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HomeMy WebLinkAboutR-1995-114 Dames and Moore Inc.• • • RESOLUTION NO R95-114 A RESOLUTION authorizing the execution of an agreement for professional engineering and consulting services between the City of Yakima, a municipal corporation, and Dames and Moore Inc. WHEREAS, the City of Yakima is responsible for the protection of the environment and the safety of its employees and the public at the Yakima Wastewater Facility WHEREAS, several new State and Federal mandates including regulations under the Occupational Safety and Health Administration, the Environmental Protection Agency and several existing regulations require the City to perform specific work tasks. WHEREAS, the City is required to conduct an environmental compliance audit and routinely maintain and develop numerous safety plans in accordance with State and Federal mandates. WHEREAS, Dames and Moore, Inc. has been selected to provide professional consulting services in response to the need to secure current safety plans and conduct an environmental compliance audit and these services are in the best interest of the City of Yakima, now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAK MA. The City Clerk and the City Manager are hereby authorized and directed to execute the attached and incorporated Contract for professional consulting services with Dames and Moore, Inc. for the City of Yakima. ADOPTED THIS Rr"~ day of Q_►.�,. , 1995 MAYORQY o�Te w• ATTEST `ii(r% Armed 0• CITY CLERK Sludge Resolution 7/20/95 GW AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND DAMES & MOORE, Inc. FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this l ( day of . jS 05 , 1995, 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 Dames and Moore, 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 Environmental Compliance Audit and Additional Safety Plan/Program Review, herein called the "PROJECT". WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide for "Environmental Compliance Audit and Additional Safety Plan/Program Review." 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 1.1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES Page 1 Process safety contract July 20, 1995 2.1.1 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. 2.2 BASIC SERVICES. CONSULTANT agrees to perform those planned tasks described in Exhibit A, entitled "Environmental Compliance Audit and Additional Safety Plan/Program Review." Which is part of this Agreement as if fully set forth herein. 2.3 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". 2.3.1 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 2.3.2 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 A 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. 2.3.3 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from the date of receipt by the Page 2 Process safety contract July 20, 1995 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 CONSULTANTS 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 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 of 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. Page 3 Process safety contract July 20, 1995 3.5 CITY REPRESENTATIVE(S) 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 written notice shall not constitute a waiver of any of the CITY'S rights under this AGREEMENT. 3.6 CITY PROVIDED DOCUMENTS 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 4.1.1 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. SECTION 5 COMPENSATION 5.1 COMPENSATION ON AN HOURLY BASIS For the completion of the Scope of Services specified in Exhibit A, consultant will be paid a sum not to exceed $38,000. Labor hours Page 4 Process safety contract July 20, 1995 charged in fiscal year 1995 will be according to Attachment A - RATE SCHEDULE. 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 tests and analyses; computer services; word processing services; 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 other similar costs. Charges for direct expenses are outlined in the Schedule of Charges included in Exhibit A, Schedule of Charges 5.2 BUDGET Unless specifically authorized by the CITY, the total budgetary amount for the Scope of Services outlined in Exhibit A shall not exceed Thirty Eight Thousand Dollars, ($38,000). Of this amount Seventeen Thousand Dollars, ($17,000) will be for the Environmental Compliance Audit and Twenty One Thousand Dollars, ($21,000) will be for the Additional Safety Plan/Program Review. 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 have been incurred after the approved increase. 5.2.1 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 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 Page 5 Process safety contract July 20, 1995 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. 5.2.2 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. 5.2.3 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 CONSULTANT of a release of all liens or claims for payment 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. 5.2.4 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. Page 6 Process safety contract July 20, 1995 SECTION 6 RESPONSIBILITY OF CONSULTANT 6.1.1 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. 6.1.2 CITY'S review of 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. 6.2 LIMITATION OF LIABILITY 6.2.1 "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. Page 7 Process safety contract July 20, 1995 6.2.2 This limitation of liability 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, except for 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. 6.2.3 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 representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom. 6.3 INDEMNIFICATION 6.3.1 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 or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the 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. Page 8 Process safety contract July 20, 1995 6.3.2 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 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 misconduct of the CITY, its employees or agents in connection with the project. 6.3.3 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 the 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. 6.3.4 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. 6.3.5 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; but only to the extent of CONSULTANTS negligence or willful misconduct. Such waiver has been mutually negotiated by the CONSULTANT and the CITY as evidenced by their specific and express initialing of this paragraph. 0\ (Consultant's Initials) (City's Initials) 6.3.6 It is understood that any resident engineering or inspection provided by CONSULTANT is for the purpose of determining Page 9 Process safety contract July 20, 1995 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. 6.4 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. Furthermore, CONSULTANT shall not be responsible for claims arising from any conditions of the project site which pre-exist the date of this Agreement. Pre-existing conditions shall include but not be limited to any underground condition, structure utilities, foundation, contamination, or the potential for contamination, or any risk to impairment of health related to the presence of hazardous materials or substances. The CITY agrees to indemnify, defend, and hold harmless CONSULTANT from and against any claim, liability, or defense cost related to any such pre- existing condition, except for claims caused by the sole negligence, gross negligence, or will misconduct of CONSULTANT. SECTION 7 PROJECT SCHEDULE AND BUDGET 7.1 GENERAL REQUIREMENTS 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 Page 10 Process safety contract July 20, 1995 individual tasks shall be mutually agreed to by 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. 7.1.1 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 INDEMNIFICATION All work products of the CONSULTANT are instruments or service of this PROJECT. Reuse, change or alternation by the CITY or others acting through or in 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 alternation. 