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HomeMy WebLinkAboutR-1992-D6069 CH2M Hill• RESOLUTION NO. D :6069 A RESOLUTION authorizing the execution of an agreement for professional engineering services between the City of Yakima, a municipal corporation, and CH2MHill, Inc. WHEREAS, the City of Yakima operates a wastewater treatment facility and industrial sprayfield on a combined acreage of 130 acres: and WHEREAS, the City is required by WAC 173-200 to evaluate the groundwater quality on such acreage because of the nature of the City's activity; and WHEREAS, the City Engineer has prepared a list of qualified engineers able to provide a wide range of professional engineering services in compliance with applicable requirements for acquisition of professional services; and WHEREAS, CH2MHill has been selected from this list to provide professional engineering services in response to the mandates found in WAC 173-200 and outlined in the Contract and Scope of Work: and WHEREAS, an agreement with CH2MHill to provide these services to the City of Yakima is in the best interest of the City of Yakima, now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk are hereby authorized to execute the attached and incorporated Contract for groundwater monitoring analyses with CH2MHi11. ADOPTED BY THE CITY COUNCIL THIS /e5q DAY O _ 2d 1992. ATTEST: ground water resolution 3/4/92 cw Mayor AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND CH2M HILL NORTHWEST, Inc. FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this 12 day of March , 1992, 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 NORTHWEST, Inc., and which corporation and its personnel performing this Agreement are licensed and registered to do business in the state of Washington, hereinafter referred to as "CONSULTANT", for Land Application Monitoring, herein called the "PROJECT" WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide for land application monitoring including a preliminary hydrologic review, hydrologic characterization and design and construction of a groundwater monitoring system as described in this Agreement and Amendments thereto; and WHEREAS, CONSULTANT represents that it has available and offers to provide personnel with expertise necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and CONSULTANT agree as follows: SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.0.1 CONSULTANT agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of CONSULTANT shall not be construed to exceed those services specifically set forth herein. Page 1 CH2M HILL Contract 2.1 Basic Services CONSULTANT agrees to perform those planned tasks described in Exhibit A, entitled "City of Yakima Land Application Monitoring Scope" which is part of this Agreement as if fully set forth herein. 2.2 Additional Services CITY and CONSULTANT agree that not all work to be performed by CONSULTANT can be defined in detail at the time this Agreement is executed, and that incidental work related to Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, at any time, by written order, direct the CONSULTANT to revise portions of the PROJECT work previously completed in a satisfactory manner, delete portions of the PROJECT, or request that the CONSULTANT perform additional work beyond the scope of the PROJECT work. Such changes hereinafter shall be referred to as "Additional Services". 2.2.1 If such additional services cause an increase or decrease in the CONSULTANT'S cost of, or time required for, performance of any services under this Agreement, an equitable contract price and/or completion time adjustment shall be made and this Agreement shall be modified in writing accordingly. 2.2.2 Compensation for each such request for Additional Services will be negotiated by the CITY and the CONSULTANT according to the provisions set forth in Exhibit B and if so authorized shall be considered part of the PROJECT work. The CONSULTANT shall not perform any Additional Services until so authorized by CITY and agreed to by the CONSULTANT in writing. 2.3 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from the date of receipt by the CONSULTANT of the written notification of change or of providing services related to an asserted change, whichever is earliest. SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY -FURNISHED DATA The CITY will provide to the CONSULTANT all technical data in the CITY'S possession relating to the CONSULTANT'S services on the PROJECT including information on any pre-existing conditions that may result in hazardous waste contamination on the PROJECT site. 3.2 ACCESS TO FACILITIES AND PROPERTY The CITY will make its facilities accessible to CONSULTANT as required for CONSULTANT'S performance of its services and will provide labor and safety equipment as required by CONSULTANT for such access. CITY will perform, at no cost to CONSULTANT, such tests of equipment, machinery, pipelines, and other Page 2 CH2M HILL Contract components of the CITY'S facilities as may be required in connection with CONSULTANT'S services, unless otherwise agreed to. CITY will be responsible for all acts of CITY'S personnel. 3.3 TIMELY REVIEW The CITY will examine the CONSULTANT'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. 3.4 PROMPT NOTICE The CITY will give prompt written notice to CONSULTANT whenever CITY observes or becomes aware of any development that affects the scope or timing of CONSULTANT'S services, or any defect in the work of the CONSULTANT or construction contractors. 