HomeMy WebLinkAboutAgreement for Consulting and Professional Services with Washington Group International Inc. 1
Memo
To: Mayor de Weerd and City Council
From: Brad Hawkins-Clark ~~
CC: Anna Canning 'i:::\t;l ~~f~;~'1~~~Wf~~~
Date: July 21,2005
R. Contract for North Meridian Area Traffic Study - Washington Group International
-Ff, f.~(=~'_Fi\ T-;~-'~"""'" 'i)
>0.<>:)
Attached for your approval on the July 26 City Council consent agenda is a
Consulting Agreement and Scope of Work with Washington Group International to
prepare an update to the 2001 WGI North Meridian Traffic Study. The contract
amount is $16,000, which is budgeted under the P&Z Department's FY05 revenue.
WGI estimates they can complete their work within 15 days of receiving written
notice to proceed. Note that WGI charges on a time and materials basis, so we will
not be invoiced for the full $16,000 if the work can be completed in less time.
The goals of the study are to:
a) perform an intersection-by-intersection analysis that projects Level of Service (LOS)
on five year increments for the next twenty years; and
b) perform limited updates to the 2001 WGI Traffic Study related to cumulative traffic
counts.
A key directive from Mayor de Weerd for the North Meridian Comprehensive Plan
Amendment application is to include a mobility plan that sets policy and direction for
all modes of transportation. She is especially interested in designating transit
corridors and setting clear priorities for both roadway and intersection
improvements. I am also interested in using the study to help us establish a better
timeline for when we annex into the McDermott Trunk area (a % mile west of Black
Cat). Since the study will provide LOS data in five year increments and tell us the
cumulative traffic effects of all growth to date, it will help us more accurately
determine when the roadways reach undesirable congestion levels. That, in turn, will
give us a basis for when we want to expand into the McDermott Trunk area. We do
not have sufficient available data to develop good assumptions in these areas and,
subsequently, a good plan that would accomplish Meridian's goals.
A secondary benefit to this study would be having more accurate and updated
information for staff and decision makers to reference for future development
applications in North Meridian and for future ACHD Capital Improvement Plans. As
you know, ACHD has made it very clear that they will not analyze the cumulative
impacts of new subdivisions on thé roadway system. They require only individual
site traffic impact studies. It has been four years since the WGI study was done
(even more when you consider their data was at least four to six months old at the
time). While I believe most of the land use assumptions remain accurate, the hard
data gathered over the last four years will greatly increase the accuracy and usability
of the cumulative traffic study.
Please note that neither COMPASS nor ACHD can perform this work for us. I spoke
with Jay Witt (COMPASS) and Kendall Kemmer (ACHD) about the technical side of
doing such an analysis. They both confirmed that they are either not equipped, or it
would require an unreasonable amount of time to do the work.
. Page 2
G =:~ c~~ !.~-:~~
July 20, 2005
Brad Hawkins-Clark
Principal City Planner
Meridian Planning DepartIœnt
660 E. Watertower, Ste. 202
Meridian, ID 83642
Re:
North Meridian Update
Enclosed is a proposed scope of work and budget for the proposed North Meridian Update.
The proposal is straightforward and our initial review of the site plan identified no critical
traffic-related issues. We can complete the work within fifteen (15) working days of receiving
written notice to proceed.
The attached proposal for $16,000 provides the required traffic analysis, report development
and meetings. Please note iliat this proposal is an estimate. We charge only on a time and
materials basis and will not invoice for the full amount if the work effort can be completed in
less time. We strive to bring the projects in under budget.
I will serve as the project manager for this project with support from several engineers on our
talented team
Thank you for thinking of our firm
Feel free to call (386.5086) any time.
Regards,
~~. i/'/'.~-
.. / /
" -'
Keith Haiar, P.E.
Project Engineer
cc:
Proposal File
Marv Thome, Engineering Manager
Washington Group International. Inc. 8 720 Park Boulevard 8 P.O. Box 138 Boise, 10 USA 83129
Phone: (208) 386-5000 8 Fax: (2011) 386-6050
North Meridian Transportation Plan Update
Scope of Work
Scope of Work -Traffic Study
The City of Meridian is investigating roadway impacts due to development in the North
Meridian Study area. The North Meridian area included in this study ranges from Locust
Grove to Black Cat and Ustick Road to the rim north of Chinden Blvd. The main focus
of the investigation is to evaluate the Level of Service and improvements needed for
arterial intersections from now until 2025.
Task 1 - Project Manaeement
This task will include the project administration, review of documents for this project,
coordination with City of Meridian staff and COMPASS, and project meetings. This
proposal assumes two project meetings attended by two WGI staff.
Deliverables:
Meeting minutes
Monthly invoices
Task 2 - Traffic Forecasts
Traffic forecasts will be developed for analysis years 2010, 2015, 2020, and 2025 using a
revised version of the COMPASS 2030 peak hour travel demand model. Parameters will
be developed through discussions with City of Meridian staff and COMPASS in order to
provide traffic projections that most accurately reflect the anticipated growth in the North
Meridian Study Area.
Task 2.1 Base 2030 Peak Hour Forecast Year - In the previous North Meridian
planning project, COMPASS had only a daily transportation planning model.
