HomeMy WebLinkAbout148-07 RESOLUTIONRESOLUTION NO. 148-07
A RESOLUTION AWARDING A CONTRACT TO GEOSYNTEC
CONSULTANTS, INC. IN THE AMOUNT OF $199,883.00 TO
DEVELOP A NUTRIENT REDUCTION PLAN IN ACCORDANCE
WITH THE BEAVER WATER DISTRICT AGREEMENT, WSIP
SUBPROJECT BWD-1, RFP 06-17.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas,
hereby awards a contract to Geosyntec Consultants, Inc. in the amount of
$199,883.00 to develop a Nutrient Reduction Plan in accordance with the Beaver
Water District Agreement, WSIP Subproject BWD-1, RFP 06-17. A copy of the
contract, marked Exhibit "A," is attached hereto and made a part hereof.
PASSED and APPROVED this 7th day of August, 2007.
APPROVED:
By:
ATTEST:
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SONDRA E. SMITH, City Clerk/ Treasurer
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AGREEMENT
For
PROFESSIONAL ENGINEERING SERVICES
Between
CITY OF FAYETTEVILLE, ARKANSAS
And
GEOSYNTEC CONSULTANTS, INC.
THIS AGREEMENT is made as of 6%Gj5 a. 7 % , 2007, by and between City of Fayetteville,
Arkansas, acting by and through its Mayor (hereinafter called CITY OF FAYE'ITEVILLE) and
Geosyntec Consultants, Inc. with offices located in Chicago, IL (hereinafter called Geosyntec ).
CITY OF FAYETTEVILLE from time to time requires professional engineering services in connection
with the planning, design, permitting, construction, operation, maintenance, management, and financing
of the Fayetteville Wastewater System Improvement Project and in particular a Nutrient Reduction Plan
(The "Project"). Therefore, CITY OF FAYETTEVILLE and Geosyntec in consideration of their mutual
covenants agree as follows:
Geosyntec shall serve as CITY OF FAYETTEVILLE's professional consultant in those assignments to
which this Agreement applies, and shall give consultation and advice to CITY OF FAYETTEVILLE
during the performance of Geosyntec's services.
AUTHORIZATION OF SERVICES
1.1 Services on any assignment shall be undertaken only upon written Authorization of CITY OF
FAYETTEVILLE and agreement of Geosyntec.
1.2 Assignments may include services described hereafter as Basic Services or as Additional Seryices
of Geosyntec.
1.3 Changes, modifications or amendments in scope, price or fees to this contract shall not be
allowed without a formal contract amendment approved by the Mayor and the City Council in
advance of the change in scope, costs, fees, or delivery schedule.
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SECTION 1 - BASIC SERVICES OF GEOSYNTEC
2.1 General
2.1.1 Perform professional Nutrient Reduction Plan services as described in the scope of work in
Appendix A.
2.1.2 Develop and include in Appendix B of this Agreement, a project schedule in which Geosyntec
shall include, in an acceptable level of detail, the steps and milestone dates to be undertaken by Geosyntec
in the completion of this nutrient reduction plan. Nonconformance with this schedule by Geosyntec and
its subconsultants may result in the assessment of damages payable by Geosyntec to the CITY OF
FAYETTEVILLE for costs incurred including, but not limited to, interest rate increases, impacts from
delay, and inflationary cost increases. The maximum cost liability of Geosyntec shall be limited to the
total gross amount payable to or through the Consultant authorized under this agreement, including
amendments thereto.
2.1.2.1 The progress schedule shall consist of a bar chart schedule depicting the duration of each sub-
project and the discrete milestone activities which make up the sub -projects.
2.1.2.2 Render monthly Work progress reports to CITY OF FAYETTEVILLE.
SECTION 2 - ADDITIONAL SERVICES OF GEOSYNTEC
3.0 General
If authorized in writing by the CITY OF FAYETTEVILLE Mayor and the City Council and agreed to in
writing by Geosyntec, Geosyntec shall furnish or obtain from others Additional Services of the following
types that are not considered normal or customary Basic Services. The scope of Additional Services may
include:
3.1 Grant and Loan Assistance
Prepare applications and supporting documents for governmental grants, loans, or advances.
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3.2 Financial Consultation
Consult with CITY OF FAYETTEVILLE's fiscal agents and bond attorneys and provide such
engineering data as required for any bond prospectus or other financing requirements.
3.3 Administrative Assistance
Provide Contract and Project administration to the degree authorized by CITY OF FAYETTEVILLE.
3.4 Furnishing renderings or models of the Project for CITY OF FAYETTEVILLE's use,
3.5 Miscellaneous Studies
Investigations involving detailed consideration of operations, maintenance, and overhead expenses, and
the preparation of rate schedules, earnings, and expense statements; feasibility studies; appraisals and
valuations; detailed quantity surveys of material, equipment, and labor; and audits or inventories required
in connection with construction performed by CITY OF FAYETTEVILLE.
3.6 Preparing to serve or serving as a witness for CITY OF FAYETTEVILLE in any litigation or
other proceeding involving the Project.
3.7 Extra Services
3.7.1 Services not specifically defined heretofore that may be authorized by CITY OF
FAYETTEVILLE.
3.7.2 Contingent Additional Services
3.7.2.1 If services described under Contingent Additional Services in Paragraphs 3.1 through 3.6 are
required due to circumstances beyond Geosyntec's control, Geosyntec shall notify CITY OF
FAYETTEVILLE and request a formal contract amendment approved by the Mayor and the City Council
prior to commencing such services. If CITY OF FAYETTEVILLE deems that such services described
above are not required, CITY OF FAYETTEVILLE shall give prompt written notice to Geosyntec. If
CITY OF FAYETTEVILLE indicates in writing that all or parts of such Contingent Additional Services
are not required, Geosyntec shall have no obligation to provide those services.