3.5 CITY shall appoint a City's Representative with respect to work to be performed under this Agreement. City's representative shall have complete authority to transmit instructions, receive information, and interpret and define CITY's policies. CONSULTANT shall be entitled to reasonably rely on such representations made by the City's Representative unless otherwise directed in writing by the CITY, but CONSULTANT shall be responsible for bringing to the attention of the City's Representative any representations which the CONSULTANT believes are inadequate, incomplete or inaccurate based upon the CONSULTANT'S knowledge. Failure to provide prompt written notice shall not constitute a waiver of any of the CITY's rights under this AGREEMENT. 3.6 Any documents, services and reports provided by the CITY to the CONSULTANT are available solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its duties and obligations under this Agreement or at law. The CONSULTANT shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services and reports and drawing conclusions therefrom. SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION 4.1 In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with work described in Exhibit A. The time for completion is within 120 calendar days of the effective date of this Agreement, or as amended. Page 3 CH2M HILL Contract SECTION 5 COMPENSATION 5.1 COMPENSATION ON AN HOURLY BASIS For Phases I, II, and III, as more fully described in Exhibit A, compensation shall be based on the hourly rates listed herein. The 1992 rates are as listed below in Table A and are subject to revision at the first of each calendar year. In addition to the per diem rates, the OWNER shall pay Direct Expenses in connection therewith plus a service charge of 10 percent of Direct Expenses, plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. 5.1.1 Direct Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for CONSULTANT'S vehicles; meals and lodging, laboratory test and analyses; computer services; word processing service; telephone, printing, binding and reproduction charges; all costs associated with outside consultants, subconsultants, and other outside services and facilities; special CITY -requested and PROJECT -related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Expenses will be on the basis of actual charges when furnished by commercial sources and on the basis of current rates when furnished by CONSULTANT. Estimated Direct Expenses are broken down in Exhibit B. Table A 1992 HOURLY RATES Personnel Grade Hourly Rate $/hour E6 $108.68 E5 $ 92.93 E4 $ 81.11 E3 $ 70.09 E2 $ 63.00 El $ 56.70 E0 $ 48.83 T5 $ 76.39 T4 $ 64.58 T3 $ 55.91 T2 $ 47.25 T1 $ 41.74 TA $ 31.50 0 $ 37.80 Page 4 CH2M HILL Contract 5.2 COST LIMITATIONS Unless specifically authorized by the CITY, the total cost to the CITY for Phases I & II shall not exceed Thirty -Three Thousand Two Hundred Dollars ($33,200.00). 5.3 BUDGET Unless specifically authorized by the CITY, the total budgetary amount for Phase III shall not exceed Forty-four Thousand Dollars ($44,000.00) excluding taxes. The CONSULTANT will make reasonable efforts to complete the work within the budget and will keep CITY informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. The CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any budget has been increased, the CONSULTANT'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. 5.4 The CONSULTANT will use its best efforts to submit to the City's Representative by the 10th day of each calendar month an invoice for payment for PROJECT services completed through the 24th day of the previous month. Such invoices shall be for PROJECT services performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices and shall be estimated on a percentage of completion basis. The CONSULTANT shall maintain in its office originals of all reports, receipts, and copies of all time sheets, and other supporting materials necessary to verify the percentage of completion. CITY will use its best efforts to pay such invoices within thirty (30) days of receipt and upon approval of the work done and amount billed. CITY will notify the CONSULTANT promptly if any problems are noted with the invoice. CITY may question any item in an invoice, noting to CONSULTANT the questionable item(s) and withholding payment for such item(s). The CONSULTANT may resubmit such item(s) in a subsequent invoice together with additional supporting information required. Copies of all invoices submitted by the authorized subcontractors, associates or subconsultants shall be submitted to CITY and will follow the same format as that of the CONSULTANT. 5.5 If payment is not made within thirty (30) days, interest on the unpaid balance shall accrue beginning with the thirty-first (31) 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 39.70 RCW when before the date of timely payment a notice of dispute is issued in good faith by the CITY to the CONSULTANT pursuant to the terms of RCW 39.76.020. 5.6 Final payment of any balance due the CONSULTANT for PROJECT services will be made within forty-five (45) days after satisfactory completion of the services required by this Agreement as evidenced by written acceptance by CITY and after such audit or verification as CITY may deem necessary and execution and delivery by the Page 5 CH2M HILL Contract CONSULTANT of a release of all claims against CITY arising under or by virtue of this Agreement, other than such claims, if any, as may be specifically exempted by the CONSULTANT from the operation of the release in stated amounts to be set forth therein. 5.7 Payment for any PROJECT services shall not constitute a waiver or release by CITY of any claims, right or remedy it may have against the CONSULTANT under this Agreement or by law, nor shall such payment constitute a waiver, remission or discharge by CITY of any failure or fault of the CONSULTANT to satisfactorily perform the PROJECT work as required under this Agreement. SECTION 6 RESPONSIBILITY OF CONSULTANT 6.1 The CONSULTANT shall be responsible for the professional quality, technical adequacy and accuracy, timely completion and the coordination of all plans, design, drawings, specifications, reports and other services furnished by the CONSULTANT under this Agreement. The CONSULTANT shall, without additional compensation, correct or review any errors, omissions or other deficiencies in its plans, designs, drawings, specifications, reports and other services. The CONSULTANT shall perform its work according to generally accepted architectural and engineering standards. 6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications, reports, and incidental work or services furnished hereunder shall not in any way relieve the CONSULTANT of responsibility for the technical adequacy, completeness or accuracy of its work. CITY'S review, approval or payment for any of the services shall not be construed to operate as a waiver of any rights under this Agreement or at law or any cause of action arising out of the performance of this Agreement. 6.3 LIMITATION OF LIABILITY The CONSULTANT shall be and shall remain liable, in accordance with the applicable law, for all damages to the CITY, except as provided herein, caused by the CONSULTANT'S negligent performance of any of the work and services furnished by the CONSULTANT or its subconsultants under this AGREEMENT. To the maximum extent permitted by law, CONSULTANT'S liability for CITY'S damages, for any cause or combination of causes, will, in the aggregate, not exceed the compensation received by CONSULTANT under this AGREEMENT, except for damages resulting from the CONSULTANT'S willful misconduct or gross negligence. This Subsection takes precedence over any conflicting Subsection of this AGREEMENT or any document incorporated into it or referenced by it. This limitation of liability is a business understanding between the parties and applies to all different theories of recovery, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action, except for Page 6 CH2M HILL Contract willful misconduct or gross negligence. Parties means the CITY and the CONSULTANT, and their officers, employees, agents, affiliates, and subconsultants. The parties also agree that the CITY will not seek damages in excess of the limitations indirectly through suits with other parties who may join the CONSULTANT as a third - party defendant. 6.4 In performing work and services hereunder, the CONSULTANT and its subcontractors, subconsultants, employees, agents and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of CITY in any manner whatsoever. The CONSULTANT shall not hold itself out as, nor claim to be, an officer or employee of CITY by reason hereof and will not make any claim, demand or application to or for any right or privilege applicable to an officer or employee of CITY. The CONSULTANT shall be solely responsible for any claims for wages or compensation by CONSULTANT employees, agents and repre- sentatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom. 6.5 INDEMNIFICATION (a) CONSULTANT agrees to indemnify, defend, and hold the CITY harmless from loss, cost, or expense of any kind claimed by third parties, including such loss, cost, expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of CONSULTANT, its employees, officers, and subconsultants in connection with the PROJECT. In the event that any lien is placed upon the property of the CITY or any of the CITY'S officers, employees, or agents as a result of the negligence or willful misconduct of the CONSULTANT, the CONSULTANT shall at once cause the same to be dissolved and discharged by giving bond or otherwise. (b) CITY agrees to indemnify, defend and hold the CONSULTANT harmless from loss, cost, or expense of any kind claimed by third parties, including such loss, cost or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful miscon- duct of CITY, its employees, or agents in connection with the PROJECT. (c) If the negligence or willful misconduct of both the CONSULTANT and the CITY (or a person identified above for whom each is liable) is a cause of such third party claim, the loss, cost, or expense shall be shared between CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. Page 7 CH2M HILL Contract (d) The above indemnity is a business understanding between the parties and applies to all different theories of recovery, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action. 