8.1.1 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 Page 11 Process safety contract July 20, 1995 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 GENERAL REQUIREMENTS 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. 9.1.1 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. 9.1.2 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. 9.1.3 The CONSULTANT shall insure that substantially the foregoing paragraphs are included in each subcontract for work on the Project. SECTION 10 INSURANCE 10.1 CONSULTANT RESPONSIBILTTThS Page 12 Process safety contract July 20, 1995 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. 10.2 INSURANCE MODIFICATION AND CLAIM REQUIREMENTS 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 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 Page 13 Process safety contract July 20, 1995 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 or as amended: 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 12.1.1 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 13.1.1 This Agreement represents the entire understanding of CITY and CONSULTANT 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. Page 14 Process safety contract July 20, 1995 SECTION 14 JURISDICTION AND VENUE 14.1.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in that state. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts 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 15.1.1 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 16.1.1 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 NOTINCATION REQUIREMENTS Page 15 Process safety contract July 20, 1995 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. 17.1.1 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. 17.1.2 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. Page 16 Process safety contract July 20, 1995 17.1.3 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. 17.1.4 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 subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT retaining copies of the same. 17.1.5 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. 17.1.6 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 17.4 of this Section. 17.1.7 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 performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this Page 17 Process safety contract July 20, 1995 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 By: 1' fes-( e n Rice, Acting City ATTEST: Manager Date: ctig City Clerk City Contract N Page 18 Process safety contract July 20, 1995 DAMES & MOORE Inc. Signature 14.: L. M a r c, v Printed Name 7,--,.c,per' Title $ 1 kl.,Rs Date EXHIBIT A DAMES & MOORE 808 EAST SPRAGUE AVENUE. SPOKANE, WASHINGTON 99202 (509) 838-7430 FAX (509) 456-7377 July 13, 1995 Mr. Bruce R. Bates Wastewater Division Department of Engineering & Utilities 2220 E. Viola Yakima, Washington 98901 Proposal to Provide Compliance Audits and Program Development Yakima Wastewater Treatment Division City of Yakima. Washineton Dear Mr. Bates: Dames & Moore is very pleased to have been selected by the Yakima Wastewater Division (YWWD) to provide various environmental assistance including process safety and management planning services at the Cities Wastewater Treatment Plant and Wastewater Collections Building. The purpose of the services Dames & Moore will provide is to update existing management plans and to develop other regulatory required documentation. The areas addressed in this proposal were outlined in your request for Statement of Qualifications dated April 18, 1995 and discussed during a site visit on June 9, 1995. These areas included: • General Environmental Compliance, • Process Safety Plan (revised), • Chemical Hygiene Plan (revised), • Exposure Control Plan (revised), • Safety Manual (revised), • Chlorine and Sulphur Dioxide Handling Plan (revised), • Hazard Communication Program, • National Pollution Discharge Elimination Program (NPDES), • Spill Prevention Control and Countermeasure Plan (revised), and • Air Emission Plan. (:`data marketin\yak ima. prp OFFICES WC RLE X IPE DAMES & MOORE Yakima Wastewater Division` July 13, 1995 Page 2 In addition, the YWWD has requested that a baseline noise level survey be performed as part of the safety program. No previous audiological programs or plans have been performed. During the audit program underground storage tank records will be reviewed. The YWWD may want to assess the need to have underground storage tanks decommissioned. Also the presences of asbestos may be assessed in future programs. These issues will not be addressed at this time, but will be included in the environmental audit. Plans that will not be addressed because they have only recently been prepared or updated include: • Blood Borne Pathogens, • Laboratory Quality Assurance Program, • Substance Abuse Program, and the • Confined Space Entry Program. Dames & Moore will review these four plans/programs for completeness, compliance and information for the other programs. We assume for the purposes of this proposal, that no additional work will be needed to address these issues. If issues need to be addressed we will discuss them with you following the general environmental site audit. While you have sent us the plans that you have for review and we have visited the facility, we recommend that an Environmental Compliance Audit be the first task that is performed. The Environmental Compliance Audit is an excellent tool that can be used to familiarize the team with the facility, establish baseline conditions, and assesses which local, state, and/or federal regulations are applicable to the wastewater treatment plant. SCOPE OF SERVICES Environment Compliance Audit Environmental compliance audits have been developed as a tool that can help assess compliance with environmental laws and regulations and evaluate conformance with established environmental policies and procedures. Dames & Moore's environmental compliance audits are structured to achieve the audit objectives identified by our clients, and to address the environmental programs of concern at their facilities. c:'data''rnarketin yakima.prp IN Yakima Wastewater Divas' DAMES & MOORE ion July 13, 1995 Page 3 Based on our review of your existing plans and observations during our site visit, we have identified the following general environmental regulatory program areas applicable to YWWD operations. We propose to develop a strategy and prioritization for the evaluation of YWWD's compliance with each of the following regulations as they apply to your facility: • General Occupational Safety and Health Act (OSHA) Compliance Process Safety requirements Hazard Communication (HazCom) Program requirements Chemical Hygiene requirements Respiratory Protection Program requirements Blood Borne Pathogen Program requirements Confined Space Entry Program requirements Lock Out/Tag Out requirements Hazardous Waste Operations and Emergency Response (HAZWOPER) requirements • Clean Water Act (CWA) spill prevention control and countermeasures (SPCC) plan storm water discharges/permitting National Pollutant Discharge Elimination System (NPDES) discharge/permitting • Resource Conservation and Recovery Act (RCRA) solid waste management used oil management hazardous waste management underground storage tank (UST) management • Emergency Planning and Community Right to Know Act (EPCRA, also known as SARA Title III) Emergency Planning and Notification Requirements (Section 301-304 of EPCRA) MSDS inventory requirements (Section 3.11 of EPCRA) Tier II requirements (Section 312 of EPCRA) Form R reporting requirements (Section 313 of EPCRA) c:.datamarketinwakima.prp Yakima Wastewater Divisio DAMES & MOORE July 13, 1995 Page 4 • Clean Air Act (CAA) air emission inventories national ambient air quality standards operating permit requirements review control technology (BACT/RACT) • Toxic Substances Control Act (TSCA) polychlorinated biphenyls (PCB) management asbestos • Uniform Fire Code (UFC) Hazardous Materials Storage requirements The objectives of our compliance audit will be to: • Identify federal, state, and local environmental regulations that apply to each facility; • Assess compliance with the above referenced regulations; and • Provide recommendations for corrective actions to address the identified issues of concern. To meet the objectives described above, Dames & Moore proposes the following