Washington Group International developed peak hour volume estimates from those
daily traffic forecasts. The current COMPASS model for Year 2030 includes an
updated and improved peak hour model.
The 2030 COMPASS peak hour travel demand model will be analyzed to detennine
transportation planning and trend demographics to be used in this study. It is our
understanding COMPASS has already adjusted the model for the North Meridian
Area as part of the CoIlUllunities in Motion project. It is anticipated that no
significant changes to the land used or population demographics will be provided to
COMPASS.
"WaShington Group International
Integrated Engineering, Construction, and Management Solutions
July 19.2005
Page 1 of 4
-- -
North Meridian Transportation Plan Update
Scope of Work
Task 2.2 Interim Model Years - Peak hour volume estimates will be developed for
the interim analysis years of 2010, 2015, 2020 and 2025. These interim conditions
will be calculated from the modified 2030 forecast developed under Task 2.1 above.
This will require four separate travel forecasts for the Transportation Plan Update.
Task 3 - !}eveloD Intersection Needs Analysis
This task plays a key role in the Transportation Plan Update. The two previous work
tasks will provide information to develop the intersection needs analysis. The primary
objective of the intersection analysis will be to provide a clear method of identifying the
required intersection improvements for each of the five planning years.
Task 3.1 Background Data and Criteria - It is assumed the City of Meridian will
provide data on each of the existing intersections including type of control, number
of lanes and lane configuration. Washington Group International will work closely
with City of Meridian staff to develop the evaluation criteria. The criteria may
include level-of-service (LOS) thresholds and/or vlc ratios, accident numbers, or
traffic volumes thresholds. The evaluation criteria will be used for comparison
among the five planning years.
Task 3.2 Conduct Capacity Analysis - Washington Group International will
conduct p.m. capacity analyses of the section line road intersections within the
North Meridian Study Area. Separate analyses will be completed for each of the
five planning years.
Task 3.3 Assemble Cost Data - This task will provide order of magnitude cost
estimation for the intersection improvements identified. ACHD's CIP will be used
for the estimation of costs based on for basic, general categories of improvements
(i.e. signalization. addition of left turn bay).
~ - DeveloD Roadway Needs Analysis
This roadway-related task will work hand-in-hand with Task 3. The roadway needs
analysis will review the need for upgrades to the existing roadway segments.
Task 4.1 Capacity Analysis - This task will review the ultimate capacity and
number of lanes for Black Cat Road based on COMPASS capacity thresholds.
Black Cat may function adequately as a three-lane roadway. In addition, the arterial
streets of the roadway network will be compared to the COMPASS capacity
thresholds. Roadway segments overcapacity or significantly under capacity based
on expected ultimate build out will be identified.
G Washington Group International
Integrated Engineering. Construction, and Management Solutions
July 19,2005
Page 2 of 4
North Meridian Transportation Plan Update
Scope of Work
Task 5 - Deliverables
The deliverables will include the draft and the final Transportation Plan Update. The
draft and final Plan will be made based on the completion of Task 2 thru Task 4 above.
Task 5.1 Draft Transportation Plan Update - A draft report including text, table,
and figures will be submitted to City of Meridian staff for review and comment.
Task 5.2 Final Transportation Plan Update - Once comments have been received
a final report will be prepared and submitted to City of Meridian staff for
presentations and planning uses.
Task 6 - Public MeetimzsIHearinl!S
Washington Group International will provide support to City of Meridian staff for
meetings with the City of Meridian Planning and Zoning Commission and City CounciL
The planning level man-hour estimate shown in the following pages reflects Washington
Group International acting in a support role only. Time is not budgeted for the
development of exhibits or presentations. Exhibits requested by the city will completed
on the time and material basis.
Task 6.1 Planning and Zoning Commission - Washington Group International
will provide support to City of Meridian staff for one presentation of the Plan
Update to the Meridian Planning and Zoning Commission.
Task 6.2 Meridian City Council- Washington Group International will provide
support to City of Meridian staff for one presentation of the Plan Update to the City
CounciL
" Washington Group International
Integrated Engineering, Construction, and Management SOlutions
July 19,2005
Page 3 of 4
North Meridian Transportation Plan Update
Scope of Work
North Meridian Transportation Plan Update 7/812005
%by Project Project Traffic I Su rt
Task I Total Hours Manager.. Engineer Technician . PPO
.Taek H . .. Hours
Hours Hours ours
1 Project Management
1.1 Administration / Contract 10 6 4
1.2 Review Existing Documents 3 1 2
1.3 Project Team Meetings (Meridian Staff) 12 8 4
12% 25 15 6 0 4
2 Traffic Forecasts
2.1 Base 2030 (Peak Hour) Forecast Year 14 2 8 4
2.2 Interim Model Years (Develop Four Forecasts) 10 2 8
12% 24 4 16 4 0
3 Develop Intersection Needs Analysis
3.1 Develop Needs Methodology 12 4 8
3.2 Capacity Analysis 52 8 40 4
3.3 Assemble Coat Data 10 2 4 4
37% 74 14 52 8 0
4 Devetop Roadway Needs Analysis
4.1 Capacity Analysis 10 2 8
5% 10 2 8 0 0
5 Dellverablea
5.1 Draft Technical Memorandum 38 8 16 12 2
5.2 Final Technical Memorandum 18 4 8 4 2
28% 56 12 24 16 4
6 Public Meetings! Hearings
6.1 Planning and Zoning Commission 6 6
6.2 City Council 6 6
6% 12 12 0 0 0
Total 201 59 106 28 8
Percent Allocation to Each Staff Member 100% 29% 53% 14% 4%
Approximate Project Cost $16.000
(!; Washington Group International
Integrated Engineering, Construction, and Management Solutions
July 19,2005
Page 4 of 4
8/19104
AGREEMENT FOR CONSULTING AND PROFESSIONAL SERVICES
BETWEEN
CITY OF MERIDIAN, IDAHO
AND
WASHINGTON GROUP INTERNATIONAL, INC.