6.6 In any and all claims by an employee of the CONSULTANT, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited, in any way by any limitation on the amount or types of damages, compensation or benefits payable by or for the CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability benefit acts or other employee benefit acts. The CONSULTANT waives its immunity under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by the CONSULTANT and the CITY as evidenced by their specific and express initialling of this paragraph. ----+C- (Consultant's Initials) (City's Initials) 6.7 It is understood that any resident engineering or inspection provided by CONSULTANT is for the purpose of determining compliance with the technical provisions of PROJECT specifications and does not constitute any form of guarantee or insurance with respect to the performance of a contractor. CONSULTANT does not assume responsibility for methods or appliances used by a contractor, for the safety of construction work, or for compliance by contractors with laws and regulations. CITY shall use its best efforts to assure that the construction contract requires that the contractor(s) indemnify and name CITY and the CITY'S officers, principals, employees, agents, representatives, engineers, and CONSULTANTS as additional insureds on contractor's insurance policies covering PROJECT. 6.8 SUBSURFACE INVESTIGATIONS In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observation, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total PROJECT cost and/or execution, These conditions and cost/execution effects are not the responsibility of the CONSULTANT. SECTION 7 PROJECT SCHEDULE AND BUDGET 7.1 The general project schedule and the budget for both the entire project and its component tasks shall be as set forth in this Agreement and attachments. The project schedule and performance dates for the individual tasks shall be mutually agreed to by Page 8 CH2M HILL Contract the CITY and the CONSULTANT within fifteen days after execution of this Agreement. The performance dates and budgets for tasks may be modified only upon written agreement of the parties hereto. The performance date for tasks and the completion date for the entire project shall not be extended nor the budget increased because of any unwarranted delays attributable to the CONSULTANT but may be extended or increased by the CITY in the event of a delay caused by special services requested by the CITY or because of unavoidable delay caused by any governmental action or other conditions beyond the control of the CONSULTANT which could not be reasonably anticipated. 7.2 Not later than the tenth day of each calendar month during the performance of the PROJECT, the CONSULTANT shall submit to the City's Representative a copy of the current schedule and a written narrative description of the work accomplished by the CONSULTANT and subconsultants on each task, indicating a good faith estimate of the percentage completion thereof on the last day of the previous month. Additional oral or written reports shall be prepared at the request of the City for presentation to other governmental agencies and/or to the public. SECTION 8 REUSE OF DOCUMENTS 8.1 All work products of the CONSULTANT are instruments of service of this PROJECT. Reuse, change or alteration by the CITY or others acting through or on behalf of the CITY without written permission of the CONSULTANT will be at the CITY'S sole risk. The CITY agrees to indemnify the CONSULTANT 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. 8.2 The CONSULTANT agrees that ownership of any plans, drawings, designs, specifications, computer programs, technical reports, operating manuals, calculations, notes and other work submitted or which are specified to be delivered under this Agreement or which are developed or produced and paid for under this Agreement whether or not complete shall be vested in the CITY. SECTION 9 AUDIT AND ACCESS TO RECORDS 9.1 The CONSULTANT, including it subconsultants, shall maintain books, records, documents and other evidence directly pertinent to performance of the work under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY or the CITY'S duly authorized representative, shall have access to such books, records, documents and other evidence for inspection, audit, and copying for a period of three years after completion of the PROJECT. The CITY shall also have access to such books, records, and documents during the performance of the PROJECT work if deemed necessary by the CITY to verify the CONSULTANT'S work and invoices. Page 9 CH2M HILL Contract 9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 9.3 The CONSULTANT agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the CONSULTANT is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments, if any, of the CONSULTANT. 9.4 The CONSULTANT shall insure that substantially the foregoing paragraphs are included in each subcontract for work on the Project. SECTION 10 INSURANCE 10.1 Prior to beginning work under this Agreement, the CONSULTANT shall provide Certificates of Insurance as evidence that policies providing the following coverage and limits of insurance are in full force and effect. The CITY and the CITY'S officers, principals, employees, representatives and agents shall be designated as additional insured on all such policies except for professional liability. Such insurance shall be primary and other insurance maintained or carried by the City shall be separate and distinct and shall not be contributing with the insurance listed hereunder. 10.1.1 Comprehensive general liability insurance, including personal injury liability, blanket contractual liability, and broad -form property damage liability coverage. The combined single limit for bodily injury and property damage shall be not less than $1,000,000. 10.1.2. Automobile bodily injury and property damage liability insurance covering owned, non -owned, rented, and hired cars. The combined single limit for bodily injury and property damage shall be not less than $1,000,000. 