tasks be completed. Our proposed technical approach is divided into five individual tasks. This proposed approach has proven successful on similar projects. Our technical approach includes the following tasks: Task 1: Scoping Meeting Task 2: Review of Background Data and Pre -Audit Questionnaire Task 3: Site Visit Task 4: Additional Safety Plan/Program Review Task 5: Preparation of Final Report c:'data\markettn pakima.prp DAMES & MOORE Yakima Wastewater Division July 13, 1995 Page 5 Task 1 - Scoping Meeting A number of important decisions must be made prior to initiating facility compliance audits. Decisions must be made concerning the extent of attorney involvement. audit objectives. the appropriate level of detail, and audit scope. The scope of the audit must be carefully drafted to consider YWWDs objectives, financial limitations, time constraints. areas of special concern, and the roles and responsibilities of the participating parties. Dames & Moore is experienced in facilitating audit program development and will tailor our approach to meet the specific requirements of YWWD. Dames & Moore's Lead Consultant, Kim Marcus, and Project Manager, Carla Minor, will meet with YWWD representatives to discuss the project scope, schedule, and deliverables. The overall goals and objectives of the auditing program will be established. The meeting will include a discussion of project requirements, specific environmental concerns identified during our site visit, and setting of priorities. Development of an environmental management system to facilitate continued compliance will also be discussed. Verbal lines of communication between Dames & Moore's project team and YWWD will be established to provide effective and efficient communication for the length of the project. Task 2 - Review of Background Data and Pre -Audit Questionnaire Once the audit program has been defined, Dames & Moore will begin to gather and review the applicable background information. The principal vehicle for obtaining background information is a pre -audit questionnaire. The Pre -Audit Questionnaire supplies information to auditors through a series questions on environmental matters. It also requests copies of certain background documents such as facility plans, training programs, process flow charts, and environmental permits. Dames & Moore will develop a Pre -Audit Questionnaire to address the specific environmental program areas applicable to YWWD. The Pre -Audit Questionnaire will be provided to YWWD for completion prior to scheduling the site visit. The Dames & Moore audit team will review the completed questionnaire, and the relevant plans, programs and permits prior to conducting the site visit portion of the audit. Task 3 - Site Visit Prior to conducting the site visit, a kick-off meeting and entrance interview will be held with YWWD and Dames & Moore's audit team to discuss the site visit objectives, logistics, schedule, and other relevant information. A site visit will be conducted by Dames & Moore auditors of both facilities. The personnel selected for the site visit will be based on the technical and c:'data marketimyakima.prp DAMES & MOORE Yakima Wastewater DivisiO1r July 13, 1995 Page 6 regulatory requirements of each site-specific review. Facility operations and waste storage, handling and disposal activities will be observed. Interviews with key facility management and responsible personnel will be conducted to obtain accurate information related to facility operations. Facility documents will be reviewed during the site visit including but not limited to environmental permits, waste manifests, environmental management plans, and annual reports. Each of the plans listed in the introductory section of this proposal will be reviewed. Based on conversations with YWWD, we have prioritized the plans and have selected five to begin revising. The revision of these selected high priority plans/programs will occur in Task 4. Upon completion of the audit, a close out meeting will be held with YWWD to discuss environmental issues where we believe that improvements could be instituted in order to be in compliance with the regulations. In addition. Dames & Moore will assess the status of environmental practices related to best management practices and the conformance with local. state, and federal regulations and Division policies and procedures. Our goals in conducting our audits are to be objective, thorough, systematic, accurate, and professional. Task 4 - Additional Safety Plan/Program Review Based on conversations with you we have prioritized the plans that will be addressed first. The Priority 1 plans to be addressed include the: 1. Process Safety Plan, 2a. Safety Manual, 2b. Chlorine and Sulphur Dioxide Handling Plan, 3. Spill Prevention Control and Countermeasure Plan, and 4. Material Storage and Handling 5. Baseline Noise Level Survey The Priority 2 plans to be reviewed are the: 6. Chemical Hygiene Plan for the Laboratory, 7. Exposure Control Plan, c: data \marketin'vakima.prp DAMES & MOORE Yakima Wastewater Division July 13, 1995 Page 7 8. Hazard Communication Program. and As we discussed during our site visit, the Priority 3 plans/programs that will not be reviewed include the: 9. National Pollution Discharge Elimination Program System (NPDES) and 10. Air Emission Plan. During the audit these 8 priority 1 and 2 plans/programs will be reviewed, but only the Priority 1 plans/programs will be revised. After the review we will know how applicable the other plans are and how extensive :night be the any revisions. Task 5 - Preparation of Final Report Following the onsite portion of the audit, Dames & Moore will prepare a Draft Report documenting the audit objectives and scope, the steps taken to complete the audit, an evaluation of facility compliance with applicable environmental regulations, and recorntnendations for corrective actions, if necessary. The report will contain an assessment of the environmental regulatory compliance issues that are applicable to the facility. The Priority 1 plans/programs revisions will be presented in separate reports, as appropriate. The Draft Audit report and Priority 1 plans/programs report will be presented in draft form for YWWDs comments. The final form (ie. separate plans, combined plans, in three ring binders, on CD ROM, etc.) of the Priority 1 plans/programs will be discussed with YWWD prior to finalization. Upon receipt and incorporation of YWW,VD's comments, we will provide two final paper copies of the audit report and one copy on disk to YWWD. SCHEDULE Darns & Moore is prepared to begin work on this project upon receipt of signed authorization to proceed. We anticipate the scoping meeting to be completed within one day. The Pre -Audit Questionnaires should be completed within one week of the scoping meeting. Dames & Moore is prepared to initiate a site visit within one week of receiving the completed Pre -Audit Questionnaire. In most cases, it should be possible to provide the draft audit report within two weeks of the site visit. The revised Priority 1 plans/programs will be provided within two weeks of the draft audit report. The final report will be provided 5 to 7 working days after receipt of comments. In the report we will detail the timing for the completion of the revision of the other lower priority plans/programs revisions. c:.data',marketin yak ima. prp DAMES & MOORE Yakima Wastewater Division July 13, 1995 Page 8 PROFESSIONAL FEES Dames & Moore's cost estimate for performing the scope of work detailed in this proposal is provided below in Table 1A and 1B. The cost estimate for the Environmental Compliance Audit is $17,000. Table 1B shows the estimated costs for revising each of the plans/programs listed as Priority 1. The cost for performing the Priority 1 plans/program review and revisions is estimated at $21,000. We will not exceed the budget estimate without review and approval by YWWD. Costs categories by discipline and other selected cost discounts are provided in the Attached Rate Schedule (Attachment A). Our work will be performed, our findings obtained, and recommendations prepared in accordance with generally accepted environmental science and engineering practices at the time our work is done. Dames & Moore expects to perform the scope of work on a