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HomeMy WebLinkAbout7764RESOLUTION NO. 7764 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO AND ROTHBERG, TAMBURINI & WINSOR FOR PROFESSIONAL SERVICES ASSOCIATED WITH THE WASTEWATER TREATMENT PLANT BIOSOLIDS PROGRAM AND DIGESTER OPERATIONS BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1 An Agreement, a copy of which is on file at the office of the City Clerk and made a part hereof by reference, after having been approved as to form by the City Attorney, by and between Pueblo, a Municipal Corporation and Rothberg, Tamburini & Winsor, is hereby approved. SECTION 2 Funds for said professional services shall be paid from the Wastewater Treatment Plant - Professional Services Account, Number 014 - 0400 - 435 - 000 - 030 -0020. SECTION 3 The President of the City Council is hereby authorized to execute the said Agreement on behalf of Pueblo, a Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest the same. INTRODUCED December 11 , 1995 By ,john (A1ifang Councilperson APPROVE President of the Council ATTEST: Ci Clerk AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES THIS AGREEMENT is made and entered this 11th day of Decen'b , 1995, by and between the City of Pueblo, a Municipal Corporation ( "Client ") and Rothberg, Tamburini & Winsor ( "RTW ") for RTW to render professional engineering consulting services for Client with respect to Client's biosolids program, digester operations and related ancillary services, hereinafter referred to as the "Project.." In consideration of the mutual covenants hereinafter set forth, the parties agree as follows: SECTION 1 GENERAL AND SCOPE OF SERVICES (a) RTW shall satisfactorily perform the professional engineering services for the Project described in more detail in Schedule 1 attached hereto and incorporated herein by reference (the "Basic Services "). Such services shall include all usual and customary civil, sanitary, mechanical and electrical engineering services including any required drafting or design services incident to its work on the Project. (b) To the extent RTW performs any of the Project work through subcontractors, RTW shall be and remain as fully responsible for the full performance and quality of services performed by such subcontractors as it is for services performed directly by RTW. SECTION 2 RTW S RESPONSIBILITIES (a) RTW shall be responsible for the professional quality, technical accuracy and timely completion of RTW's work, including that performed by RTW's consultants and subcontractors, and including drawings, reports and other services, irrespective of Client's approval of or acquiescence in same. (b) RTW shall be responsible, in accordance with applicable law, to Client for all loss or damage to Client caused by RTW's negligent act or omission; except that RTW hereby irrevocably waives and excuses Client and Client's attorneys from compliance with any requirement to obtain a certificate of review as a condition precedent to commencement of an action, including any such requirements set forth in Section 13 -20 -602, C.R.S. or similar statute, whether now existing or hereafter enacted. (c) RTW shall be completely responsible for the safety of RTW's employees in the execution of work under this Agreement and shall provide all necessary safety and protective equipment for said employees. (d) RTW acknowledges that completion of Task 1, as described in the Basic Services, shall be accomplished within 30 days from the date of authorization. Task 2 shall be scheduled with the Client. Task 3 involves continuing engineering services and the Schedule therefor shall be as separately agreed by RTW and Client on a case - by -case basis. (e) Before undertaking any work or incurring any expense which RTW considers beyond or in addition to the Scope of Work described in Schedule I or otherwise contemplated by the terms of this Agreement, RTW shall advise Client in writing that (i) RTW considers the work beyond the scope of this Agreement, (ii) the reasons that RTW believes the out of scope or additional work should be performed, and (iii) a reasonable estimate of the cost of such work. RTW shall not proceed with any out of scope or additional work until authorized in writing by Client. The compensation for such authorized work shall be negotiated, but in the event the parties fail to negotiate or are unable to agree as to compensation, then RTW shall be compensated for its direct costs and professional time at the rates set forth in Schedule of Hourly Rates attached hereto. ECTION 3. _F EES FOR SERVICES: PAYMEN (a) Client will pay to RTW as full compensation for all services required to be performed by RTW under this Agreement, except for services for additional work or work beyond the scope of this Agreement, the maximum sum of U.S. t Too .off _ computed in accordance with the Schedule of Hourly Rates attached hereto. (b) RTW shall submit periodic, but not more frequently than monthly, applications for payment, aggregating to not more than the maximum amount set forth above, for actual professional services rendered and for reimbursable expenses incurred. Applications for payment shall be submitted based upon the hourly rates and expense reimbursement provisions set forth in Schedule of Hourly Rates attached hereto, and shall contain appropriate documentation that such services have been performed and such expenses incurred. Thereafter, Client shall pay RTW for the amount of the application within 40 days of the date such application is received. (c) No separate or additional payment shall be made for profit, overhead, local telephone expenses, lodging, routine photocopying, computer time, secretarial or clerical time or similar expenses unless otherwise provided and listed in Schedule of Hourly Rates. (d) No compensation shall be paid to RTW for services required and expenditures incurred in correcting RTW's mistakes or negligence. (e) Compensation for authorized work beyond the scope of