10.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. 10.1.4. Professional liability insurance. The limit of liability shall be not less than $1,000,000. Failure of either or all of the additional insured to report a claim under such insurance shall not prejudice the rights of the CITY, its officers, employees, agents, and representatives thereunder. The CITY and the CITY'S officers, principals, employees, representatives and agents shall have no obligation for payment of premiums because of being named as additional insured under such insurance. None of the policies issued Page 10 CH2M HILL Contract pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner so as to affect the rights of the City thereunder until thirty (30) days after written notice of such intended cancellation, expiration, or change. SECTION 11 SUBCONTRACTS 11.1 CONSULTANT shall be entitled, to the extent determined appropriate by CONSULTANT, to subcontract any portion of the work to be performed under this Agreement. 11.2 Any subconsultants or subcontractors to the CONSULTANT utilized on this PROJECT, including any substitutions thereof, will be subject to prior approval by CITY, which approval shall not be unreasonably withheld. Each subcontract shall be subject to review by the City's Representative, if requested, prior to the subconsultant or subcontractor proceeding with the work. The CONSULTANT shall be responsible for the architectural and engineering performance, acts and omissions of all persons and firms performing subcontract work. 11.3 CITY hereby authorizes the CONSULTANT to subcontract with the persons and firms listed below: 11.4 The CONSULTANT shall submit, along with its monthly invoices, a description of all work completed by subconsultants and subcontractors during the preceding month and copies of all invoices relating 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 CONSULTANT 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 CONSULTANT as to those matters contained herein. No prior oral or written under- standing shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. Page 11 CH2M HILL Contract SECTION 14 JURISDICTION AND VENUE 14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in that state. If any part of this Agreement is found to conflict with applicable laws, such part shall be in operative, null, and void in so far as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue of all disputes shall be Yakima County, State of Washington. SECTION 15 EQUAL EMPLOYMENT AND NONDISCRIMINATION 15.1 In connection with the Services under this Agreement, CONSULTANT agrees to comply with the applicable provisions of State and Federal Equal Opportunity statutes and regulations. SECTION 16 SUSPENSION OF WORK 16.1 CITY may suspend, in writing, all or a portion of the work under this Agreement if unforeseen circumstances beyond CITY'S control make normal progress of the work impossible. CONSULTANT may request that the work be suspended by notifying CITY, in writing, of circumstances that are interfering with the normal progress of work. CONSULTANT may suspend work on PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the work shall be extended by the number of days work is suspended. If the period of suspension exceeds 90 days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate work on the suspended portion of PROJECT in accordance with SECTION 16. SECTION 17 TERMINATION OF WORK 17.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with the terminating party before termination. Notice shall be considered issued within twenty-four (24) 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 subparagraph A of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the CONSULTANT is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before termination. Page 12 CH2M HILL Contract 17.3 If CITY terminates for default on the part of the CONSULTANT, an equitable adjustment in the contract price shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other work, and (2) any payment due to the CONSULTANT at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of the CONSULTANT'S breach. In such event, CITY shall consider the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the work itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default, the CONSULTANT agrees to pay CITY for any and all damages, costs and expenses, whether direct, indirect or consequential, caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 17.4 If the CONSULTANT terminates for default on the part of CITY or if CITY terminates for convenience, the equitable adjustment shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the CONSULTANT reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the CONSULTANT shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents and materials as the CONSULTANT or its subconsult- ants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT retaining copies of the same. 17.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the work to completion utilizing other qualified firms or individuals; provided, the CONSULTANT shall have no responsibility for the further work thereon. 17.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is determined that the CONSULTANT has not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, the equitable adjustment shall be determined as set forth in subparagraph 17 of this Section. 