HomeMy WebLinkAbout5.451 Original Contract
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
THE CITY OF PORT ANGELES
AND
CH2M HILL, INC.
RELATING TO: Review of Port Angeles Landfill Focused Feasibility Study
THIS AGREEMENT is made and entered into this 20~ day of Oc.;-ro~ , 1991 by and between THE CITY OF
PORT ANGELES, a non-charter code city of the State of Washington. (hereinafter called the "CITY') and CHzM Hill, lne., a
Florida Corporation (hereinafter called the .CONSUL TANT").
WHEREAS, the CITY desires to have an independent review conducted of the Port Angeles Landfill Focused Feasibility Study
completed by Parametrix, Inc. in September 1997, and
WHEREAS, the CITY desires to engage the professional services and assistance of a qualified consulting firm to perform the
revi~w of the study, and
WHEREAS, the CONSULTANT represents that It is In full compliance with the statutes of the Slate of Washington for
professional registration and/or other applicable requirements, and
WHEREAS, the CONSULTANT represents that It has the background, experience. and ability to pGrform the required work
In accordance with the highest standards of the profession, and
WHEREAS, the CONSULTANT represents that it will provide qualified personnel and appropriate facilities necessary to
accomplish the work;
NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants and agreements set
forth below, the parties hereto agree as follows;
SCOPE OF WORK
The scope of professional services to be performed and the results to be achieved by the CONSULTANT shall be as detailed
in the attached Exhibit A, and shall include all services and material necessary to accomplish the work.
The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, based on the criteria set forth In Exhibit
A, the CONSULTANT shall make such changes as may be required by the CITY. Such changes shall not constitute "Extra
Work" as related in Section XI of this Agreement
The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the standards of the
profession and in compliance with applicable federal, state and local laws-
The Scope of Work may be amended upon written approval of both parties_
II OWNERSHIP OF DOCUMENTS
Upon completion of the work, all documents, exhibits, photographic negatives, or other presentations of the work shall become
the property of the CITY for use without restrtcUon and without representation as to suitability for reuse by any other party unless
specifically verified or adapted by the CONSULTANT. However, any alteration or reuse of the documents, by the City or by
others acting through or on behalf of the City, will be at the City's sole risk.
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III DESIGNATION OF REPRESENTATIVES
Each party shall designate its representatives In writing. The CONSULTANT'S representative shall be subject to the approval
ofthe CITY.
IV TIME OF PERFORMANCE
The CONSULTANT may begin work upon execution of this Agreement by both parties. The work shall be completed in
accordance with the schedule set forth In the attached Exhibit D.
V PAYMENT
The CITY shall pay the CONSULTANT as set forth in this section of the Agreement. Such payment shall be full compensation
for work performed, services rendered, and all labor, materials, supplies. equipment and Incidentals necessary to oomplete
the work.
A. Payment shall be on the basis of the CONSUL TANrS cost for actual labor, overhead and profit plus CONSUL TANrS
direct non-salary reimbursable costs as set forth In the attached Exhibits Band C, respectively.
B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall detail the work, hours,
employee name, and hourly rate; shall itemize with receipts and invoices the non-salary direct costs; shall indicate
the specific task or aclMly in the Scope of Work to which the cos1s are related; and shall indicate the cumulative total
for each task.
C. The CI1Y shall review the Invoices and make payment for the percentage of the projeot that has been completed less
tho amounts previously paid.
D. The CONSULTANT invoices are due and payable within 30 days of receipt. In the event of a disputed billing, only the
disputed portion will be withheld from payment.
E. Final payment for the balance due to the CONSULTANT will be made upon the completion of the work and
acceptance by the CITY.
F. Payment for "Extra Work" performed under Section XI of this ~reemerrt shall be as agreed to by the parties in writing.
VI MAXIMUM COMPENSATION
Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation and reimbursement under this
Agreement, including labor, direct non-salary reimbursable costs and outside services, shall not exceed the maximum sum
of $2,000 .
VII EMPLOYMENT
Employees of the CONSULTANT, while engaged In the performance of any work or senllees under this Agreement, shall be
considered employees of the CONSULTANT only and not of the CITY. and claims that may arise under the Workman's
Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a
consequence of any negligent act or omission on the part of the CONSULTANTS employees while so engaged, on any of
the work or services provided to be rendered herein. shall be the sole olllgatlon and responsibility of the CONSULTANT.
In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY employee without the City's
written consent.
IX SUBCONTRACTS
A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement without the written consent
of the CITY.
B. The CONSULTANT will be uOOg the firms submitted with its proposal as subcontractors. Subcontractors other than
those listed shall not be permitted without the written consent of the CITY.