time -and -materials with a upper not -to -exceed cost basis in accordance with our standard Schedule of Charges and the Agreement Between City of Yakima and Dames & Moore, Inc. Thank you very much for the opportunity to provide you with this proposal. If you have any questions, please call. Very truly yours, DAMES & MOORE, INC. -t- ,a,-(, Kim L. Marcus Principal, Geologist Attachment A - Rate Schedule Table 1A - Cost Estimate - Environmental Compliance Audit Program Table 1B - Cost Estimate - Additional Safety Plan/Program Review Schedule of Charges c:\data.marketin\yakima. prp ATTACHMENT A RATE SCHEDULE The following is the Dames & Moore rate schedule for various categories of personnel who may work on projects for the Yakima Wastewater Division. Job Title Rate Principal $135 Project Environmental Scientist $105 Project Manager $90 Project Toxicologist/Certified Industrial Hygienist $105 Project Engineer $80 Project Geologist/Hydrogeologist $75 Project Regulatory Specialist $75 Project Asbestos Designer $70 Staff Engineer $65 Staff Geologist/Hydrogeologist $65 Staff Toxicologist $65 Staff Regulatory Specialist $65 Asbestos Inspector $55 Autocad Operator $60 Technician $45 Graphics Specialist $45 Support Staff (clerical, typist, etc.) $40 Dames & Moore generally adjusts salaries at the beginning of the fiscal year (usually around April 1). OTHER SAVINGS COST AREA Standard Rate • Quick payment within 10 working days of receipt of invoices* 1% *The savings would be credited to the next bill or reimbursed, if at the final billing. The work will be performed on a time and materials basis on a not -to -exceed basis. Projects performed must be authorized by the client prior to commencing the job, and proposals must included an appropriate description of the scope of work, estimated costs, and a schedule. The work performed will be conducted under the Terms and Conditions stated in the attached document (Agreement Between City of Yakima and Dames & Moore. Inc.). TABLE 1A COST ESTIMATE - ENVIRONMENTAL COMPLIANCE AUDIT PROGRAM Task Rate Hours Total Task Total Task 1 - Scoping Meeting Kim Marcus 135 4 $540 Carla Minor 90 8 $720 Dave Godlewski 75 8 $600 Travel and Expenses $750 $2,610 Task 2 - Review of Background Data and Pre -Audit Questionaire Craig Armstrong 105 8 $840 Carla Minor 90 8 $720 Dave Godlewski 75 8 $600 $2,160 Task 3 - Site Visit Craig Armstrong 105 16 $1,680 Carla Minor 90 16 $1,440 Dave Godlewski 75 16 $1,200 Travel and Expenses $800 $5,120 Task 4 - Report Preparation Kim Marcus 135 4 $540 Melody Allen 105 4 $420 Craig Armstrong 105 28 $2,940 Carla Minor 90 16 $1,440 Dave Godlewski 75 16 $1,200 Support Staff 40 8 $250 Equipment, supplies, etc. $320 $7,110 TOTAL PROJECT COST $17,000 TABLE IB COST ESTIMATE - ADDITIONAL SAFETY PLAN/PROGRAM REVIEW Task Rate Hours Total Task Total Task 1 - Safety Meeting Kim Marcus 135 2 $270 Craig Armstrong 105 24 $2,520 Staff Scientist 65 25 $1,625 Support Staff 40 8 $320 Equipment and Supplies $300 $5,035 Task 2 - Safety Manual Revision Kim Marcus 135 2 $270 Craig Armstrong 105 12 $1,260 Staff Scientist 65 20 $1,300 Support Staff 40 6 $240 Equipment and Supplies $250 $3,320 Task 3 - Chlorine & Sulfur Dioxide Handling Plan Revision Kim Marcus 135 2 $270 Craig Armstrong 105 10 $1,050 Carla Minor 90 4 $360 Staff Engineer 65 20 $1,300 Support Staff 40 6 $240 Equipment and Supplies $200 $3,420 Task 4 - SPCC Plan Revision Kim Marcus 135 6 $810 Carla Minor 90 4 $360 Staff Scientist 65 20 $1,300 Support Staff 40 6 $240 Equipment and Supplies $250 $2,960 Task 5 - Material Storage and Handling Plan Kim Marcus 135 2 $270 Carla Minor 90 8 $720 Staff Scientist 65 32 $2,080 Support Staff 40 8 $320 Equipment and Supplies $350 $3,740 Task 6 - Baseline Noise Level Survey Kim Marcus 135 1.5 $203 Craig Armstrong 105 5 $525 Staff Engineer 65 20 $1,300 Support Staff 40 4 $160 Equipment and Supplies $337 $2,525 TOTAL PROJECT COST $21,000 Vt DAMES & MOORE SCHEDULE OF CHARGES UNITED STATES The compensation to Dames & Moore for our professional services is based upon and measured by the following elements, which are com- puted as set forth below. 1.0 PERSONNEL CHARGES See Attachment A - Rate Schedule 2.0 EQUIPMENT CHARGES 2.1 Computer control of project costs will be billed at a rate of $1.25 per each $50 of job charges or fraction thereof. 2.2 Other Dames & Moore equipment, if used, will be billed at the rates noted in the proposal. Where not noted in the proposal, equipment will be billed in accordance with the published rates in the current Dames & Moore Equipment Rate Catalog. 3.0 OTHER SERVICED AND SUPPLIES 3.1 Charges for services, equipment and facilities not furnished directly by Dames & Moore, and any unusual items of expense not customarily incurred in our normal operations, are computed as follows: 3.1.1 Non -personnel costs, including attorneys' fees, incurred in responding to any subpoena or other judicial or governmental request for documents or testimony in connection with the Scope of Services, without regard to any other limitation on compensation. 3.1.2 Tariff rates for telecommunications and delivery services. 3.1.3 Cost plus 10 percent for other shipping charges, subsistence, transportation, printing and reproduction, miscellaneous supplies and rentals. 3.1.4 Cost plus 15 percent for surveying services, land drilling equipment. construction equipment, testing laboratories, contract labor. 3.1.5 Cost plus 25 percent for aircraft, watercraft, helicopter and marine drilling equipment and operation. AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND DAMES & MOORE, Inc. FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this 1,6 day of . ilk. .; ,s5 j7 , 1995, by and between the City of Yakima, Washing -ion with principal offices at 129 N. Second Street, Yakima, Washington 98901, hereinafter referred to as "CITY", and Dames and Moore, 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 Environmental Compliance Audit and Additional Safety Plan/Program Review, herein called the "PROJECT". WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide for "Environmental Compliance Audit and Additional Safety Plan/Program Review." 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 1.1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES Page 1 Process safety contract July 20, 1995 2.1.1 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. 2.2 BASIC SERVICES. CONSULTANT agrees to perform those planned tasks described in Exhibit A, entitled "Environmental Compliance Audit and Additional Safety Plan/Program Review." Which is part of this Agreement as if fully set forth herein. 2.3 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". 2.3.1 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 2.3.2 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 A 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. 2.3.3 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from the date of receipt by the Page 2 Process safety contract July 20, 1995 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 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 of 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. Page 3 Process safety contract July 20, 1995 3.5 CITY REPRESENTATIVE(S) 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 written notice shall not constitute a waiver of any of the CITY'S rights under this AGREEMENT. 3.6 CITY PROVIDED DOCUMENTS 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 4.1.1 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. SECTION 5 COMPENSATION 5.1 COMPENSATION ON AN HOURLY BASIS For the completion of the Scope of Services specified in Exhibit A, consultant will be paid a sum not to exceed $38,000. Labor hours Page 4 Process safety contract July 20, 1995 charged in fiscal year 1995 will be according to Attachment A - RATE SCHEDULE. 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 tests and analyses; computer services; word processing services; 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 other similar costs. Charges for direct expenses are outlined in the Schedule of Charges included in Exhibit A, Schedule of Charges 5.2 BUDGET Unless specifically authorized by the CITY, the total budgetary amount for the Scope of Services outlined in Exhibit A shall not exceed Thirty Eight Thousand Dollars, ($38,000). Of this amount Seventeen Thousand Dollars, ($17,000) will be for the Environmental Compliance Audit and Twenty One Thousand Dollars, ($21,000) will be for the Additional Safety Plan/Program Review. 