THIS AGREEMENT ("Agreement") for Consulting and Professional Services. (together with the Attachments hereto) is dated and effective as of
July 20, 2005 (the "Effective Date"), is hereby made and entered into by and between the City of Meridian, Idaho, (hereinafter "Client") having a
place of business located at 660 East Watertower Lane. Ste 150, Meridian, Idaho 83642-2300, and Washington Group International, Inc" an Ohio
corporation (hereinafter "Consultant") having a place of business located at 7800 East Union Avenue, Suite 100, Denver CO 80237 (each a "Party"
and collectively, the "Parties"),
1.
SERVICES TO BE RENDERED
For and in consideration of the mutual convenants and agreements contained herein, the Parties agree as follows:
Consultant agrees to undertake and perform certain consulting and
professional engineering services ("Services") in accordance with the
terms and conditions contained herein. as may be requested by Client
from time to time.
The Services to be perfonned and the schedule for perfonnance for
each task shall be described in one or more letters issued to
Consultant by Client, the form of which is attached hereto as
Attachment A ("Work Authorization"). A Work Authorization shall
be valid and binding upon the Parties only if accepted in writing by
Client and Consultant.
2.
PAYMENTS FOR SERVICES
In consideration for providing Services as specified in any Work
Authorization issued hereunder, and unless otherwise specified in the
applicable Work Authorization, the Client shall pay Consultant on
either a Fixed Price or Cost Plus Pricing basis as identified and
defmed in the Work Authorization.
Consultant shall render invoices twice monthly, The amount
invoiced on a Fixed Price Work Authorization will be based on the
estimated portion of the Services provided during the applicable
billing period. Invoices for Cost Plus Pricing will include the costs
associated with the Services performed the previous bi-weekly
period. Payment terms will be 100% net fIfteen (15) days on all
invoiced amounts. Client shall notify Consultant within five (5)
business days after receipt of an invoice if it disputes all or some
element of the invoice, Client and Consultant shall promptly attempt
to effect a resolution of any dispute. Notwithstanding the foregoing.
Client shall pay the undisputed portion of any invoice, Client may
withhold payment of only that portion of an invoice disputed by
Client in good faith until the dispute has been resolved,
Should Client fail to pay Consultant all amounts under an invoice
when such amounts are due, Consultant may, at its option and upon
the provision of ten (10) days written notice to Client, suspend its
penormance of Services under one or more Work Authorizations.
Consultant shall not be required to resume performance of suspended
Services until such time as all past due amounts have been paid by
Client. If such a suspension of Services occurs. delays in
performance of any of the Services. or any of Consultant's other
obligations under a Work Authorization. or increases Consultant's
costs of performance. the applicable Work Authorization will. prior
to Consultant's resumption of perfonnance of Services, be equitably
adjusted to extend Consultant's time for performance of the delayed
Services or other obligations sufficient to overcome the effects of
such delay and/or to increase Consultant's compensation to reflect its
increased costs of performance. In the event any payment is not
received within thirty (30) calendar days from the due date of such
payment. Consultant may, at its sole discretion. terminate anyone or
more outstanding Work Authorization(s) and immediately recover all
Consulting Agreement
monies earned to date including but not limited to any expenses
incwred associated with any suspension and/or termination and any
and all costs a1;sociated with cancellation of Consultant's vendors and
subcontractors.
All late payments shall be subject to interest at a rate of one percent
per month.
Consultant shall be responsible for all reporting and payment
obligations with respect to Consultant's personnel relating to
worker's compensation insurance, Social Security, state and federal
unemployment insurance, medical-hospital insurance, salary
continuation insurance, pension plan costs, and pro rata allowances
for vacation and sick leave pay, as well as all other employee benefit
programs.
Consultant may request an advance payment at its option under a
given Work Authorization.