C. In all solicitation either by competitive bidding or negotiation made by the CONSULTANT for work to be performed
pursuant to a subcontract, including procurement of materials and equipment, each potential subconsultant or supplier
shall be notified by the CONSULTANT of Consultanfs obligations under thiS Agreement, including the
nondiscrimination requirements.
X CHANGES IN WORK
other than changes directed by the CITY as set forth in Section I above, either party may request changes in the scope of work.
Such changes shall not become part of this Agreement unless and until mutually agreed upon and Ineorporated herein by
written amendments to thIs Aareement executed by both parties.
XI EXTRA WORK
The CITY may desire to have the CONSULTANT perform work or render services In connection with this project, in addition
to the Scope of Work set forth in Exhibit A and minor revisions to satisfactorily completed work. Such work shall be considered
as "Extra Work" and shall be addressed in a written supplement to this Agreement. The CITY shall not be responsible for
paying for such extra work unless and until the written supplement is executed by both parties.
. XII TERMINATION OF AGREEMENT
A. The CITY may terminate this Agreement at any time upon not less than ten (10) days written notice to the
CONSULTANT. Written notice will be by certified mail sent to the consultanfs designated representaUve at the
address provided by the CONSULTANT.
B. In the event this Agreement is terminated prior to the completion of the work, a final payment shall be made to the
CONSULTANT, which, when added to any payments previously made, shall compensate the CONSULTANT for the
percentage of work completed.
C. In the event this Agreement is terminated prior to completion of the work, documents that are the property of the CITY
pursuant to Section II above, shall be delivered to and received by the CITY prior to transmittal of final payment to the
CONSULTANT. '
XIII INDEMNIFICATION/HOLD HARMLESS
The CONSULTANT agrees to indemnifY the CITY from any claims, damages, 10S89S, and costs, including, but not limited to,
attorneys fees and ltigation oosls. arising out of claims by third parties for property damage and bodily injury, including death,
earused solely by the negligence or Willful misconduct of the CONSUL TANT, CONSULTANT employees, affiliated
corporations, officers, and subcontractors in connection with the work performed under this Agreement.
The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and costs, including, but not limited to,
attorney's fees and IltIgaUon costs, arising out of claims by third parties for property damage and bodily Injury, inclUding death,
caused solely by the negligence or willful misconduct of the CITY, CITY's employees, or agents in connection with the work
performed under this Agreement
If the negligence or willful misconduct of both CONSULTANT and CITY (or a person identified above for whom each is liable)
is a cause of such damage or injury, 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 shall apply for such proportion.
Should a court of competent jurisdiction ~etermine that this Agreement is subject to RCW 4.24.115, then. in the event of liability
for damages arising out of bodily injury to persons or damages to property caused by or resulting ftom the concurrent
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negl~ence of the CONSULTANT and the CITY, Its officers, officials, employees. and volunteers, the CONSULTANT'S liability
hereunder 6hall be only to the extent of the CONSUL TANrS negligence. It Is further specifically and expressly understood
that the indemnification provided herein constitutes the CONSULTANT'S waiver of immunity under Industrial Insurance, Title
51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The
provisions of this section shall sulVive the expiration or termination of this Agreement. However, the CONSULTANT espressly
reserves Its rights as a third person set forth in RCW 5124.035.
XIV INSURANCE
The CONSULTANT shall procure and maintain for the duration of the Agreement, Insurance against claims for injuries to
persons or damage to property which may arise from or in connection with the performance of the work hereunder by the
CONSULTANT, Its agents, representatives, employees or subcontractors.
The CONSULTANT shall provide a Certificate of Insurance evidencing:
1. Automobile Liabilitv insurance with rlflllts no less than $1,000,000 combined single limit per accident for bodily injury and
property damage; and.
2. Commercial General Uabilitv insurance wrilten on an occurrence basis with limits no less than $1,000,000 combined single
limit per occurrence and $2,000.000 aggregate for personal injury, bodily injury and property damage. Coverage shall include
but not be Imlled to: blanket contractual; products/completed operations; broad form properly damage; explosion, collapse
and underground (XCU) if applicable; and employer's liability; and,
3. Professional Liabilitv insurance with limits no less than $1,000,000 limit per occurrence.
Any payment of deductible or self insured retention shall be the sole responsfbllty of the CONSULTANT.
The CITY shall be named as an additional insured on the Commercial General Uablllty Insurance policy, as respec1$ work
performed by or on behalf of the Consultant and a copy of the endorsement naming the CITY as additional insured shall
be attached to the Certificate of Insurance. The CITY reserves the right to review a certified copy of all required insurance
policies In the CONSULTANT's office.