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 have been incurred after the approved increase. 5.2.1 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 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 Page 5 Process safety contract July 20, 1995 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. 5.2.2 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. 5.2.3 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 CONSULTANT of a release of all liens or claims for payment 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. 5.2.4 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. Page 6 Process safety contract July 20, 1995 SECTION 6 RESPONSIBILITY OF CONSULTANT 6.1.1 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. 6.1.2 CITY'S review of 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. 6.2 LIMITATION OF LIABILITY 6.2.1 "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. Page 7 Process safety contract July 20, 1995 6.2.2 This limitation of liability 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, except for 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. 6.2.3 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 representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom. 6.3 INDEMNIFICATION 6.3.1 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 or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the 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. Page 8 Process safety contract July 20, 1995 6.3.2 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 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 misconduct of the CITY, its employees or agents in connection with the project. 6.3.3 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 the 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. 6.3.4 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. 6.3.5 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; but only to the extent of CONSULTANT'S negligence or willful misconduct. Such waiver has been mutually negotiated by the CONSULTANT and the CITY as evidenced by their specific and express initialing of this paragraph. 0 (Consultant's Initials) (City's Initials) 6.3.6 It is understood that any resident engineering or inspection provided by CONSULTANT is for the purpose of determining Page 9 Process safety contract July 20, 1995 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. 6.4 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. Furthermore, CONSULTANT shall not be responsible for claims arising from any conditions of the project site which pre-exist the date of this Agreement. Pre-existing conditions shall include but not be limited to any underground condition, structure utilities, foundation, contamination, or the potential for contamination, or any risk to impairment of health related to the presence of hazardous materials or substances. The CITY agrees to indemnify, defend, and hold harmless CONSULTANT from and against any claim, liability, or defense cost related to any such pre- existing condition, except for claims caused by the sole negligence, gross negligence, or will misconduct of CONSULTANT. SECTION 7 PROJECT SCHEDULE AND BUDGET 7.1 GENERAL REQUIREMENTS 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 Page 10 Process safety contract July 20, 1995 individual tasks shall be mutually agreed to by 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. 7.1.1 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 INDEMNIFICATION All work products of the CONSULTANT are instruments or service of this PROJECT. Reuse, change or alternation by the CITY or others acting through or in 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 alternation. 8.1.1 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 Page 11 Process safety contract July 20, 1995 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 GENERAL REQUIREMENTS 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. 9.1.1 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. 9.1.2 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. 9.1.3 The CONSULTANT shall insure that substantially the foregoing paragraphs are included in each subcontract for work on the Project. SECTION 10 INSURANCE 10.1 CONSULTANT RESPONSIBILITIES Page 12 Process safety contract July 20, 1995 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 liability insurance as required by state law. 10.1.4. Professional liability insurance. The limit shall be not less than $1,000,000. 10.2 INSURANCE MODIFICATION AND CLAIM REQUIREMENTS employer's of liability 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 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 Page 13 Process safety contract July 20, 1995 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 or as amended: 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 12.1.1 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 13.1.1 This Agreement represents the entire understanding of CITY and CONSULTANT 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. Page 14 Process safety contract July 20, 1995 SECTION 14 JURISDICTION AND VENUE 14.1.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in that state. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts 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 15.1.1 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 16.1.1 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 NOTIFICATION REQUIREMENTS Page 15 Process safety contract July 20, 1995 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. 17.1.1 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. 17.1.2 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. Page 16 Process safety contract July 20, 1995 17.1.3 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. 17.1.4 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 subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT retaining copies of the same. 17.1.5 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. 17.1.6 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 17.4 of this Section. 17.1.7 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 performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this Page 17 Process safety contract July 20, 1995 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 DAMES & MOORE Inc. By: ATTEST: cti g City Clerk Date: 11 iQ'S-. City Contract No. Page 18 Process safety contract July 20, 1995 Signature 4,' , d v14 r v S Printed Name \C Title c1\pias• D ate EXHIBIT A DAMES & MOORE 808 EASTSPRAGUE PRAGE AV511. FO hR .E�� WASHINGTON AS.1NCTO 9920 2 (509) 8387430 FAX (509) 456-7.77 July 13, 1995 Mr. Bruce R. Bates Wastewater Division Department of Engineering & Utilities 2220 E. Viola Yakima, Washington 98901 Proposal to Provide Compliance Audits and Program Development Yakima Wastewater Treatment Division City of Yakima. Washinzton Dear Mr. Bates: Dames & Moore is very pleased to have been selected by the Yakima Wastewater Division (YWWD) to provide various environmental assistance including process safety and management planning services at the Cities Wastewater Treatment Plant and Wastewater Collections Building. The purpose of the services Dames & Moore will provide is to update existing management plans and to develop other regulatory required documentation. The areas addressed in this proposal were outlined in your request for Statement of Qualifications dated April 18, 1995 and discussed during a site visit on June 9, 1995. These areas included: • General Environmental Compliance, • Process Safety Plan (revised), • Chemical Hygiene Plan (revised), • Exposure Control Plan (revised), • Safety Manual (revised), • Chlorine and Sulphur Dioxide Handling Plan (revised), • Hazard Communication Program, • National Pollution Discharge Elimination Program (NPDES), • Spill Prevention Control and Countermeasure Plan (revised), and • Air Emission Plan. c:\data ,marketinlvakima. prp OFFICES WORLDWI DE D ES & MOORS Yakima Wastewater Division July 13, 1995 Page 2 In addition, the YWWD has requested that a baseline noise level survey be performed as part of the safety program. No