17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the CONSULTANT in PROJECT work or for& any corporate officer of the CONSULTANT to render his services to the PROJECT, the CONSULTANT shall not be relieved of its obligations to complete Page 13 CH2M HILL Contract performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be made as set forth in subparagraph 17.3 of this Section. SECTION 18 RESOLUTION CLAUSE 18.1 ARBITRATION All claims, counterclaims, disputes, and other matters in question arising out of, or relating to, this AGREEMENT or the breach thereof may be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining. Either CITY or CONSULTANT may initiate a request for such arbitration, but consent of the other party to such procedure shall be a necessary precondition to arbitration. No arbitration arising out of, or relating to, this AGREEMENT may include, by consolidated, joinder, or in any other manner, any additional party not a party to this AGREEMENT. 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 NORTHWEST, Inc. Signature R.A. Zais Jr. Printed Name City Manager Title March 12, 1992 Signature Printed Name ACQ- mss...' Title Date Date ATTEST: City Clerk Page 14 CH2M HILL Contract v&, 9 EXHIBIT A SCOPE CITY OF YAKIMA LAND APPLICATION MONITORING The City's land application permit is up for renewal in 1993. To prepare for the application process for permit renewal, the City has elected to start now to gather the necessary data. A request has been made for CH2M HILL to prepare a work scope to a phased approach to the study. A cost estimate for both the engineering effort and the subsequent physical monitoring system will be prepared based on the approved scope of work. The purpose of this work is to prepare a hydrogeologic characterization of the City's industrial waste spray field, design a monitoring system for the site, and assist in its construction. Washington State Department of Ecology (Ecology) promulgated new ground water quality standards on November 29, 1990. The basis for the standards is a policy the prohibits ground water degradation. In addition, Ecology prepared Guidelines for Developing the Monitoring Plan for Water Quality at a Land Application Site in January 1991. The development of the monitoring system for the City of Yakima will be based on those guidelines. Some topics that are suggested in the Guidelines may not be relevant because of the site-specific hydrogeology; these topics will not be addressed in the work plan. At the request of the City, this work will occur in 3 phases: I. A preliminary hydrogeologic review using the available literature concerning the soils and groundwater system in the vicinity of the existing spray field, II. A hydrogeologic characterization of the site, following Washington Department of Ecology (Ecology) guidelines, including preliminary drilling and test pit excavation, and III. Design and construction of a groundwater monitoring system for the site, following Ecology guidelines. The scope and budgets have been developed assuming that the existing industrial sprayfield will continue to be used. The topics that need to be addressed in a detailed hydrogeologic characterization are similar, regardless of what site is being studied. The emphasis and details within the scope may change as a function of the site that is chosen. Therefore, certain aspects of the scope and budget may change based on the site that is chosen for characterization as the work progresses. Page 15 CH2M HILL Contract PHASE I - PRELIMINARY HYDROGEOLOGIC CHARACTERIZATION The purpose of Phase I is to review existing hydrogeologic information, develop a conceptual model of the hydrogeologic system, and develop a Work Plan for review by Ecology. If Ecology concurrence with the Work Plan is obtained at this stage, then many of the tasks in Phases II and III probably can be combined, resulting in a more efficient approach to the work. A meeting with the City of Yakima, and with Ecology if possible, will take place when notice to proceed is received. The purpose of the meeting is to define a Scope of Work that meets the needs of the City of Yakima and is in general accord with the concerns of Ecology. TASK 1. Task 1 consists of a preliminary evaluation of the data that are available concerning the geology, hydrology and water quality, and an identification of the general regulatory framework that will govern the land application of treated waste water. The purpose of this task is to compile, evaluate, and summarize existing hydrogeologic data on record at the City, Washington Dept. of Ecology, and similar agencies. This will lead to the development of a conceptual hydrogeologic model, and guide the data gathering efforts to be conducted in subsequent phases of the project. Task 1 also includes the preparation of a brief technical memorandum presenting the framework under which the land application will be regulated. Washington has enacted new groundwater quality regulations recently; few precedents have been established concerning the implementation of those regulations. Therefore, compliance methods and criteria will be evolving during the course of this project. Initially, the criteria for compliance are to be established based on the professional judgement of the Ecology Regional Office staff. TASK 2. Task 2 consists of the development of a work plan for monitoring the sprayfield. The Work Plan will present a preliminary description of the hydrogeology of the site based on information that was gathered in Task 