minimum period of limitation permitted by such law.
c) Other than in a state court or competent jurisdiction in and for the county of other political subdivision of
the state in which the Project, or any part thereof, is situated, or in the United States District Court for the
district in which the Project, or any part thereof, is situated, and not elsewhere.
4 The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith
hereunder, inclusive of the payment by Surety of mechanics' hen which may be filed of record against said
improvement whether or not claim for the amount of such hen be presented under and against this bond.
Signed, sealed and dated June 26, 2001
Bond No. 25-09-42
CH2M Hill Constructors, Inc.
(Principal)
American Home Assurance Company
(Seal)
( Title)
(Surety)
BAlta,
By
Kathleen Freund Attorney -In -Fact
IN NORTH AMERICA: American Home Assurance Company • Commerce and Industry Insurance Company of Canada • National Union Fire
Insurance Company of Pittsburgh, Pa. • The Insurance Company of the State of Pennsylvania OVERSEAS: American International Underwriters
30355 (4/00)
American 'dome Assurance Company
National Union Fire JItsuuancc Company of Pittsburgh, Pa.
Principal Bond Office. 70 Pine Street, New York, N Y 10270
K..NOi\' ALL \'ilii BY THESE PRESENTS:
POWER OF ATTORNEY
No 23-B-13520
That American Home Assurance Company, a New York corporation, ancl National Union Fire Insurance Company of Pittsburgh, Pa., a
Pennsylvania corporation, does each hereby appoint
---Vivienne Douglas, Raymond A. Leonard, J. \I. O'Connell, Kathleen Freund: of Denver, Colorado ---
its true and lawful Attorney(s)-in-Fact, with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of
indemnity and writings obligatory in the nature thereof, issued in the course of its business, and to bind the respective company thereby.
IN WITNE,SS WHEREOF, American Home Assurance Company and National Union Fire Insurance Company of Pittsburgh, Pa. have each
executed these presents
this 23rd tray of FebruaR, 2000,
Lawrence W Carlstrom, Senior Vice President
National Union Fire Insurance Company of Pittsburgh, PA
Vice President, American Horne Assurance Company
STATE OF NEW YORK }
COUNTY OF NEW YORK }ss.
On this 23rd day of February,' 2000 before me came the
above named officer of American Home Assurance Company and
National Union Fire Insurancc Company of Pittsburgh, Pa., to me
personally know to I ti;:. Ind.\ i,lual and officer described herein,
and acknowledged that he executed the foregoing instrument and
affixed the seals of said corporations thereto by authority of his
office.
Q46527yr
-�•..V: t scar {;c�ltiti7
CERTIFICATE
Excerpts of Resolutions adopted by the Boards of Directors of American House Assurance Company and National Union Fire Insurance Company of
Pittsburgh. Pa. on May 18, 1976
that ti C h aanan of the Board, the President, or any Vice President be, and hereby is, authorized to appoint Attorneys -m -Fact to represent tied
act for and on behalf of the Company, to execute bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature
thereof, and to attach thereto the corporate seal of the Company, in the transaction of its surety business,
"RESOLVED, that the signatures and attestations of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any
certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and
binding upon the Company when so affixed with respect to any bond. undertaking, recognizance or other contract of indemnity or writing obligatory m the
nature thereof;
"RESOLVED, that any such Attorney -in -Fact delivering a secretarial certification that the foregoing resolutions still be in effect niay insert in such
certification the date thereof, said date to be not later than the date of delivery thereof by such Attorney -in -Fact."
I, Elizabeth M. Tuck, Secretary of American I -Lome Assurance Company and of National Union Fire Insurance Company of Pittsburgh, Pa. do hereby certify
that the foregoing excerpts of Resolutions adopted by the Boards of Directors of these corporations, and the Powers of Attorney issued pursuant thereto are
true and correct, and that both the Resolutions and the Powers of Attorney are in full force and effect.
IN 'WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of each corporation
65106 (1199)
this 26th day of June
l)
t ..
Elizabeth NI. Tuck, Secretary
1
American International Companies
Principal Bond Division
175 Water Street, 6th Floor
New York, NY 10038
LABOR & MATERIAL PAYMENT BOND
(AIA 311)
KNOW ALL MEN BY THESE PRESENTS
That CH2M Hill Constructors, Inc. , as
Principal, and
American Home Assurance Company , as
Surety, are held and firmly bound unto City of Yakima, Regional Waste Water Facility , as
Obligee, in the sum of One Million Two Hundred Nineteen Thousand Three Hundred Four and 00/100 Dollars
($
1,219,304.00 ), for the payment of which sum, well and truly be made, the Principal and Surety bind
themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these
presents.
WHEREAS, The Principal has entered into a written contract dated June 19, 2001 with the Obligee for
Wastewater Treatment Plant and Collection System Modifications
in accordance with drawings and specifications prepared by
which contract is by reference made a part hereof, and is hereinafter referred to as the Contract.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Principal shall promptly make
payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use in the
performance of the Contract, then this obligation shall be void; otherwise it shall remain in full force and effect,
subject, however, to the following conditions
1. A claimant is defined as one having a direct contract with the Principal or with a Subcontractor of the Principal
for labor, material, or both, used or reasonably required for use in the performance of the Contract, labor and
material being construed to include that part of water, gas, power, fight, heat, oil, gasoline, telephone service or
rental of equipment directly applicable to the Contract.