previous audiological programs or plans have been perfouned. During the audit program underground storage tank records will be reviewed. The YWWD may want to assess the need to have underground storage tanks decommissioned. Also the presences of asbestos may be assessed in future programs. These issues will not be addressed at this time, but will be included in the environmental audit. Plans that will not be addressed because they have only recently been prepared or updated include: • Blood Borne Pathogens, • Laboratory Quality Assurance Program, • Substance Abuse Program, and the • Confined Space Entry Program. Dames & Moore will review these four plans/programs for completeness, compliance and information for the other programs. We assume for the purposes of this proposal, that no additional work will be needed to address these issues. If issues need to be addressed we will discuss them with you following the general environmental site audit. While you have sent us the plans that you have for review and we have visited the facility, we recommend that an Environmental Compliance Audit be the first task that is performed. The Environmental Compliance Audit is an excellent tool that can be used to familiarize the team with the facility, establish baseline conditions, and assesses which local, state, and/or federal regulations are applicable to the wastewater treatment plant. SCOPE OF SERVICES Environment Compliance Audit Environmental compliance audits have been developed as a tool that can help assess compliance with environmental laws and regulations and evaluate conformance with established environmental policies and procedures. Dames & Moore's environmental compliance audits are structured to achieve the audit objectives identified by our clients, and to address the environmental programs of concern at their facilities. c:\data\marketin \yakima. prp D DAME MOORE Yakima Wastewater Division July 13, 1995 Page 3 Based on our review of your existing plans and observations during our site visit, we have identified the following general environmental regulatory program areas applicable to YWWD operations. We propose to develop a strategy and prioritization for the evaluation of YWWD's compliance with each of the following regulations as they apply to your facility: • General Occupational Safety and Health Act (OSHA) Compliance Process Safety requirements Hazard Communication (HazCom) Program requirements Chemical Hygiene requirements Respiratory Protection Program requirements Blood Borne Pathogen Program requirements Confined Space Entry Program requirements Lock Out/Tag Out requirements Hazardous Waste Operations and Emergency Response (HAZWOPER) requirements • Clean Water Act (CWA) spill prevention control and countermeasures (SPCC) plan storm water discharges/permitting National Pollutant Discharge Elimination System (NPDES) discharge/permitting • Resource Conservation and Recovery Act (RCRA) solid waste management used oil management hazardous waste management underground storage tank (UST) management • Emergency Planning and Community Right to Know Act (EPCRA, also known as SARA Title III) Emergency Planning and Notification Requirements (Section 301-304 of EPCRA) MSDS inventory requirements (Section 311 of EPCRA) Tier II requirements (Section 312 of EPCRA) Form R reporting requirements (Section 313 of EPCRA) c::data ,marketin',yakima. prp �= ry DAMES & MOORE Yakima Wastewater Divisiolr July 13, 1995 Page 4 • Clean Air Act (CAA) air emission inventories national ambient air quality standards operating permit requirements review control technology (BACT/RACT) • Toxic Substances Control Act (TSCA) polychlorinated biphenyls (PCB) management asbestos • Uniform Fire Code (UFC) - Hazardous Materials Storage requirements The objectives of our compliance audit will be to: • Identify federal, state, and local environmental regulations that apply to each facility; • Assess compliance with the above referenced regulations; and • Provide recommendations for corrective actions to address the identified issues of concern. To meet the objectives described above, Dames & Moore proposes the following tasks be completed. Our proposed technical approach is divided into five individual tasks. This proposed approach has proven successful on similar projects. Our technical approach includes the following tasks: Task 1: Scoping Meeting Task 2: Review of Background Data and Pre -Audit Questionnaire Task 3: Site Visit Task 4: Additional Safety Plan/Program Review Task 5: Preparation of Final Report c:\datmmarketiwyakima.prp Yakima Wastewater Division July 13, 1995 Page 5 Task 1 - Scoping Meeting A number of important decisions must be made prior to initiating facility compliance audits. Decisions must be made concerning the extent of attorney involvement, audit objectives, the appropriate level of detail, and audit scope. The scope of the audit must be carefully drafted to consider YWWDs objectives, financial limitations, time constraints, areas of special concern, and the roles and responsibilities of the participating parties. Dames & Moore is experienced in facilitating audit program development and will tailor our approach to meet the specific requirements of YWWD. Dames & Moore's Lead Consultant, Kim Marcus. and Project Manager, Carla Minor, will meet with YWWD representatives to discuss the project scope, schedule, and deliverables. The overall goals and objectives of the auditing program will be established. The meeting will include a discussion of project requirements, specific environmental concerns identified during our site visit, and setting of priorities. Development of an environmental management system to facilitate continued compliance will also be discussed. Verbal lines of communication between Dames & Moore's project team and YWWD will be established to provide effective and efficient communication for the length of the project. Task 2 - Review of Background Data and Pre -Audit Questionnaire Once the audit program has been defined, Dames & Moore will begin to gather and review the applicable background information. The principal vehicle for obtaining background information is a pre -audit questionnaire. The Pre -Audit Questionnaire supplies information to auditors through a series questions on environmental matters. It also requests copies of certain background documents such as facility plans, training programs, process flow charts, and environmental permits. Dames & Moore will develop a Pre -Audit Questionnaire to address the specific environmental program areas applicable to YWWD. The Pre -Audit Questionnaire will be provided to YWWD for completion prior to scheduling the site visit. The Dames & Moore audit team will review the completed questionnaire, and the relevant plans, programs and permits prior to conducting the site visit portion of the audit. Task 3 - Site Visit Prior to conducting the site visit, a kick-off meeting and entrance interview will be held with YWWD and Dames & Moore's audit team to discuss the site visit objectives, logistics, schedule, and other relevant information. A site visit will be conducted by Dames & Moore auditors of both facilities. The personnel selected for the site visit will be based on the technical and c:data marketimyakima.prp DAMES M OGRE Yakima Wastewater Division - July 13, 1995 Page 6 regulatory requirements of each site-specific review. Facility operations and waste storage, handling and disposal activities will be observed. Interviews with key facility management and responsible personnel will be conducted to obtain accurate information related to facility operations. Facility documents will be reviewed during the site visit including but not limited to environmental permits, waste manifests, environmental management plans, and annual reports. Each of the plans listed in the introductory section of this proposal will be reviewed. Based on conversations with YWWD, we have prioritized the plans and have selected five to begin revising. The revision of these selected high priority plans programs will occur in Task 4. Upon completion of the audit, a close out meeting will be held with YWWD to discuss environmental issues where we believe that improvements could be instituted in order to be in compliance with the regulations. In addition, Dames & Moore will assess the status of environmental practices related to best management practices and the conformance with local. state, and federal regulations and Division policies and procedures. Our goals in conducting our audits are to be objective, thorough, systematic, accurate, and professional. Task 4 - Additional Safety Plan/Program Review Based on conversations with you we have prioritized the plans that will be addressed first. The Priority 1 plans to be addressed include the: 1. Process Safety Plan, 2a. Safety Manual, 2b. Chlorine and Sulphur Dioxide Handling Plan, 3. Spill Prevention Control and Countermeasure Plan, and 4. Material Storage and Handling 5. Baseline Noise Level Survey The Priority 2 plans to be reviewed are the: 6. Chemical Hygiene Plan for the Laboratory, 7. Exposure Control Plan, c:' data \marketin` yak ima. prp DANES(St Yakima Wastewater Division July 13, 1995 Page 7 8. Hazard Communication Program, and As we discussed during our site visit, the Priority 3 plans/programs That will not be reviewed include the: 9. National Pollution Discharge Elimination Program System (NPDES) and 10. Air Emission Plan. During the audit these 8 priority 1 and 2 plans/programs will be reviewed, but only the Priority 1 plans/programs will be revised. After the review we will know how applicable the other plans are and how extensive :night be the any revisions. Task 5 - Preparation of Final Report Following the onsite portion of the audit, Dames & Moore will prepare a Draft Report documenting the audit objectives and scope, the steps taken to complete the audit, an evaluation of facility compliance with applicable environmental regulations, and recommendations for corrective actions, if necessary. The report will contain an assessment of the environmental regulatory compliance issues that are applicable to the facility. The Priority 1 pians/programs revisions will be presented in s.parate reports, as appropriate. The Draft Audit report and Priority 1 plans/programs report will be presented in draft form for YWWDs comments. The final fore (ie. separate pians, combined plans, in three ring binders, on CD ROM, etc.) of the Priority 1 plans/programs will be discussed with YWWD prior to finalization. Upon receipt and incorporation of YWWD's comments, we will provide two final paper copies of the audit report and one copy on disk to YWWD. SCHEDULE Dames & Moore is prepared to begin work on this project upon receipt of signed authorization to proceed. We anticipate the scoping meeting to be completed within one day. The Pre -Audit Questionnaires should be completed within one week of the scoping meeting. Dames & Moore is prepared to initiate a site visit within one week of receiving the completed Pre -Audit Questionnaire. In most cases, it should be possible to provide the draft audit report within two weeks of the site visit. The revised Priority 1 plans/programs will be provided within two weeks of the draft audit report. The final report will be provided 5 to 7 working days after receipt of comments. In the report we will detail the timing for the completion of the revision of the other lower priority pians/programs revisions. c: ,data,rnarketin\yak ima. prp h` DAMES & MOORE Yakima Wastewater Division July 13, 1995 Page 8 PROFESSIONAL FEES Dames & Moore's cost estimate for performing the scope of work detailed in this proposal is provided below in Table lA and 1B. The cost estimate for the Environmental Compliance Audit is $17,000. Table 1B shows the estimated costs for revising each of the plans/programs listed as Priority 1. The cost for performing the Priority 1 plans/program review and revisions is estimated at $21,000. We will not exceed the budget estimate without review and approval by YWWD. Costs categories by discipline and other selected cost discounts are provided in the Attached Rate Schedule (Attachment A). Our work will be performed, our findings obtained, and recommendations prepared in accordance with generally accepted environmental science and engineering practices at the time our work is done. Dames & Moore expects to perform the scope of work on a time -and -materials with a upper not -to -exceed cost basis in accordance with our standard Schedule of Charges and the Agreement Between City of Yakima and Dames & Moore, Inc. Thank you very much for the opportunity to provide you with this proposal. If you have any questions, please call. Very truly yours, DAMES & MOORE, INC. Kim L. Marcus Principal, Geologist Attachment A - Rate Schedule Table 1A - Cost Estimate - Environmental Compliance Audit Program Table 1B - Cost Estimate - Additional Safety Plan/Program Review Schedule of Charges c: \data\marketin\yaki ma. prp ATTACHMENT A RATE SCHEDULE The following is the Dames & Moore rate schedule for various categories of personnel who may work on projects for the Yakima Wastewater Division. Job Title Rate Principal $135 Project Environmental Scientist $105 Project Manager $90 Project Toxicologist/Certified Industrial Hygienist $105 Project Engineer $80 Project Geologist/Hydrogeologist $75 Project Regulatory Specialist $75 Project Asbestos Designer $70 Staff Engineer $65 Staff Geologist/Hydrogeologist $65 Staff Toxicologist $65 Staff Regulatory Specialist $65 Asbestos Inspector $55 Autocad Operator $60 Technician $45 Graphics Specialist $45 Support Staff (clerical, typist, etc.) $40 Dames & Moore generally adjusts salaries at the beginning of the fiscal year (usually around April 1). OTHER SAVINGS COST AREA Standard Rate • Quick payment within 10 working days of receipt of invoices* 1% *The savings would be credited to the next bill or reimbursed, if at the final billing. The work will be performed on a time and materials basis on a not -to -exceed basis. Projects performed must be authorized by the client prior to commencing the job, and proposals must included an appropriate description of the scope of work, estimated costs, and a schedule. The work performed will be conducted under the Terms and Conditions stated in the attached document (A2reement Between City of Yakima and Dames & Moore. Inc.). TABLE 1A COST ESTIMATE - ENv►RONMENTAL COMPLIANCE AUDIT PRCi6RAM Task Rate Hours Total Task Total Task 1 - Scoping Meeting Kim Marcus 135 4 $540 Carla Minor 90 8 $720 Dave Godlewski 75 8 $600 Travel and Expenses $750 $2,610 Task 2 - Review of Background Data and Pre -Audit Questionaire Craig Armstrong 105 8 $840 Carla Minor 90 8 $720 Dave Godlewski 75 8 $600 $2,160 Task 3 - Site Visit Craig Armstrong 105 16 $1,680 Carla Minor 90 16 $1,440 Dave Godlewski 75 16 $1,200 Travel and Expenses $800 $5,120 Task 4 - Report Preparation Kim Marcus 135 4 $540 Melody Allen 105 4 $420 Craig Armstrong 105 28 $2,940 Carla Minor 90 16 $1,440 Dave Godlewski 75 16 $1,200 Support Staff 40 8 $250 Equipment, supplies, etc. $320 $7,110 TOTAL PROJECT COST $17,000 TABLE 1B COST ESTIMATE - ADDITIONAL SAFETY PLAN/PROGRAM REVIEW Task Rate Hours Total Task Total Task 1 - Safety Meeting Kim Marcus 135 2 $270 Craig Armstrong 105 24 $2,520 Staff Scientist 65 25 $1,625 Support Staff 40 8 $320 Equipment and Supplies $300 $5,035 Task 2 - Safety Manual Revision Kim Marcus 135 2 $270 Craig Armstrong 105 12 $1,260 Staff Scientist 65 20 $1,300 Support Staff 40 6 $240 Equipment and Supplies $250 $3,320 Task 3 - Chlorine & Sulfur Dioxide Handling Plan Revision Kim Marcus 135 2 ' $270 Craig Armstrong 105 10 $1,050 Carla Minor 90 4 $360 Staff Engineer 65 20 $1,300 Support Staff 40 6 $240 Equipment and Supplies $200 $3,420 Task 4 - SPCC Plan Revision Kim Marcus 135 6 $810 Carla Minor 90 4 $360 Staff Scientist 65 20 $1,300 Support Staff 40 6 $240 Equipment and Supplies $250 $2,960 Task 5 - Material Storage and Handling Plan Kim Marcus 135 2 $270 Carla Minor 90 8 $720 Staff Scientist 65 32 $2,080 Support Staff 40 8 $320 Equipment and Supplies $350 $3,740 Task 6 - Baseline Noise Level Survey Kim Marcus 135 1.5 $203 Craig Armstrong 105 5 $525 Staff Engineer 65 20 $1,300 Support Staff 40 4 $160 Equipment and Supplies $337 $2,525 TOTAL PROJECT COST $21,000 DAMES & MOORE SCHEDULE OF CHARGES UNITED STATES The compensation to Dames & Moore for our professional services is based upon and measured by the following elements, which are com- puted as set forth below. 