3. CONFIDENTIALITY
For a period commencing with the disclosure of any confidential
infonnation under this Agreement and/or a Work Authorization(s)
and ending on the sècond anniversary such disclosure was fust made,
Consultant and Client each agree not to disclose to third parties,
including also subcontractors and vendors, any information that is
identified as confidential in writing on the materials made available to
the other Party hereunder (or, if not in writing, which is reduced to
writing and identified thereon as confidential within fifteen (IS) days
following first disclosure) without: (I) the prior written consent of the
disclosing Party. and (2) fulfilling such conditions as the disclosing
Party may reasonably prescribe. This shall include such infonnation
received from a Party or from such Party's subcontractors, agents, or
suppliers. The above restrictions shall not apply with respect to:
a.
information which at the time of disclosure is generally
available to the public;
information which after disclosure becomes generally available
to the public by publication or otherwise other than as a result
of a violation of this Article;
written infonnation which was in the Party's possession prior to
first disclosure hereunder and which was not acquired under an
obligation of confidentiality directly or indirectly from the
disclosing Party;
infonnation received by the Party after the time of first
disclosure hereunder from a third party without notice to the
receiving Party of any obligation of confidentiality or other
restrictions with respect to use thereof; or
information which is independently developed by the receiving
Party hereunder,
infonnation which is required by appropriate legal authority to
be disclosed (but only to the extent of such requirement).
b.
c.
d,
e.
f.
Client and Consultant agree that in the event of a breach of the
confidentiality provisions in this Article 3, the disclosing Party shall
be entitled to equitable relief, including injunctive relief and specific
petfonnance.
4.
RESPONsmILITY FOR SERVICES
Consultant wammts that any consulting and professional engineering
Services petfonned by it under a Work Authorization shall be
petfonned in accordance with that degree of care and skill ordinarily
exercised by members of the engineering profession applicable to the
Services, Consultant's sole liability to Client for any non-confonning
Services shall be to repetfonn the non.confonning or defective
Services, written notice of which must be promptly given by Client to
Consultant. Consultant's obligation for repetfonnance of non-
confonning Services as set forth in the immediately preceding
sentence shall extend for a tenD commencing at the substantial
completion of such Services under a Work Authorization and ending
one year later,
Consultant may rely upon and use in the petfonnance of any
Services infonnation supplied to it by Client without independent
verification and Consultant shall not be responsible for defects in its
Services attributable to its reliance upon or use of such infonnation.
mE WARRANTIES SET FORTH IN THIS ARTICLE 4 ARE
EXCLUSIVE, AND IN LIEU OF ANY AND AlL ornER
WARRANTIES RELATING TO THE SERVICES, WHETHER
STATUTORY, EXPRESS OR IMPLIED, AND CONSULTANT
DISCLAIMS ANY SUCH OTHER WARRANTIES, INCLUDING
BUT NOT LIMITED TO ANY AND AlL WARRANTIES OF
MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE AND ANY AND AlL WARRANTIES ARISING FROM
COURSE OF DEALING AND/OR USAGE OF TRADE, ANY
OTHER STATEMENTS OF FACT OR DESCRIPTIONS
EXPRESSED IN THE AGREEMENT OR ANY WORK
AUmORIZATION SHAlL NOT BE DEEMED TO CONSTIT1JTE
A WARRANTY OF THE SERVICES OR ANY PART mEREOF.
CONSULTANT'S REPERFORMANCE OF DEFECflVE OR NON-
CONFORMING SERVICES THROUGH THE ONE YEAR PERIOD
PROVIDED FOR IN THIS ARTICLE 4 SHAlL CONSTITUTE
COMPLETE FUlLALLMENT OF, AND Q..ŒN['S EXCLUSIVE
REMEDY FOR, AlL THE LIABILffIES OR RESPONSIBILITIES
OF CONSULTANT TO CLIENT FOR NON-CONFORMING OR
DEFECfIVE SERVICES. WHETHER mE CLAIMS OF ~
ARE BASED ON DELAY, CONTRACT, TORT, NEGUGENCE,
STRICT LIABILITY, WARRANTY, INDEMNITY, ERROR AND
OMISSION OR ANY OTHER CAUSE WHATSOEVER,
5.
QUALITY ASSURANCE
The petfonnance by Consultant of any quality assurance, vendor
assurance, project management, construction management, or other
third party supervisory or advisory services as part of Consultant's
Services under a Work Authorization shall not constitute an
assumption by Consultant of the obligations of Client or its other
contractor, vendors or suppliers. Client shall defend Consultant
against any claim, suit or proceeding asserted by one of its other
contractors, vendors or suppliers and indemnify, defend and save
Consultant hannless from liability for any loss sustained by such
contractor, vendor or supplier in connection with any such quality
assurance, vendor assurance, project management, construction
management, or other third party supervisory or advisory services.
Consulting Agreement
8/1911)4
6.
INSURANCE
Upon Client's written request, Consultant shall effect and maintain
during the petfonnance of Services under a Work Authorization the
following insurance coverages:
a)
Workers' Compensation for statutory limits in compliance with
the applicable state and federal laws, and Employer's Liability
with a limit of $1,000,000;
b)
Comprehensive General Liability including Products and
Completed Operations, Contractual Liability and Broad Fonn
Property and Personal Injury Liability with a combined single
limit of $ I ,000,000 per occurrence and in the aggregate;
c)
Automobile Liability Insurance with a combined single limit of
$1,000,000 for bodily injury and property damage with respect
to vehicles either owned, non-owned, and leased by Consultant
in the perfonnance of Services under the Agreement.
In the event Consultant perfonns Services under any Work
Authorization in connection with a project for which Client or
another party with which Client has contracted obtains aU risk or
builder's risk property insurance, Client, as the case may be, shall
name, or shaU cause such other party to name, Consultant as an
additional insured on such all risk or builder's risk property
insurance, Client acknowledges that Consultant has an insurable
interest in such all risk or builder's risk property insurance,
If requested, Client and Consultant shall each furnish to the other
duly executed certificates of insurance, indicating that policies with
respect to the aforementioned insurance have been issued and that
such policies contain provisions regarding prior notification of
cancellation.
Consultant and Client each waive all rights of recovery against a loss
occuning to property of the other, to the extent that such waivers do
not invalidate the property insurance of either.
7.
INDEMNITY
Consultant shall indemnify, defend and save Client, its officers,
directOT1!, employees affiliates hannless from any loss, cost or
expense claimed by third parties fO( property damage and/or bodily
~ury, including death, to the proportionate extent such loss, cost or
expense arises from the negligence or willful misconduct of
Consultant, its employees or affiliates in connection with the
Services,
Client shall indemnify, defend and save Consultant, its officers,
directors, employees affiliates harmless from any loss, cost or
expense claimed by third parties for property damage and/or bodily
injury, including death, to the proportionate extent such loss, cost or
expense arises from the negligence or willful misconduct of Client its
employees or affiliates in coMeçtion with the Services.
The indemnity and save hannless obligations of Consultant and
Client under this Article 7 shall not apply with respect to any
radioactive, hazardous, polluted, toxic, or contaminated substances or
materials, as Consultant's and Client's rights and obligations with
respect thereto are set forth in Article 10.
8.
WAIVER OF CONSEQUENTIAL DAMAGES
Notwithstanding any other provision to the contrary in this
Agreement or a Work Authorization, neither Client nor Consultant
shall be liable, whether based on contract, tort, negligence, strict
liability, wammty, indemnity, error and omission or any other cause
2
whatsoever, for any consequential, special, incidental, indirect,
punitive or exemplary damages, or damages arising from or in
connection with loss of power, loss of use, loss of revenue or profit
(actual or anticipated), loss by reason of shutdown or non-operation,
increased cost of construction, cost of capital, cost of replacement
power or customer claims, and Consultant hereby releases Client and
Client hereby releases Consultant from any such liability; vrovided.
~, that the limitation of liability in this Article 8 shall not
apply with respect to Client's indemnity and save harmless
obligations to Consultant under Article 10, and shall not affect
Client's obligation to pay Consultant as required under this
Agreement for performance of the Services under a Work
Authorization,
9.
LIMITATION OF LIABILITY
Notwithstanding any other provision to the contrary in this
Agreement or a Work Authorization, in no event shall the total
cumulative aggregate liability of Consultant resulting from, arising
out of or in connection with the perfonnance or nonperformance of
any or all Services or other obligations under a Work Authorization,
whether based on delay, contract, tort, negligence, strict liability,
warranty, indemnity, error and omission or any other cause
whatsoever exceed fifty percent (50%) of the fee paid Consultant
pursuant to such Work Authorization or extend beyond the expiration
of the warranty period for the Services performed under the Work
Authorization. The remedies stated in the Agreement are Client's
sole and exclusive remedies for any failure by Consultant to comply
with the obligations.
10.
HAZARDOUS SUBSTANCES
Notwithstanding any other provision to the contrary in this
Agreement or a Work Authorization. Client shall indemnify, defend
and save Consultant and its affiliates, consultants, agents,
subcontractors and suppliers of any tier, and any and all employees,
officers, directors of any of the foregoing, if any, from and against
any and all claims (including, without limitation, all penalties,
attorney's fees. fIDes and administrative or civil sanctions arising out
of or related to such claim), losses. costs, expenses, judgments,
damages (including incidental, consequential, indirect and special
damages), penalties, and liabilities of any kind or nature whatsoever
(collectively "Losses"), suffered as a result of, or arising out of, or in
connection with, the perfonnance of the Services and relating to the
regulation and/or protection of the environment, including, without
limitation, Losses incurred in connection with characterization,
handling, transportation, storage, removal, remediation, disturbance
or disposal of radioactive, hazardous, polluted, toxic, or contaminated
substances and materials, whether above or below ground and not
brought to a Client site or other proposed project site by Consultant
in the performance of the Services without Client's approval.
Consultant shall indemnify, defend and save Client harmless from
and against any direct loss or liability sustained by Client to the
proportionate extent such loss or liability arises from Consultant's
negligence or willful misconduct in the handling of any radioact~ve,
hazardous, polluted, toxic or contaminated substances or matenals
but only when such radioactive, hazardous, polluted, toxic or
contaminated substances or materials are brought to a Client site or
other proposed project site by Consultant in the performance of the
Services and not at the direction of Client.
Client shall at all times retain exclusive control over and final
approval of and shall be solely responsible for evaluation,
implementation and all other decisions relating to environmental
laws, rules and regulations and the characterization. removal,
remediation, transportation, disturbance or disposal of radioactive,
Consulting Agreement
8/19104
hazardous, polluted, toxic, or contaminated substances and materials,
whether above or below ground.
11.
CHANGES
The Parties may from time to time by mutual agreement seek to
modify, extend or enlarge the Services under a Work Authorization
("Change Order"). In the event the Parties agree to a Change Order
for additional Services, or to make other modifications to the
Services, Consultant's compensation, the schedule and any other
relevant terms and conditions, the relevant Work Authorization shall
be equitably adjusted prior to performance of such Services.
12.
INDEPENDENT CONSULTANT
Consultant is an independent contractor. Neither Consultant, nor any
of its employees, are or shall be deemed to be agents or employees of
Client, Consultant has sole authority and responsibility to employ,
discharge or otherwise control its employees.
13. OWNERSHIP OF DOCUMENTS
Consultant grants to Client a transferable, irrevocable and perpetual
royalty-free license to retain and use all work products delivered to
Client for any purpose in connection to a Work Authorization and
Client's associated project upon full payment by Client for
Consultant's Services. Client also may use such work product for
other putpoSeS with Consultant's written consent.
14.
TERMINA TION/SUSPENSION
Client shall have the right to tenninate anyone or more Work
Authorization(s) prior to completion of the Services after delivery of
fifteen (IS) days written notice to Consultant, in which event, Client
shall pay Consultant all amounts for Services perfonned up to the
effective date of tennination plus Consultant's reasonable costs of
complying with such tennination, including tennination payments to
vendors and subcontractors and all expenses of demobilization.
Client's sole and exclusive right to tenninate Consultant's
performance of Services under one or more Work Authorizations
prior to the completion of such Services is as provided in this Article
14 and Consultant's sole and exclusive remedy for such tennination
shall be as provided in this Article 14.
Client may, at any time, suspend perfonnance of all or any part of the
Services by giving five (5) days written notice to Consultant. Such
suspension may continue for a total cumulative aggregate period of
up to thirty (30) calendar days after the effective date of suspension
during which period Client may request, in writing, Consultant to
resume performance of the Services. If, at the end of said thirty (30)
day period, Client has not required a resumption of the Services, that
portion of the Services which has been under such suspension may
then automatically be deemed terminated by Consultant unless Client
and Consultant have agreed in writing to a further extension of the
suspension period. If a suspension of Services by Client delays
Consultant's performance of any of the Services or any of its other
obligations under a Work Authorization, or increases Consultant's
costs of performance, the applicable Work Authorization will, prior
to Consultant's resumption of perfonnance of suspended Services, be
equitably adjusted to extend Consultant's time for perfonnance of the
delayed Services or other obligations sufficient to overcome the
effects of such delay and/or to increase Consultant's compensation to
reflect its increased costs of perfonnance,
3
15.
FORCE MAJEURE
Any delay or failure of Consultant in perfonning its required
obligations hereunder shall be excused if and to the extent such delay
or failure is caused by a Force Majeure Event. A "Force Majeure
Event" means an event due to any cause or causes beyond the
reasonable control of Consultant and shall include, but not be limited
to, acts of God, strike, labor dispute fire, stonn, flood, windstonn,
unusually severe weather, sabotage, embargo, terrorism, energy
shortage, accidents or delay in transportation, accidents in the
handling and rigging of heavy equipment, explosion, riot, war, court
injunction or order, delays by acts or orders of any governmental
body or changes in laws or government regulations or the
interpretations or application thereof or the acts or omissions of the
Client or its other contractors, vendors or suppliers. In the event of a
Force Majeure Event, Consultant shall receive an equitable
adjustment extending Consultant's time for perfonnance for such
Services sufficient to overcome the effects of any delay, and an
increase(s) to Consultant's compensation sufficient to account for
any increased cost in perfonnance or loss or damage suffered by
Consultant.
16, SECONDED EMPLOYEES
Notwithstanding any other provision to the contrary in this
Agreement or a Work Authorization, when Consultant provides
individual employees to Client that perfonn Services under the
supervision, direction and control of Client under a Work
Authorization (hereinafter "Seconded Employees"), the Seconded
Employees shall be advised by Client of all office and facility rules,
regulations, and safety procedures, The Services perfonned by the
Seconded Employees shall be based on information furnished by
Client, and the Seconded Employees shall be entitled to rely upon
such information and direction as being correct, accurate and
appropriate. Consultant shall retain no right to supervise, direct or
control the Seconded Employees with respect to their performance of
Services and all such supervision, direction and control shall come
from Client. Therefore Consultant does not wammt any or all of the
Services by Seconded Employees, and any and all statutory, express
or implied wammties (including but not limited to any and all
wammties of merchantability and/or fitness for a particular purpose
and all wammties arising from coun;e of dealing and usage of trade)
of or for any or all such Services are expressly disclaimed as a
condition precedent to the receipt of such Services, and neither
Consultant nor any of the Seconded Employees shall have any
liability to Client or to any tlùrd party(ies) for injuries or alleged
injuries to persons (including death), or for damages or alleged
damages to property, including but not limited to Client's property,
arising out of or in connection with the Services of the Seconded
Employees, regardless of whether based upon delay, contract, tort,
negligence, strict liability, wammty, indemnity, error and omission or
any other cause whatsoever. In the event that any such liability is
ever actually or threatened to be borne by or imposed upon
Consultant or any of the Seconded Employees, Client shall
indemnify, defend and save Consultant and such Seconded
Employees harmless from and against any and all such liability,
regardless of whether based upon delay, contract, tort, negligence,
strict liability, wammty, indemnity, error and omission or any other
cause whatsoever,
17. TERM
Unless otherwise specified, the term of this Agreement shall be no
more than two (2) years from the effective date, subject to earlier
teonination as herein provided,
Consulting Agreement
4
8/19104
18. GENERAL
a)
Client and Consultant each represent and warrant that this
Agreement has been duly authorized, executed and delivered
and constitutes its binding agreement enforceable against it.
This Agreement and any executed Work Authorizations
supersede all prior written and/or oral contracts and agreements
that may have been made or entered into between Client and
Consultant regarding the subject matter hereof, including but
not limited to any and all proposals, oral or written, and all
communications between the Parties relating to this Agreement
or any Work Authorization(s), and constitute the entire
agreement between the Parties hereto with respect to the subject
matter hereof,
b)
This Agreement and Work Authorization(s) may not be
assigned by Consultant or Client in any way, including by
operation of law, unless otherwise mutually agreed to in
writing, any such attempted non-authorized assignment shall be
null and void and of no force or effect.
c)
Any cost opinions or estimates provided by Consultant will be
on a basis of experience and judgment. but since Consultant has
no control over market conditions or bidding procedures,
Consultant cannot and does not wammt that bids, ultimate
construction cost, or project economics will not vary from these
opinions or estimates. Neither this Agreement nor any of the
Services provided hereunder shall constitute or provide for, and
Consultant shall not be considered to have rendered, any legal
or financial opinion(s) regarding the feasibility of this project or
any other or regarding any other matter.
d)
Notices shall be effective hereunder as follows only if in writing
and addressed to the person designated in this provision: (1)
upon delivery, if delivered personally to the person; (2) upon
transmission, if transmitted to the facsimile number of the
person; and (3) upon posting, if by fllJ!t class or overnight mail
(postage prepaid), The persons for each Party to whom notices
are to be delivered are as follows:
(Client) City of Meridian. Idaho
(Address) 660 East Watertower Lane. Ste 150, Meridian,
Idaho 83642.2300
Attention: Brad Hawkins.Clark
Facsimile: 208-888-6854
Washinl!ton GroUD International. Inc.
7800 East Union Avenue, Suite 100
Denver CO 80237
Attention: Keith Haiar
Facsimile: 208.386.6050
e)
All contract issues and matters of law will be adjudicated in
accordance with the laws of the State of New York, excluding
any provisions or principles thereof which would require the
application of the laws of a different jurisdiction,
f)
The terms and conditions of this Agreement shall prevail,
notwithstanding any variance with any pUTChase order or other
written instrument submitted by Client whether fonnally
rejected by Consultant or not. This Agreement may be
modified only by amendment when signed by each Party, In
the event that anyone or more of the provisions of this
Agreement shall be found to be illegal or unenforceable, the
remaining provisions of this Agreement shall remain in full
force and effect, and such tenD or provision shall be deemed
stricken to the extent and in the jurisdictions necessary for
compliance with applicable law.
g)
Nothing in this Contract shall be construed to give any rights or
benefits to anyone other than the Client or Consultant.
h)
The headings in this Agreement are for convenience only, and
shall not affect the interpretation hereof.
i)
The provisions under Articles 3, 4, 7, 8, 9, 10, 14, 16, 17, and
18 and any other provisions of this Agreement and/or Work
Authorization(s) providing for limitation of or protection
against liabilities between the Parties hereto shall survive
termination of the Agreement and/or completion of the Services
hereunder,
j)
It is understood and agreed that any delay, waiver or omission
by Consultant or Client to exercise any right or power arising
from any breach or default by Client or Consultant in any of the
terms, provisions or covenants of this Agreement or any Work
Authorization shall not be construed to be a waiver by
Consultant or Client of any subsequent breach or default of the
same or other terms, provisions or covenants on the part of
Consultant or Client.
k)
A word or expression defmed in this Agreement containing capital
letter(s) shall be identified, in any section of this Agreement where
the entire text is printed in block capital letter, by such word or
expression being underlined.
19.
ATTACHMENTS
Attachments A, B and C, which are attached hereto, are incorporated
by this reference into this Agreement as if fully set forth herein.
Attachment A - Work Authorization
Attachment B - Schedule of Charges
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed by their duly authorized
representatives, effective as of the day and year fllSt above
mentioned.
"){ By:
Name:
(Printed)
Title:
By:
Name:
DA VI f)
K,
BUr2'EIJ.
Consulting Agreement
Title:
5
(Printed)
!<E'tÁJDfJ,:J L
KI I 9104
M A .J ¡: &t F: ¡;¿,
\!ì Washington Group International
Integrated Engineering, Construction, and Management Solutions
ATTACHMENT A
WORK AUTHORIZATION
CONSULTANT: Washington Group International, Inc.
PROJECT NAME:
TASK NO.:
DATE OF ISSUANCE:
BASIS FOR PAYMENT (Check Each That Applies):
0
D
Fixed Price of *
Reimbursable (Cost Plus Pricing)*
x
Other (Describe: hourly rate per attached fee table)
* As defined in the Definitions on page 2 of this Attachment A:
SCOPE OF SERVICES: Attached scope of work
PERFORMANCE SCHEDULE:
Attached scope of work
TERMS AND CONDITIONS: This Work Authorization shall be governed by the tenns and conditions set forth in the
Agreement for Consulting and Professional Services between City of Meridian. Idaho and Washington Group
International. Inc. effective . 200_.
AUTHORIZED FO
CITY OF IAN, IDAHO
ACCEPTED FOR CONSULTANT:
WAS TON GROUP INTERNATIONAL, INC
f- By:
By:
(Signature)
(Printed)
Name: DtJ)//!J f!, ß lA. T 2.1 E R..
(Printed)
Name:
Title:
Title:
R ç /11 n 1-JÞ-) L
fJ/A//OS
/ I
M r:JNt:JÙf EIZ
Date:
Date:
Consulting Agreement
1
07120/059:26 AM
"waShington Group International
Integrated Engineering, Construction, and Management Solutions
DEFINITIONS
"Fixed Price" shall be a lump sum price for a discrete scope of Services with a defined schedule as
agreed upon by the Parties. The Fixed Price shall be full compensation to the Consultant for all costs,
expenses, and profit relating to the applicable Work Authorization, including salaries and wages. The
Fixed Price includes all federal, state and other taxes related to the income of Consultant and
Consultant's personnel, but does not include federal, state, municipal, sates, use and other taxes, if any,
which shall be reimbursed separately by Client.
a.)
b.)
"Cost Plus Pricing" for Services shall include Direct Labor Costs multiplied by a Labor Multiplier plus
Direct Expenses, all as defined below.
L)
ii.)
iii.)
iv.)
Consulting Agreement
"Direct Labor Costs" are defined as the amount of wages or salaries payable or paid
to a Consultant's employees (contract or otherwise) engaged directly in performance
of Services (W-2 rates).
"Labor Multiplier" is defined as a percentage of Direct Labor Costs calculated to
cover taxes, payments, and premiums measured by or applicable to such wages or
salaries, including, but not limited to, statutory insurance programs, employer
provided employee benefit programs, administrative overhead, and profit.
As of the date of this Agreement, the Labor Multiplier is . The Labor
Multiplier will be periodically reviewed by Client and Consultant and may be revised
semiannually, upon mutual agreement in writing by Client and Consultant, beginning
six months from the Effective Date of this Agreement.
"Direct Expenses" are defined as all direct costs and expenses, other than Direct
Labor Costs, incurred in perfonning and/or providing Services under a Work
Authorization. Direct Expenses shall include, but not be limited to: necessary
transportation costs, including mileage at the applicable current rate per mile when
the Consultant's automobile or the automobiles of its employees are used; meals and
lodging; laboratory tests and analyses; computer services; automatic typing
equipment service; telephone; and printing, binding, and repro graphic charges and
any federal, state, municipal, sales, use and other taxes, if any, which are measured
by the nature or value of Services perfonned under a Work Authorization, which
shall be reimbursed separately by Client. When technical or professional services
have been performed by independent companies including subconsultants,
subcontractors, or outside sources, as requested or approved by the Client, they shall
be reimbursed by Client. In Attachment B are the current rates for reproduction
services, computer usage, word processing and related equipment. Travel costs will
be in accordance with Attachment C. Attachments Band C may be updated
semiannually.
2
07120/059:26 AM
~ Washin,mn Group International
Integrated Engineering, Construction, and Management Solutions
ATTACHMENTB
SCHEDULE OF CHARGES
Effective 06/05/03
I.
COMPUTER SERVICES AND OTHER DIRECT CHARGES
Charges for computer and CADD services, bulk repro graphic services, casual reproduction, telephone/fax usage and
expressage will be invoiced at $4.20 per home office work hour charged to the project.
II.
INTER-CADD SYSTEM DRAWING CONVERSIONS
A conversion charge of approximately $25.00 to $50.00 per drawing will be invoiced depending on age, density and
complexity. The charge is based on the time required for a specialist to perfonn the conversion.
ill.
OTHER SOFTWARE AND PRICING
Specialized software applications such as the Total Resource Allocation and Control (TRAC) System, the Material
Acquisition and Requirements Control System (eMARC), and the Field Materials Requirements Planning (FMRP)
System are available for use on projects that require such programs. Pricing for these applications is supplied on request.
IV.
ENN1RONMENTAL LABORATORY SERVICES
Services of an Environmental Laboratory for analytical tests and equipment rental will be reimbursed at established
commercial rates prevailing at the time of the services.
v.
OUTSIDE SPECIALTY/CONSULTANT SERVICES
Unless otherwise specified in the Contract, the services of outside Specialty Consultants, to the extent such personnel are
utilized on the project, shall be invoiced at actual cost billed plus an amount of 15% thereof to cover general and
administrative expenses. If the outside Specialty Consultants are perfonning services in Washington's offices, an
additional amount shall be added to the above sum equal to 45% thereof to cover facilities overheads and other expenses.
Unless otherwise specified in the Contract, the services of Contract Personnel, to the extent such personnel are utilized on
the project, shall be invoiced at the employee's W-2 salary plus the labor multiplier and fee stipulated in the Contract.
Special materials and services required by the Client not otherwise provided for in this schedule, shall be reimbursable at
quoted rates.
vn
INSURANCE PREMIUMS
Washington will invoice Client the cost of its Insurance Package Program at a rate of $1.35 per $100 of home office
revenue.
Consulting Agreement
1
07/20105 9:26 AM