2. The above named Principal and Surety hereby jointly and severally agree with the Owner that every claimant as
herein defined, who has not been paid in full before the expiration of a period of ninety (90) days after the date
on which the last of such claimant's work or labor was done or performed, or materials were furnished by such
claimant, may sue on this bond for the use of such claimant, prosecute the suit to final judgement for such sum
or sums as may be justly due claimant, and have execution thereon. The Owner shall not be liable for the
payment of any costs or expenses of any such suit,
3 No suit or action shall be commenced hereunder by any claimant:
a) Unless claimant, other than one having a direct contract with the Principal, shall have given written notice
to any two of the following.
The Principal, the Owner, or the Surety above named, within ninety (90) days after such claimant did or
performed the last of the work or labor, or furnished the last of the materials for which said claim is made,
stating with substantial accuracy the amount claimed and the name of the party to whom the materials were
furnished, or for whom the work or labor was done or performed. Such notice shall be served by mailing
the same by registered mail or certified mail, postage prepaid, in an envelope addressed to the Principal,
Owner or Surety, at any place where an office is regularly maintained for the transaction of business, or
IN NORTH AMERICA. American Home Assurance Company • Commerce and Industry Insurance Company of Canada • National Union Fire
Insurance Company of Pittsburgh, Pa. • The Insurance Company of the State of Pennsylvania OVERSEAS. American International Underwriters
30355 (4/00)
2
American International Companies
Principal Bond Division
175 Water Street, 6th Floor
New York, NY 10038
served in any manner in which legal process may be served in the state in which the aforesaid project is
located, save that such service need not be made by a public officer
b) After the expiration of one (1) year following the date on which Principal ceased Work on said Contract, it
being understood, however, that if any limitation embodied in this bond is prohibited by any law
controlling the construction hereof such limitation shall be deemed to be amended so as to be equal to the
minimum period of limitation permitted by such law
c) Other than in a state court or competent jurisdiction in and for the county of other political subdivision of
the state in which the Project, or any part thereof, is situated, or in the United States District Court for the
district in which the Project, or any part thereof, is situated, and not elsewhere
4 The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith
hereunder, inclusive of the payment by Surety of mechanics' lien which may be filed of record against said
improvement whether or not claim for the amount of such lien be presented under and against this bond.
Signed, sealed and dated June 26, 2001
Bond No. 25-09-42
CH2M Hill Constructors, hs. - -
(Principal) (Scat)
By
American Home Assurance Company
(Surety)
ViA(ADAA- AirtsuLl
(Title,
Kathleen Freund Attorney -in -Fact
IN NORTH AMERICA. American Home Assurance Company • Commerce and Industry Insurance Company of Canada • National Union Fire
Insurance Company of Pittsburgh, Pa. • The Insurance Company of the State of Pennsylvania OVERSEAS. American International Underwriters
30355 (4/00)
American Home Assurance Company
National Union Fire Insurance Company of Pittsburgh, Pa.
Principal Bond Office. 70 Pine Street, New York, N.Y. 10270
KNOW ALL MEN BY THESE PRESENTS:
POWER OF ATTORNEY
No 23-B-13820
That American Home Assurance Company, a New York corporation, and National Union Fire Insurance Company of Pittsburgh, Pa., a
Pennsylvania corporation, does each hereby appoint
---Vivienne Douglas, Raymond A. Leonard, J. M. O'Connell, Kathleen Freund: of Denver, Colorado ---
its true and lawful Attorney(s)-in-Fact, with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of
indemnity and writings obligatory in the nature thereof, issued in the course of its business, and to bind the respective company thereby.
IN WITNESS WHEREOF, American Home Assurance Company and National Union Fire Insurance Company of Pittsburgh, Pa. have each
executed these presents
this 23rd day of February, 2000.
Lawrence W Carlstrom, Senior Vice President
National Union Fire Insurance Company of Pittsburgh, PA
Vice President, American Home Assurance Company
STATE OF NEW YORK }
COUNTY OF NEW YORK }ss.
On this 23rd day of February,' 2000 before me came the
above named officer of American Home Assurance Company and
National Union Fire Insurance Company of Pittsburgh, Pa., to me
personally known to be the indidual and officer described herein,
and acknowledged that he executed the foregoing instrument and
affixed the seals of said corporations thereto by authority of his
office.
SEPH B. NOZZf, 0.y .
Notary Public. State _
No. 01- NO46527 54
ourtY
> in Westchester Sao Wigs Ian. 31,Y
2�
CERTIFICATE
Excerpts of Resolutions adopted by the Boards of Directors of American Home Assurance Company and National Union Fire Insurance Company of
Pittsburgh, Pa. on May 18, 1976
"i:LSOLV Eli, that the Chairman of the Board, the President, or any Vice President be, and hereby is, authorized to appoint Attorneys -in -Fact to represent and
act for and on behalf of the Company to execute bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature
thereof, and to attach thereto the corporate seal of the Company, in the transaction of its surety business,
"RESOLVED, that the signatures and attestations of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any
certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and
binding upon the Company when so affixed with respect to any bond, undertaking, recognizance or other contract of indemnity or writing obligatory in the
nature thereof;
"RESOLVED, that any such Attorney -in -Fact delivering a secretarial certification that the foregoing resolutions still be in effect may insert in such
certification the date thereof, said date to be not later than the date of delivery thereof by such Attorney -in -Fact."
1, Elizabeth M. Tuck, Secretary of American Home Assurance Company and of National Union Fire Insurance Company of Pittsburgh, Pa. do hereby certify
that the foregoing excerpts of Resolutions adopted by the Boards of Directors of these corporations, and the Powers of Attorney issued pursuant thereto are
true and correct, and that both the Resolutions and the Powers of Attorney are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set nay hand and affixed the facsimile seal of each corporation
65166 (4/99)
this 26th day of June 2001
Elizabeth M Tuck, Secretary