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.
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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
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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.
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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
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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
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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
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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.
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(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
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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.
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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
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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.
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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.
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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
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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
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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.
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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.
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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.
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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.
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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.
:
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CH2M HILL Contract