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HomeMy WebLinkAbout113170 MWH AMERICAS INC - CONTRACT - RFP - P1043 HALLIGAN RESERVOIR ENLARGEMENT PROJECTPROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below byand between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and MWH Americas Inc., hereinafter referred to as "Professional'. W ITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scor)e of Services. The Professional agrees to provide services in accordance with any project Work Orders for P1043 Halligan Reservoir Enlargement Project, issued by the City. A blank sample of a Work Order is attached hereto as Exhibit "A", consisting of one (1) page and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence November 1, 2006 and shall continue in full force and effect for one (1) year, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. Utility PSA WO rev09/01/06 MWH NRII - Rocky Mountain 2006 FEE SCHEDULE EXHIBIT B SENIOR PRINCIPAL ............................................ ........................................ $180.00 PRINCIPAL PROFESSIONAL 11 .............. ................... --............................. $165.00 PRINCIPAL PROFESSIONAL I .... ............................................................... $140.00 SUPERVISING PROFESSIONAL II .................. ........................................... $130.00 SUPERVISING PROFESSIONAL I .............. ..... ........................................... $115.00 PROFESSIONALII ................... .............. ...................................................... $105.00 PROFESSIONALI ............................ .................... ........ .............. ..................... $93.00 ASSOCIATE PROFESSIONAL H...................................................................580.00 ASSOCIATE PROFESSIONAL I .................................. .................................. $78.00 CONSTRUCTION ENGINEER.. ............................. ..................... ................. $98.00 RESIDENT ENGINEER .......... ........................................................................ $85.00 FIELD TECHNICIAN ......................... ............................... ................ .... - ........ $70.00 INTERN............ ............................ .............................. --................................. $68.00 CAD DESIGNER II .... ............................ ............ ....... ........ .............................. $72.00 CAD DESIGNER I...........................................................................................$65.00 ASSOCIATE PROFESSIONAL SERVICES ...... ............. ................ .......... ...... $85.00 PROJECT COST CONTROLS ............ ...... ......... .................... ......................... $65.00 ADMINISTRATOR......................................................................................... S55.00 The abme smrtpnces tndmde paymll taxes, tnsurancecosts, fmrge bempt, &xemi overhead axd xnsaltaxtpmfd Forprgects that extend beyatd the calendar year specified abase, the knitP"erS x711 be adjxsted ix January of every subseguentyear. DIRECT COSTS Associated Project Costs (APC) per labor born. .......................................... ................................ ............ .------- $ 9.50 APC includes telecommunications charges (local and long distance calls, cellular telephone usage, and facsimile transmissions), computer and network charges (excluding CAD Software & Specialized Engineering Software), postage (excluding freight costs and courier service), and routine in-house reproduction. Printing and large volume reproduction costs will be invoiced as a direct project costs. Dedicated field project office costs are not covered under APC and will be invoiced at actual costs. Computer Aided Design (CAD) Software per usage hour ...... ........................................... ................................ $ 18.00 Specialized Engineering Software per usage hour --------------- --- ....... ................................... ......................... $ 13.00 OTHER DIRECT PROJECT COSTS Actual costs incurred. Includes subcontractors, printing/graphic services, freight and courier services and use of outside vendors for supplies, materials and services. Vehicle mileage is billed at the current prevailing IRS deduction rate. Reasonable employee's expenses, including meals and lodging incurred during authorized travel, are billed at actual cost (admin fee applies) unless a per diem rate is specified in client agreement. Airfare and other direct project costs will be invoiced at actual cost (admin fee applies). Health & safety, field and construction equipment will be invoiced according to MWH's standard unit rates. An admusistration fee of twelve (12) percent will be applied on all direct project costs and other direct project costs (CAD, subcontractors, travel, direct costs, and service providers). No Administration fee is applied to APC. OTHER TERMS AND CONDITIONS • A surcharge of fifty (SO) percent uV1 be added to hourly yaks for expert testimony andl or part arpatwx, including p mhox timehearings. depositions, etc. • UnArs .rpeatfted otherxise. AfWH i mea null be nebmimd net of all fedeeal, state axd local taxes (&vdm&dixs paymlf rrlated taxes and taxes agmxst MW H xet income) as "d as assessments, levies, imposts, excises and 4axses. • Jnkrest uall be charged atom and one bolf (1'li) percextpn month on the uxpaid balancefor latepayments. A payment it late if m ted later than the mximr6spe4ed paymextpenod of if not so spnrfWd, more than 30 days after reaspt of invow by cliext. 