1.0 PERSONNEL CHARGES See Attachment A - Rate Schedule 2.0 EQUIPMENT CHARGES 2.1 Computer control of project costs will be billed at a rate of $1.25 per each $50 of job charges or fraction thereof. 2.2 Other Dames & Moore equipment, if used, will be billed at the rates noted in the proposal. Where not noted in the proposal, equipment will be billed in accordance with the published rates in the current Dames & Moore Equipment Rate Catalog. 3.0 OTHER SERVICED AND SUPPLIES 3.1 Charges for services, equipment and facilities not furnished directly by Dames & Moore, and any unusual items of expense not customarily incurred in our normal operations, are computed as follows: 3.1.1 Non -personnel costs, including attorneys' fees, incurred in responding to any subpoena or other judicial or governmental request for documents or testimony in connection with the Scope of Services, without regard to any other limitation on compensation. 3.1.2 Tariff rates for telecommunications and delivery services. 3.1.3 Cost plus 10 percent for other shipping charges, subsistence, transportation, printing and reproduction, miscellaneous supplies and rentals. 3.1.4 Cost plus 15 percent for surveying services, land drilling equipment, construction equipment, testing laboratories, contract labor. 3.1.5 Cost plus 25 percent for aircraft, watercraft, helicopter and marine drilling equipment and operation. RESOLUTION NO. 195- i 4 A RESOLUTION authorizing the execution of an agreement for professional engineering and consulting services between the City of Yakima, a municipal corporation, and Dames and Moore Inc. WHEREAS, the City of Yakima is responsible for the protection of the environment and the safety of its employees and the public at the Yakima Wastewater Facility WHEREAS, several new State and Federal mandates including regulations under the Occupational Safety and Health Administration, the Environmental Protection Agency and several existing regulations require the City to perform specific work tasks. WHEREAS, the City is required to conduct an environmental compliance audit and routinely maintain and develop numerous safety plans in accordance with State and Federal mandates. WHEREAS, Dames and Moore, Inc. has been selected to provide professional consulting services in response to the need to secure current safety plans and conduct an environmental compliance audit and these services are 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 Clerk and the City Manager are hereby authorized and directed to execute the attached and incorporated Contract for professional consulting services with Dames and Moore, Inc. for the City of Yakima. ADOPTED THIS Stn day of Aust , 1995. ATTEST: ELYNN SKflvAI J ACTING CITY CLERK Sludge Resolution 7/20/95 CW S / CLARE SCE C. BARJETT MAYOR PRO TEM C'er',; f 4 lo be a true and correct copy of Zh e c:.11g iia fled in my office. CITY CLERK Deputy ti ITEM TITLE: SUBMITTED BY: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. /'/_ For Meeting Of 8/12/95 Contract for proposal to provide Environmental Compliance Audit and Safety Program Development for the Wastewater Division Chris Waarvick, Wastewater Superintendent Bruce Bates, Assistant Wastewater Superintendent Glenn Rice, ACM CONTACT PERSON/TELEPHONE: Chris Waarvick/575-6078 SUMMARY EXPLANATION: Staff respectfully requests City Council to approve the attached resolution authorizing the City Manager to execute the accompanying contract with Dames and Moore of Spokane, Washington for Environmental Compliance Audit and Safety Program Development for the Wastewater Division. Consultants were asked to submit statements of qualifications after being selected from the City of Yakima's official engineering services roster. Four consulting firms were interviewed and toured the Yakima Wastewater facility. Dames and Moore was selected based upon their qualifications, the interview process, and their statement of qualifications. An "Environmental Compliance Audit" measures compliance with regulatory safety standards and ensures provision of plans and activities to achieve or maintain compliance in an ever increasingly complex regulatory environment. ...continued... Resolution X Ordinance _Contract X Other (Specify) Funding Source 476 Fund -- Comprehensive Planni APPROVED FOR SUBMITTAL: 4e FA Cit anager STAFF RECOMMENDATION: Approve resolution authorizing the City Manager to execute the accompanying contract for Environmental Compliance Audit and Safety Program Development from Dames and Moore of Spokane. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution No. R-95-114 process risk management August 3, 1995 cw While these services conceivably could include NPDES discharge permit compliance issues, the scope of the work outlined in the accompanying contract does not address the traditional water quality compliance issues. Those issues have historically been handled by division staff with assistance from retained, specialized legal counsel. Experts predict that over 33,000 water and wastewater facilities using chlorine, sulfur dioxide, and ammonia will be regulated under EPA's proposed risk management regulation to prevent accidental chemical releases. The broad array of regulatory issues contained in this contract is mandated by two standards. The first standard - a 1992 OSHA process safety management (PSM) rule (29 CFR Part 1910) emphasizes management of hazards associated with highly hazardous chemicals. Key compliance points under the OSHA PSM rule include: • Employee participation. Employers must develop a written plan describing how they will involve employees in PSM elements and provide access to all PSM information. • Process safety information. Employers must keep records of toxicity, permissible exposure limits, physical data, reactivity data, corrosivity data, thermal and chemical stability data, and numerous related information. • Process hazard analyses. A "what if" analysis which predicts effects from potential safety equipment failures. • Operating procedures. A detailed operating procedure for each hazardous process with regular updates for equipment or process changes. • Training Program. All employees working with hazardous processes must be thoroughy trained in process, safety, and emergency procedures. • Contractors. Employers must inform contractors working near chemical processes of all work hazards and of the emergency action plan. • Pre -startup safety reviews. Must be performed on new or modified process facilities to ensure equipment and construction meets design and safety standards. • Mechanical integrity. Detailed maintenance procedures and documentation must be maintained throughout the facility. • Hot work permit. Employers must maintain a permit program for welding and brazing activities near chemical processes. • Management of change. Employers must maintain a program to prevent incidents due to change in process equipment, technology, chemicals or procedures. • Incident investigation. Employers must implement specific incident investigation and documentation procedures. • Emergency planning and response. Emergency action plans and training must be implemented. • Compliance safety audits. To be performed every three years to certify and update compliance with this rule. The second standard- the EPA risk management planning, (RMP), places special emphasis on environmental risk outside the operating facility as opposed to that placed by OSHA on catastrophic consequences within a plant. Three major risk management program components will most likely affect the Yakima Wastewater facility. Those components include; hazard assessment, prevention program, and an emergency response program. The first task logically is to perform an environmental compliance audit and prepare a report outlining acceptable performance and deficiencies. This Division recently received a national safety award for nearly 300,000 hours free of lost time accidents. Maintaining this level of performance requires an investment in review, oversight and training. The contract process risk management August 3, 1995 cw specifies a negotiated scope of work and not to exceed cost of $38,000. The financial support for this consultant contract will be from appropriated resources in the 476 Fund. Historically, much of Wastewater's planning has been supported from the 476 Fund. process risk management August 3, 1995 ow