The CONSULTANT's Insurance shall contain a clause stating that coverage shall apply separately to each insured against
whom claim is made or suit is brought, except with respects to the limits ofthe Insurer's Ilability_
The CONSULTANTS insurance shall be primary Insurance as respects the CITY, and the COY sl1all be given thirty (30) days
prior written notice of any cancellation, suspension or material ohange in coverage.
The CONSUL TANT'S total liability under this agreement shall be limited to $100,000,
XV APPLICABLE LAW
This Agreement shall be construed and Interpreted in accordance with the laws of the State of Washington, and in the event
of dispute the venue of any litigation brought hereunder shall be Clallam County.
XVI EXHIBITS AND SIGNATURES
This Agreement, Including its exhibits, constitutes the entire Agreement, supersedes all prior written or oral understandings,
and may only be changed by a written amendment executed by both parties. The following exhibits are hereby made a part
of this Agreement;
Exhibit A - Scope of Work
Exhibit B - Consultant Labor Costs
Exhibit C - Non-salary ReimbulSab/e Costs
Exhibit 0 - Schedule tor the Work
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Exhibit E - Equal Opportunity/Affirmative ActionlFacllities Nondiscrimination
In WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
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APPROVED AS TO FORM:
~i)~
CRAIG KNUT-sON. CITY ATTORNEY
ATIEST;
\f)~,,-~~. ..L~OiC~
BECKY UPT . C CLER
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EXHIBIT A
Scope of Work
Involves a third party review of the assumptions, calculations and results of the Port Angeles Landfill
Focused Feasibility Study. The evaluation is to confirm that the assumptions and order of magnitudes
for estimated costs contained in the study are correct and are within acceptable standards for
estimating.
EXHIBIT B
Consultant Labor Costs
Labor costs shall be that which is necessary to review the study and shall be based upon the
Consultant's published billing wage rates plus mark up. In no event shall costs exceed the maximum
compensation stated in the agreement, without written authorization.
EXHIBIT C
Non-salary Reimbursable Costs
Non-salary reimbursable costs shall be that which ;s necessary to review the study and shall be based
upon the Consultant's published billing rates. In no event shall costs exceed the maximum
compensation stated in the agreement, without written authorization.
EXHIBIT D
Schedule of Work
The review of the study shall be completed within 30 calendar days of receipt of the materials from the
City of Port Angeles.
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EXHIBIT E
eQUAL OPPORTUNITY/AFFIRMATIVE ACTION/FACILITIES NONDISCRIMINATION
(The following clause is applicable unless, and to the extent that, this contract is exempt under the rules, regulations, and
relevant orders of the Secretary of labor, Including 41 CFR, Ch. 60.)
During the performance of thIs contract, the Consultant/Contractor agrees as follows:
II
The Consultant/Contractor wlll not discrimInate against any
employee or applicant ror employment because of race, color.
rellglQI1. sex, VIetnam era V8teran statU$, disabled veleran
condition, physical Or mental handicap, or national origin, The
C ontilullllntlContl1lctar will tlllte afflnnatlve action to ensure that
applicants are employed, end that erl1J1oyeM are treated during
employment, without regard to their race, color. teWgian. sex. or
national origin The ConsultlnlContlllctor wlK take affirmall\'e
aellon to employ. advllnee In employment, and otherwise trlIat
qualified Special disabled Of Vietnam era veterans and
hahdlcapped Indvldllals without dlscrtnlnation ba$ed upon their
disability or veterans' status or physical or mental handlcap In all
en,.AupI*~ ~ SUCh &ellons thalJ i1c(ude, but not be limtfed
to, the ro1loWlnv. employnwJnt. uwading, demotion. or transfer;
recruitment or recrultmenl aclvertlslng; layoff or termination; rates
of pay or other forme of c:ompenallllon; and &eIectlOh fur tratnlng,
IncludIng apprenticeship. The Consultant/Contractor agrees to
post In conspicuous pIaoes, !Wl!Illable to employees and applicants
for employment. notices 10 be provided by the Joelll United states
Department 0' labor Office lIBttlng forth the provillians of ltlis
Equlll Opportunlty/Affirmatlw Aotlon c1au98.
The ConsUItant/COnll1ldor wln, in all sollcltatians or
advertisements for emplO}l@@~ placed by or on behalf of Ihe
ConIlUftartIContrBcklf, state th!It al qualified applicants wln llICelve
eoneldendlon for empfoym&nl wlthOIlt regard to race. color,
reftglon, StIX. physical or menlal handk:ap, or national orlgln, and
that the Consultant/Contractor is under the legal obrlQatlon to take
affirmative aellon 10 employ, advance In employment. and
otheIwlSlltrea! qualified .peaal disabled or Vietnam era Velerans
and handicapped .-.ltivlduals without dillCnmlnatior1 baSed upon
their dlllllblmy at \/lIllIrall$' status or physical or mental handicap In
an ~ actions. p.J suitable employment Openings existing
at llllI1tr8ct award or occurring during contract perlormllllal will be
listed at the state employment SOUrce office in the locality where
tile opening OClCUfS, provided tllat thIs listing requll1Iment GIla" not
apply to openIngs thallhe C<InsuIlanf!Contraclor Intends to tm from
Within Its own organization or under a customary and traditional
employer-unlon hh1ng agreement.
The Consultant/Contractor will send to each labor union or
rep....aave or wa1cers with which he haG a coOecltJe bargaining
agreement or other contract or UnderstandlllJ, a notice. 10 be
pI'OVidad by the lIgIIIICy COI'III1Ieting Officer, advising If1e 8lIid labor
union or workera' I1Ipresentative of the ConsubnllContraclor's
Commitments under this Equal Opportunly/Afflrmatlve Action
elliule, and shan post copies 0' the notice In consplcl.lous places
lMllJable to emp!opes and appllcams for employment,
The ConSUIlantlContlllctor will comply With all provisions of
ExecutlvB Order No. 11246 of September 24, 1965, and of the
rules, regulations. and relevant orders Of the Secretary of Labor,
Including. but not Umled to, the rules, rugu'-tlonl and orders
I&5ued by the secretary Of Labor under the Vietnam Era Vell!fllns'
Relqulstment Assistance Ael of t 972, and the Rehabilitation Allt
or 1973 (29 use 793), as amended.
b.
c.
d.
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Ttle Consu/(anflContnlctor Will flA11tah an InrOllnlition and r&pOrl6
required by Executive Order No. 112415 of September 24, 1965.
and by the ruleG.ll!IgUlationG, and ordel1l of the Secretary of labor.
er pun;uant th_to. and will pennlt IICcetiis to hI$ books, records.
and lIClCClUntri by the contraelllllJ agency and the Secretary of Iabot
for pUrpo1l88 of In'flllltig~onlll to lI$CGl'1aln compliance with such
rules, regulations and orders.
The ConsultantlContl'llclor will not, OIl grounds of rlJC@, cOlor.
religion, sex, physical or mental handicap, or nstlonal origin:
1. Deny an Indlvldual any "MCe. or oIhef benef~
provkfed under thlB agreement;
2. Provide any 1118rvic4!(s) or other benefits to an indlvldUlllI
which are difference, Or are provtded In a different
manner from tl10se provided to others under this
GgnMlment:
3. Subject 8n indMdual Ie segregation or sepa/'Bte
treatmenl In any manner related to the receipt of any
Gervice(s) Of other benefits provided Under th!$
agreement;
g.
4 Deny any indMdUlll an opportunity to partictpate in any
program provided by this agreement through the
provision of services or otherwise, or afford an
opportunity to do whicl1 Is dlffersnce from tl1a! afforded
others under this 8!]reemenl. The
Consultant/Contraelor, In determining (') the types of
services or dher benefis to be provJde<l or (2) the class
or IndMdual$ to whom, or the llltUatlon In which, such
$ervices or other benurIts will be provtded or (3) the
clan of individuals to be afforded an opportumty 10
participate In any 118rv1ces or other benefits, wm nol
IIIIIze crltetla or methods of administration which havw
the effect of subjecting Individuals to dlecrimlnatlon
becau$8 of their race, color, leX, rel/g1011, national
origin, creed, or the presence of any sensory, mental or
physical handlcap.
In the IlVl!II1t Of ConcubntlContractor nonCompliance with the
nondl8crimlmltlon I1IqUIremenls or this c:ontr8c1 or with any of the
Hid rules, regutallon&, or orcferG. this contract may be canceled,
termlnllted or suspended, In Whole or In part. and tile
Consultant/Contractor may be declllnld Ineligible for furlfler
gavemmenl contracts In aCCOrdance YIlth procedures authgriz&d
In ExeeutIve Order No 11246 Of September 24, f 965, and GUCh
other unctions may be Impose<! end remedies Invoked as
prtM:led In EJt.ecUlve Order No f 1246 of September 24, 1985. or
by rule, regUlation, or order of the Secretary 0' labor, or a&
Olh~ pl'oVlded by law.
f.
The ConsUItant/Contractor will Include the proVisIOns of
p&ragrapha 8 through g In every subc:or1traCl UnlKS exempted by
the rules. regulalloos, or ordef$ of the Secretary of Labor