5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this agreement shall be effective when mailed, postage prepaid and sent to the following address: Professional: City With copy to MWH Americas, Inc. City of Fort Collins, Purchasing City of Fort Collins, Utilities Attn: Craig Harris, P.E. PO Box 580 Attn: Cliff Hoelscher 1801 California St Ste 2900 Fort Collins, CO 80522 700 Wood Street Denver, CO 80202 Fort Collins, CO 80521 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 6. Design, Proiect Insurance and Insurance Rewonsiblllty. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City its officers and employees, in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City and reasonable attorneys fees to the extent caused by the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits, and errors and omissions insurance in the amount of $5,000,000. Utility PSA WO rev09/01/06 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis designated in Exhibit "B", consisting of one (1) page, attached hereto and incorporated herein by this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant to the Work Order and upon approval of the Professional's direct reimbursable expenses. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 8. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 9. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable mylar base material using a non -fading process to provide for long storage and high quality reproduction. "CD" disc of the as -built drawings shall also be submitted to the owner in and AutoCAD version no older then the established city standard. 10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Work Order, Work Utility PSA WO rev09/01/06 Schedule and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 11. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 12. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities or delegate any duties arising under this Agreement without the prior written consent of the City. 13. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in anyway relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 14. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such parry may be declared in default. 15. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the Utility PSA WO rev09/01/06 non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Bindina Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Aaainst Emoloyina Illeaal Aliens. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: A. As of the date of this Agreement: 1. Contractor does not knowingly employ or contract with an illegal alien; and 2. Contractor has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "Basic Pilot Program") in order to verify that Contractor does not employ any illegal aliens. B. Contractor shall not knowingly employ or contract with an illegal alien to perform works under this Agreement or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Contractor is accepted or the public contract for services has been completed, Utility PSA WO rev09/01/06 whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. D. Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. E. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: 1. Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. F. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. G. If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the City arising out of Contractor's violation of Subsection 8-17.5-102, C.R.S. H. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. Professional may, during the course of its work under the Scope of Services, prepare opinions of the cost of construction. The City acknowledges that Professional has limited control over costs of labor, materials, competitive bidding environments and procedures, unknown field conditions, financial and/or market conditions, or other factors affecting the cost of the construction and the operation of the facilities, the design of which is contemplated by this Agreement, all of which are and will unavoidably remain in a state of change. The City therefore acknowledges that Professional cannot and does not make any warranty, promise, or representation, either express or implied, that proposals, bids, project construction costs, or cost of operation or maintenance will not vary substantially from its cost estimates. Utility PSA WO rev09/01/06 IN NO EVENT SHALL PROFESSIONAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR INTERRUPTION OF BUSINESS) ARISING OUT OF OR RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE PROJECT TO BOTH THE CITY AND PROFESSIONAL, THE PARTIES AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, TO LIMIT THE AGGREGATE LIABILITY OF PROFESSIONAL, ITS PARENT, AFFILIATES AND SUBCONTRACTORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, TO $5,000,000 OR THE COMPENSATION FOR THE SERVICES, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL SUITS, CLAIMS, ACTIONS, LOSSES, COSTS AND DAMAGES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO LEGAL FEES AND EXPENSES, ARISING FROM OR RELATED TO THIS AGREEMENT AND WITHOUT REGARD TO THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS IMPOSED. Utility PSA WO rev09/01/06 A City Clerk Attorney ATTEST: Corporate Secre OF. FORT THE CITY OF FORT COLLINS, COLORADO By: 0�' F, n 6zt-a Ja a B. O O-I II, CPPO, FNIGP Di or of Purchasing & Risk Management Date: i / z 3 / a ? Americas, Inc. (� w By: Title: �Y (//« P✓esic(t CORPORATE PRESIDENT OR VICE PRESIDENT Date: / -.%a Pr va r 4 zgv (Corporate Seal) sG_ ;4C -. u Utility PSA WO rev09/01/06 EXHIBIT "A" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of Exhibits _, _, _, consisting of (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. cc: Purchasing Professional: By: Date: City of Fort Collins Submitted By: Project Manager Date: Reviewed by: Senior Utility Engineer Date: Approved by: Utilities General Manager Date: Approved by: Director of Purchasing & Risk Management (if over $30,000.) Date: