Res 121-93 8/17/1993RESOLUTION NO. /0V—f3
RESOLUTION APPROVING THE MASTER AGREEMENT FOR
PROFESSIONAL SERVICES FOR PERMIT MODIFICATION
FOR THE MUNICIPAL SOLID WASTE LANDFILL
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WHEREAS, the City of Wichita Falls desires to modify its
existing Sanitary Landfill Permit No. 1428 to comply with the
revised Texas Water Commission regulation; and,
WHEREAS, the City of Wichita Falls desires to enter into a
Master Agreement for Professional Services with the firm of
Biggs and Mathews, Inc. for the preparation of this permit
modification.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WICHITA FALLS, TEXAS, THAT:
The attached Master Agreement for Professional Services with
Biggs and Mathews, Inc. is hereby approved to provide
modification to Permit No. 1428 to comply with the Texas Water
Commission Rules and Regulations as promulgated on June 18, 1993 .
PASSED AND APPROVED this the 17t . . of , •ust,
MA OR
ATT ST:
44CITYCLERK
MASTER AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is entered into as of this day of 19_, by and
between City of Wichita Falls, Texas OWNER) and Biggs & Mathews, Inc.
CONSULTANT) .
WHEREAS, the City of Wichita Falls, Texas proposes to pursue a permit
modification from the Texas Water Commission (TWC) to comply with newly adopted
Sub-Title "D" Regulations in order to dispose of municipal solid waste at the
existing site; and
WHEREAS, the firm of Biggs & Mathews, Inc. is acceptable to the Owner and is
willing to enter into a contract to provide the required professional services
relating to the permit modification and design of the municipal solid waste site;
and
WHEREAS, the Owner and Consultant desire to set forth the terms and conditions
under which said professional services will be performed;
NOW THEREFORE, it is agreed as follows:
ARTICLE 1 - SERVICES TO BE PERFORMED
During the term of this Agreement, and subject to the conditions herein set
forth, whenever it is mutually determined as necessary, the Owner will call upon
the Consultant to perform specific professional services relating to the permit
modification and design of a solid waste landfill. In each instance a separate
Letter of Agreement" will be prepared, each being separately subject to the
terms and conditions of this Agreement. Said "Letter of Agreement" will define
1) Scope of Services to be performed, (2) Proposed Schedule of Services, and (3)
Cost of Professional Services. Each "Letter of Agreement" will be mutually
agreed upon by the Owner and Consultant, subject to the terms and conditions of
the within Agreement and will be executed by an appropriate representative of
each party.
It is also agreed and understood that Biggs & Mathews, Inc. intends to
subcontract with Emcon/Baker-Shiflett, Inc. for certain professional services
relating to the geotechnical, geologic, hydrogeologic, and various aspects of the
permit modification and design process.
ARTICLE 2 - COMPENSATION
As full consideration for the performance of professional services specified in
each separate "Letter of Agreement" described in ARTICLE 1, the Owner will pay
the Consultant in accordance with the fees, charges, and payment provisions noted
thereon or attached thereto, up to the aggregate amount as set forth in Exhibit
A". The aggregate sum of Exhibit "A" shall not be exceeded without a change
order approved by both parties to this instrument.
A cost estimate of basic, professional services anticipated under this contract
is outlined in Exhibit "A" along with a schedule of additional services as
required. )
ARTICLE 3 - TERM OF AGREEMENT
This Agreement will be for an initial term from the date hereof, until the end
of the calendar year in which the contract was fully executed, and will
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thereafter automatically renew for successive periods of one year each, unless
terminated by either party by not less than thirty (30) days prior written notice
to the other party. If this Agreement is terminated, the Consultant will be paid
for services performed to the date of receipt of the termination notice, plus any
costs reasonable incurred in terminating services.
ARTICLE 4 - BILLING AND PAYMENT
Invoices will be submitted monthly and shall be due and payable upon receipt.
Interest at the rate of one and one-half percent (1.5%) per month, but not
exceeding the maximum rate allowable by law, shall be payable on any amounts that
are due but unpaid within thirty (30) days from receipt of invoice, payment to
be applied first to accrued late payment charges and then to the principal unpaid
amount. Remittance will be mailed to the Consultant at the address noted on such
invoices or as the Consultant may otherwise advise.
ARTICLE 5 — SUSPENSION OF SERVICES
The Owner may suspend further performance of professional services by the
Consultant by ten (10) days prior written notice. If payment of invoices by the
Owner is not maintained on a thirty (30) day current basis, the Consultant may
suspend further performance until such payment is restored to a current basis.
Suspensions for any reason exceeding thirty (30) days will, at the option of the
Consultant, make this Agreement or any separate document for specific services
subject to termination or renegotiation.
All suspensions will extend the contract completion date for specified services
commensurately, and the Consultant will be paid for services performed to the
suspension date plus suspension charges. Suspension charges are defined as those
charges relating to costs incurred which are directly attributable to suspension
of services, including but not limited to personnel rescheduling, equipment
rescheduling, and/or reassignment adjustment.
ARTICLE 6 - FORCE MAJEURE
Neither party will hold the other responsible for damages or delays in
performance caused by acts of God or other events beyond the control of the other
party and which could not have been reasonable foreseen or prevented. Should
such events occur, it is agreed that both parties will use their best efforts to
overcome all difficulties arising and to resume as soon as reasonable possible
the normal pursuit and schedule of the performance of this Agreement. Delays
within the scope of this Article will extend the contact completion date for
specified services commensurately or will, at the option of either party, make
this Agreement subject to termination or to renegotiation.
ARTICLE 7 - WARRANTY
The Consultant provides services in accordance with generally accepted
professional practices in its fields of specialty. In the opinion of the
Consultant, he is knowledgeable and has the required expertise regarding the
current applicable rules and regulations as they pertain to the attached
professional services. No other warranty or representation, either expressed or
implied, is included or intended as part of the Consultant's services, proposals,
contracts, or reports.
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ARTICLE 8 — INSURANCE
The Consultant agrees to maintain statutory worker's compensation insurance
coverage, employers' liability, commercial general liability and automobile
liability insurance coverage during the period of performance of services
hereunder in the following minimum amounts:
LIMITS OF LIABILITY
A. Worker's Compensation Statutory
Employer's Liability 1,000,000
B. Commercial General Liability
including Contractual Liability) :
Bodily Injury 1,000,000 combined
single limits for each
Property Damage ) occurrence or aggregate
C. Comprehensive Automobile Liability
Owned, Hired, and Non-owned Vehicles):
Bodily Injury 1,000,000 combined
single limits for each
Property Damage ) occurrence or aggregate
At the Owner's request, insurance certificates will be provided by the Consultant
to evidence such coverages.
ARTICLE 9 - LIMITATION OF LIABILITY
Biggs & Mathews, Inc. will maintain professional liability (errors and omissions)
insurance in an amount not less than $1,000,000 aggregate limits during the term
of this Agreement. To the fullest extent permitted by law, the Owner agrees to
limit the liability of Biggs & Mathews, Inc., its officers, shareholders and
employees, for any acts, errors or omissions or breaches of contract to the
proceeds available from applicable insurance, or, where no insurance is
applicable, the lesser of the actual damages incurred by the Owner or the total
sum of $100,000.00. Failure of the Owner to give written notice to Biggs &
Mathews, Inc. of any claim of negligent act, error or omission within one (1)
year of performance from the time such act, error or omission is discovered or
should have been discovered in the exercise of due diligence by the Owner, shall
constitute a waiver of such claim by the Owner.
ARTICLE 10 - INDEMNIFICATION
Each party shall indemnify the other from loss, cost, damage or expense
including attorney's fees), arising out of the negligence of the indemnifying
party to the extent that such loss, cost, damage or expense is caused by the
negligence of the indemnitor. In addition, the Owner agrees to indemnify, defend
and hold the Consultant harmless from any loss, cost, damage, expense (including
attorneys' fees) or liability, arising out of or in connection with the
Consultant's performance for any environmental pollution or contamination except
to the extent such pollution or contamination is newly caused or created by the
active negligence or willful misconduct of the Consultant.
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ARTICLE 11 — NO THIRD PARTY BENEFICIARIES
There are no third party beneficiaries of this agreement between the Owner and
the Consultant, and no third party shall be entitled to rely upon any work
performed or reports prepared by the Consultant hereunder for any purpose
whatsoever.
ARTICLE 12 - REVIEW OF RECORDS
The Consultant will keep accurate records and books of general account showing
all charges and expenses incurred by the Consultant in the performance of the
services herein. The Owner will have the right, upon reasonable notice during
business hours, to examine at its expense (up to one year after completion of the
services) the direct costs, expenses, and disbursements made or incurred in
connection with the services performed and may examine any relevant books and
records of the Consultant relating thereto.
ARTICLE 13 - RIGHT OF ENTRY AND DAMAGES
The Owner will arrange for authorized entry for the Consultant and its sub-
contractors to the project site, and nearby properties if required, in order to
complete the services. While the Consultant will take all reasonable precautions
to minimize any physical damage to the project site and any nearby properties,
it is understood by Owner that in the normal course of performing services some
damage may occur.
ARTICLE 14 - LAWS AND REGULATIONS
Both parties will be entitled to regard all applicable laws, rules and
regulations issued by any federal or state regulatory body as valid and may act
in accordance therewith until such time as the same may be modified or superseded
by such regulatory body or invalidated by final judgment in a court of competent
jurisdiction, unless prior to such final judicial determination, the
effectiveness of such law, rule or regulation has been stayed by an appropriate
judicial or administrative body having jurisdiction.
In the event there are changes in existing laws, codes, ordinances, or
regulations, or the interpretation thereof, following the performance of
professional services, the Consultant will not be responsible for any claims,
including claims for fines or penalties imposed, resulting from or alleged to
have resulted from noncompliance with or non-incorporation of such changes in
professional services prior to the effectiveness of such changes in laws, codes,
ordinances or regulations, or the interpretation thereof.
ARTICLE 15 - ASSIGNMENT
Neither party to this Agreement will assign or otherwise transfer its rights or
obligations hereunder without the prior written consent of the other party.
ARTICLE 16 - ENTIRE AGREEMENT
This Agreement and any Exhibits attached hereto constitute the entire Agreement
between the Owner and the Consultant. It supersedes all prior written or oral
agreements, or contemporaneous communication with respect to the subject matter
thereof, and has not been induced by any representations, statements, or
agreements other than those herein expressed. No amendment to this Agreement
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hereafter made between the parties will be binding on either party unless reduced
to writing and signed by authorized representatives of both parties.
Any provisions of this Agreement held in violation of any law or ordinance will
be deemed stricken, and all remaining provisions shall continue valid and binding
upon the parties. The parties will attempt in good faith to replace any invalid
or unenforceable provisions of this Agreement with provisions which are valid and
enforceable and which come as close as possible to expressing the intention of
the original provisions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
CITY OF WICHITA FALLS, TEXAS
By:
Title:
ATTEST: Date:
Secretary
BIGGS & MATHEWS, INC.
By:
Title:
ATTEST: Date:
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EXHIBIT "A"
ESTIMATED BUDGET FOR BASIC PROFESSIONAL SERVICES
Texas Water Commission Planning Meeting 7,500.00
a) Document Intent to File Modifications/Amendments
b) Consideration of Alternate Liner Design
c) General Discussion of Plan and Schedule
Geological and Geotechnical
Phase 1 - Initial Geologic Data Acquisition and
Interpretation 35,000.00
a) Drill and continuously sample three (3) geologic
borings to a maximum depth 100 feet.
b) Correlate new and existing subsurface data.
c) Attempt to establish preliminary conclusions
regarding stratigraphy, subsurface hydrogeology,
groundwater occurrence, and groundwater pathways
at site.
d) Establish Phase 2 Exploration Plan for piezometers
based on correlation of new borings with existing
subsurface information.
e) Confer with Texas Water Commission to present
Phase 1 conclusions and proposed Phase 2
exploration plan.
Phase 2 - Detailed Geologic Field Exploration 85,000.00
a) Drill ten (10) borings to 50 feet
b) Laboratory analysis of soils for correlation with
existing data.
c) Installation of ten (10) 2" PVC piezometers with
surface completion, screened to provide discrete
water level information. (Construction of piezometers
to standards for potential use as monitoring wells).
d) Develop piezometers.
e) Conduct slug tests in selected piezometers.
f) Gather water level readings.
g) Preparation of geology report.
Geologic and Hydrogeologic Interpretations 50,000.00
a) Geologic interpretation to include regional geologic
setting, site geology and stratigraphy.
b) Regulatory seismic and fault study.
c) Hydrogeologic interpretation to include regional
hydrogeolgic setting, identification of site
hydrogeologic units, direction and rate of groundwater
flow and identification of possible flow pathways.
d) Groundwater test interpretation.
e) Preparation of groundwater characterization report.
Technical Design Portion 310,000.00
a) Site Layout Plan
b) Fill Cross-section Plan
c) Update Contour Map (existing contours)
d) Surface Water and Site Drainage Plan
e) Final Contour Plan
f) Groundwater Protection Plan
g) Groundwater Monitoring System Design
h) Soil Liner and FML Design
i) Soil Liner Quality Control Plan
j) HELP Modeling
k) Leachate Collection System Design
1) Groundwater Sampling and Analysis Plan
m) Landfill Gas Management Design and Plan
n) Site Operating Plan
o) Final Closure Plan
p) Post Closure Care Plan
q) Cost Estimate for Closure and Post Closing
Submission of Attachments and Administration Complete
Modification Documents 35,000.00
ESTIMATED TOTAL =$522,500.00
ADDITIONAL SERVICES:
Additional Hydrogeology 30,000.00
Monitoring Well Installation 55,000.00
Alternate Liner Design Modeling 30,000.00
Decommission of Piezometers 35,000.00
Estimate Additional Services = $150,000.00