this Agreement shall be governed by the provisions of Section 2(e) of this Agreement. (f) In the event services under this Agreement are phased and to be performed in more than one fiscal year or are subject to annual appropriation, RTW acknowledges that funds only in the amount of initial appropriation are available and it shall confirm availability of funds before proceeding with work exceeding initial and subsequent annual appropriations. SECTION 4. CLIENT'S RESPONSIBILITIES (a) Client agrees to advise RTW regarding Client's Project requirements and to provide all relevant information, data and previous reports accessible to Client which RTW may reasonably require. (b) Client shall designate a Project Representative to whom all communications from RTW shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Unless otherwise designated after the date of this Agreement, Client's Project Representative shall be Jim Dilorio, 211 East "D" Street, Pueblo, Colorado. Said representative shall not, however, have authority to bind Client as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $5,000 or 5% of the maximum contract price. (c) Client shall examine all documents presented by RTW, and render decisions pertaining thereto within a reasonable time. The Client's approval of any drawings, specifications, reports, documents or other materials or product furnished hereunder shall not in any way relieve RTW of responsibility for the professional adequacy of its work. (d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required by RTW is not within the custody or control of Client but must be procured from others. -2- SECTION 5 TERMINATION (a) Client reserves the right to terminate this Agreement and RTW `s performance hereunder, at any time upon written notice, either for cause or for convenience. Upon such termination, RTW and its subcontractors shall cease all work and stop incurring expenses, and shall promptly delivery to Client all data, drawings, specifications, reports, plans, calculations, summaries and all other information, documents and materials as RTW may have accumulated in performing this Agreement, together with all finished work and work in progress. (b) Upon termination of this Agreement for events or reasons not the fault of RTW, RTW shall be paid at the rates specified in the Schedule of Hourly Rates for all services rendered and reasonable costs incurred to date of termination; together with any reasonable costs incurred within 10 days of termination provided such latter costs could not be avoided or were incurred in mitigating loss or expenses to RTW or Client. In no event shall payment to RTW upon termination exceed the maximum compensation provided for complete performance in Section 3(a). (c) In the event termination of this Agreement or RTW s services is for breach of this Agreement by RTW, or for other fault of RTW including but not limited to any failure to timely proceed with work, or to pay its employees and consultants, or to perform work according to the highest professional standards, or to perform work in a manner deemed satisfactory by Client's Project Representative, then in any of such events, RTW's entire right to compensation shall be limited to the lesser of (a) the reasonable value to Client of completed work or (b) payment at the rates specified in the Schedule of Hourly Rates for services satisfactorily performed and reimbursable expenses reasonably incurred, prior to date of termination. (d) RTWs professional responsibility for its completed work and services shall survive any termination. SECTION 6 RESERVED SECTION 7 USE OF DOCUMENTS (a) Plans, drawings, designs, specifications, reports and all other documents prepared or provided by RTW hereunder shall become the sole property of Client, and Client shall be vested with all rights therein of whatever kind and however created, whether by common law, statute or equity. Client shall have access at all reasonable times to inspect and make copies of all notes, designs, drawings, specifications, and all other technical data or other documents pertaining to the work to be performed under this Agreement. In no event shall RTW publish work product developed pursuant to this Agreement except (i) with advance written consent of Client and (ii) in full compliance with the requirements of this Agreement and any applicable state or federal regulations. SECTION 8. INSURANCE AND INDEMNITY (a) RTW agrees that it shall procure and will maintain during the term of this Agreement, such insurance as will protect it from claims under workers' compensation acts, claims for damages because of personal injury including bodily injury, sickness or disease or death of any of its employees or of any person other than its employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom; and such insurance will provide for coverage in such amounts as set forth in subparagraph (b). (b) The minimum insurance coverage which RTW shall obtain and keep in force is as follows: (i) Workers' Compensation Insurance complying with statutory requirements in Colorado and -3- in any other state or states where the work is performed. (ii) Comprehensive General and Automobile Liability Insurance with limits not less than Six Hundred Thousand and No /100 Dollars ($600,000.00) per person and occurrence for personal injury, including but not limited to death and bodily injury, and Six Hundred Thousand and No /100 Dollars ($600,000.00) per occurrence for property damage. (iii) Professional Liability Insurance with coverage of not less than $1,000,000, and with a deductible acceptable to Client. (c) RTW agrees to hold harmless, defend and indemnify Client from and against any liability to third parties, arising out of negligent acts or omissions of RTW, its employees, subcontractors and consultants. SECTION 9. SUBCONTRACTS (a) Client acknowledges that RTW is the prime contractor and the only party with whom Client has a contractual relationship under this Agreement. To the extent RTW performs any Project activities through subconsultants or subcontractors, RTW shall contractually bind each of its subconsultants and subcontractors by subcontract agreement to all of the terms of this Agreement which are for the benefit of Client, and Client shall be a third party beneficiary of those subcontract provisions. (b) RTW shall indemnify and defend Client from all claims and demands for payment for services provided by subcontractors of RTW. (c) RTW acknowledges that, due to the nature of the services to be provided under this Agreement, the Client has a substantial interest in the personnel and consultants to whom RTW assigns principal responsibility for services performed under this Agreement. Consequently, RTW shall identify in writing to Client the individual(s) assigned to each task prior to proceeding with the given task, and client shall advise RTW of any reasonable objection thereto within 10 days of receipt of such identification. RTW shall not change consultants or key personnel except after giving notice of a proposed change to Client and receiving Client's consent thereto. RTW shall not assign or reassign Project work to any person to whom Client has reasonable objection. SECTION 10. (RESERVED) SECTION 11. MISCELLANEOUS (a) Notices Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either RTW or Client by the other party shall be in writing and shall be deemed duly served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service, when deposited in the United States mail, first -class postage prepaid, addressed to the Client, Attention: Jim DiIorio. 211 East "D" Street. , Pueblo, Colorado, or to RTW at 1600 Stout Street. Suite 1800. Denver, Colorado 80202 -3126 . Either party may change his address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided in this paragraph. (b) Entire Agreement This instrument contains the entire agreement between RTW and Client respecting the Project, and any other written or oral agreement or representation respecting the Project or the duties of either Client or RTW in relation thereto not expressly set forth in this instrument and its attachments is null and void. -4- (c) Successors and Assiens This Agreement shall be binding on the parties hereto and on their successors and assigns; provided, however, neither this Agreement, nor any part thereof, nor any moneys due or to become due hereunder to RTW may be assigned by it without the written consent of Client. (d) ,Amendments No amendment to this Agreement shall be made nor be enforceable unless made by written amendment signed by an authorized representative of RTW and by Client in accordance with the requirements of Section 4(b) of this Agreement or upon authorization of Client's governing board. (e) Choice of Law This Agreement shall be governed and interpreted in accordance with the laws of the State of Colorado. Any unresolved dispute arising from or concerning any breach of this Agreement shall be decided in a state court of competent jurisdiction located in Pueblo, Colorado. (f) Equal Employment poM1u& In connection with the performance of this Agreement, neither RTW nor its consultants shall discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, disability or age. RTW shall endeavor to insure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, disability or age. (g) Severability If any provision of this Agreement is determined to be directly contrary to and prohibited by law or the requirements of any federal grant or other Project funding source, then such provision shall be deemed void and the remainder of the Agreement enforced. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year fast above written. ATTEST: , - P"k - City Clerk CITY OF PUEBLO, A MUNICIPAL CORPORATION Bpi esident of the City Council ROTHBERG, TAMBURINI & WINSOR By � Name: he . �o" I ✓ Title: I\CITY\WWT \RTW\RTWAGREE.WPD 60 1 X 19 Basic Services Task l RTW shall review and provide comments on a biosolids guidance document that was prepared by the Client. RTW's review shall include, but not be limited to, compliance with applicable regulations, utility and appropriateness of forms, guidance, monitoring, recordkeeping and shall provide recommendations and other information that may assist the Client with its biosolids program. The Client's biosolids program includes beneficial reuse of biosolids, as well as disposal at a landfill. Any comments, information or guidance given by RTW shall be consistent with the requirements of applicable Federal and State regulations. Task RTW shall analyze information and make recommendations to Client regarding anaerobic digestion processes at Client's POTW, and with respect to prevention or mitigation of foaming and other operational problems with the POTW's anaerobic digesters. RTW shall also be available for meetings to discuss the above listed topics. Task Miscellaneous continuing engineering services related to the Client's wastewater treatment plant. ROTHBERG, TAMBURINI & WINSOR, INC. SCHEDULE OF HOURLY RATES EFFECTIVE JULY 26, 1995 Personnel Rate per Hour Principal Engineer $100.00 Senior Project Manager $95.00 Project Manager $85.00 Senior Consultant $85.00 Senior Engineer IV $90.00 Senior Engineer III $80.00 Senior Engineer II $73.00 Senior Engineer I $65.00 Engineer III $60.00 Engineer II $52.00 Engineer I $47.00 Technical Writer II $55.00 Technical Writer I $45.00 Network/Computer Consultant $60.00 Senior Resident Field Engineer $65.00 Resident Field Engineer $60.00 Senior Resident Project Representative $55.00 Resident Project Representative $50.00 Certified Purchasing Manager $65.00 Senior Designer II $55.00 Senior Designer I $50.00 Designer $40.00 Technician $40.00 Senior CAD Operator $43.00 CAD Operator $40.00 Senior Computer Word Processor $43.00 Computer Word Processor $33.00 Clerk $25.00 CAD machine time $15.00 per hour, MILEAGE; 4x4 at $0.35 /mile, car at $0.295/mile, other direct expenses at actual cost plus 10% for handling and insurance.