1. Based on that hydrogeologic and regulatory understanding, a Work Plan for Phases II and III will be presented for review and comment by the City. After discussions with the City, the draft Work Plan will be submitted to Ecology for review. A final Work Plan will be prepared after comments are received from Ecology. If significant doubt exists regarding the long-term viability of the present sprayfield, then a decision will be made by the City whether to continue with Phases II and III. DELIVERABIFS: Draft and Final Work Plan. Page 16 CH2M HILL Contract PHASE II - DETAILED HYDROGEOLOGIC CHARACTERIZATION AND MONITORING SYSTEM DESIGN Phase II is designed to collect additional information that may be required to design an effective monitoring system for the site. If Ecology approves a Work Plan that combines additional site investigation with construction of the monitoring system then many of the Tasks in Phases II and III can be combined. However, Phases II and III are presented separately in the following scope. TASK 1. The purpose of Task 1 is to collect additional data necessary to refine the conceptual model of the hydrogeologic system. The need to conduct soil investigations, collect water samples and perform chemical analyses will be evaluated during Phase I, based on the availability and quality of existing data. This phase may include site- specific investigations such as soil borings and backhoe pits. TASK 2. The purpose of Task 2 is to define the chemical characteristics of the wastewater stream. The chemical characteristics of the waste stream will influence the design and operation of the monitoring system. Samples from each major contributor as well as a composite of all streams are necessary. The final suite of analytes will be subject to review and approval by Ecology. The City of Yakima laboratory is accredited by Ecology for specified analyses. To the maximum extent possible, the City laboratory will perform the necessary analytical work. If analyses are required for which the City lab is not accredited, or if other issues require sending samples to a commercial laboratory, then the City will be responsible for the costs associated with the outside analytical work. It is assumed that the City will make the analytical results available to CH2M HILL. Thus, the budget will be prepared assuming that the City will perform all the analytical work. A final monitoring system design will be developed, based on the results of the site investigation, wastewater characterization, and regulatory considerations. A draft monitoring plan will be submitted for review by the City and Ecology. Necessary modifications will be incorporated, and a Final Plan for monitoring will be prepared. DELIVERABLES: Draft and Final Monitoring Plan. Page 17 CH2M HILL Contract PHASE III - MONITORING SYSTEM CONTRACTING AND CONSTRUCTION The purpose of this phase is to formalize the design of the various components of the monitoring system, prepare contract specifications, provide services during bidding and construction, verify operational condition of the monitoring components, and prepare a final project report. TASK 1. Task 1 includes administrative activities, preparation of plans and specifications, cost estimates, regulatory agency review, and oversight of field activities. Soil sampling and analysis or vadose zone monitoring at the existing sprayfield may be necessary, based on regulatory suggestions, to provide early indications of contaminant migration. Vadose zone monitoring in coarse material like that which is found at the sprayfield is problematic. Continuation of the current program of soil sampling at the depth of compliance may be the preferred alternative for an early warning system. Groundwater monitoring will be required to detect any migration of contaminants from the sprayfield. Five monitoring wells probably will be required, based on preliminary discussion with Ecology. The general configuration may be one upgradient well, two downgradient wells, and two wells within the sprayfield. The suite of analytical constituents for groundwater monitoring will be dependent on the characteristics of the waste stream and negotiations with Ecology. The suite probably will consist of: nutrients and other agricultural -related constituents, pH, EC, and primary and secondary drinking water contaminants. Other analytes may be added depending on the characteristics of the waste stream and additional regulatory requirements. TASK 2. This final task consists of preparing a technical memorandum presenting the hydrogeology of the site, and the monitoring system that has been installed at the site. DELIVERABLES: 1. Technical Memorandum, 2. Sampling and Analysis Plan. Page 18 CH2M HILL Contract EXHIBIT B DIRECT EXPENSES Expenses Phase 1 Phase 2 Phase 3 Phase 4 Totals Computer Prnt/Rpo/Grc Word Processing Equipment Rental Subtotal $100 $200 $100 $200 $300 $0 $200 $500 $100 $200 $500 3:1,PQ(Y! $600 $900 $400 $500 $2 400 ROUNDTRIPS (3) Trips Lodging Days Days Miles (400) Miles $0.500 Subtotai : $0 4 $300 1200 $600 $0 $900 $0 10 15 $750 $1,125 4000 3000 $2,000 $1,500 $900 $2,175 $4,100 $9 $2:750: -$3 525 , $0 $7475 Telephone Postage/Freight Miscellaneous $100 $100 $200 $0 $50 $100 $200 $250 $250 $500 $400 $350 $1,000 Subtotal 400 ::$1750 OUTSIDE SERVICES Drilling/Const. Laboratory Mech. Analysis Equip. Purchase . Subtotal $1,100 $16,160 $0 $275 $275 $220 $660 $17,260 $0 $550 $880 $1.595.: • „ , . , ... . 318.-690 0. : Page 19 CH2M HILL Contract