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SECTION 3 - RESPONSIBILITIES OF CITY OF FAYETTEVILLE
CITY OF FAYETTEVILLE shall, within a reasonable time, so as not to delay the services of
Geosyntec:
3.1 Provide full information as to CITY OF FAYETTEVILLE's requirements for the Project.
3.2 Assist Geosyntec by placing at Geosyntec's disposal all available information pertinent to
the assignment including previous reports and any other data relative thereto.
3.3 Guarantee access to and make all provisions for Geosyntec to enter upon public and private
property as required for Geosyntec to perform his services under this Agreement.
3.4 Examine all studies, reports, sketches, cost opinions, Bid Documents, Drawings, proposals,
and other documents presented by Geosyntec and render in writing decisions pertaining
thereto.
3.5 Provide such professional legal, accounting, financial, and insurance counseling services as
may be required for the Project.
3.6 Designate in writing a person to act as CITY OF FAYETTEVILLE's representative with
respect to the services to be performed under this Agreement. Such person shall have
complete authority to transmit instructions, receive information, interpret and define CITY
OF FAYETTEVILLE's policies and decisions with respect to materials, equipment,
elements and systems to be used in the Project, and other matters pertinent to the services
covered by this Agreement.
3.7 Give prompt written notice to Geosyntec whenever CITY OF FAYETTEVILLE observes or
otherwise becomes aware of any defect in the Project.
3.8 Furnish approvals and permits from all governmental authorities having jurisdiction over the
Project and such approvals and consents from others as may be necessary for completion of
the Project. Pay directly to the governmental authorities the actual filing and permit fees.
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3.9 Pay for placement of legal notices and advertisements in newspapers or other publications
required by program requirements of the Wastewater System Improvement Project.
3.10 Furnish, or direct Geosyntec to provide, necessary Additional Services as stipulated in
Section 3 of this Agreement or other services as required.
3.11 CITY OF FAYETTEVILLE and/or its representative will review all documents and provide
written comments to Geosyntec in a timely manner.
SECTION 4 - PERIOD OF SERVICE
4.1 This Agreement will become effective upon the first written notice by CITY OF
FAYETTEVILLE authorizing services hereunder.
4.2 The provisions of this Agreement have been agreed to in anticipation of the orderly progress
of the Project through completion of the services stated in the Agreement. Geosyntec will
proceed with providing the authorized services immediately upon receipt of written
authorization from CITY OF FAYETTEVILLE. Said authorization shall include the scope
of the services authorized and the time in which the services are to be completed.
SECTION 5 - PAYMENTS TO GEOSYNTEC
5.1 Compensation
5.1.1 Nutrient Reduction Plan Services
For the Scope of Services described in Attachment A, CITY OF FAYETTEVILLE shall pay monthly
invoices not to exceed United States Dollars (US $ 199,883).
5.1.1.1 Subject to the City Council approval, adjustment of the not to exceed amount may be
made should Geosyntec establish and CITY OF FAYETTEVILLE agree that there has
been or is to be a significant change in scope, complexity or character of the services to
be performed; or if CITY OF FAYETTEVILLE decides to shorten the duration of work
from the time period specified in the Agreement for completion of work and such
modification warrants such adjustment. Changes, modifications or amendments in scope,
price or fees to this Contract shall not be allowed without formal contract amendment
approved by the Mayor and the City Council in advance of the change in scope, cost,
fees, or delivery schedule.
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5.1.1.2 Monthly statements for each calendar month shall be submitted to CITY OF
FAYETTEVILLE or such parties as CITY OF FAYETTEVILLE may designate for
services consistent with Geosyntec's normal billing schedule. Once established, the
billing schedule shall be maintained throughout the duration of the Project. Applications
for payment shall be made in accordance with a format to be developed by Geosyntec
and approved by CITY OF FAYETTEVILLE. Applications for payment shall be
accompanied each month by the updated project schedule as the basis for determining the
value earned as the work is accomplished. Final payment for services shall be made upon
CITY OF FAYETTEVILLE's approval and acceptance with the satisfactory completion
of the Project.
5.1.2 Additional Services
For authorized Additional engineering services under Section 3, "Additional Services", compensation to
Geosyntec shall be negotiated at the time Additional services are authorized.
5.2 Statements
Statements and updated progress schedule for each calendar month will be submitted in electronic format
simultaneously to CITY OF FAYETTEVILLE and Program Manager, followed by signed original
document to CITY OF FAYETTEVILLE. Statements will be based on Geosyntec's estimated percent of
services completed at the end of the preceding month, and justified by the updated progress schedule.
Program Manager shall review the statement and forward them to CITY OF FAYETTEVILLE with his
recommendations.
5.3 Payments
All statements are payable upon receipt and due within thirty (30) days. If a portion of Geosyntec's
statement is disputed by CITY OF FAYETTEVILLE, the undisputed portion shall be paid by CITY OF
FAYETTEVILLE by the due date. CITY OF FAYETTEVILLE shall advise Geosyntec in writing of the
basis for any disputed portion of any statement. CITY OF FAYETTEVILLE will make reasonable effort
to pay invoices within 30 days of date the invoice is approved, however, payment within 30 days is not
guaranteed.
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5.4 Final Payment
Upon satisfactory completion of the work performed under this Agreement, as a condition before final
payment under this Agreement, or as a termination settlement under this Agreement, Geosyntec shall
execute and deliver to CITY OF FAYETTEVILLE a release of all claims against CITY OF
FAYETTEVILLE arising under or by virtue of this Agreement, except claims which are specifically
exempted by Geosyntec to be set forth therein. Unless otherwise provided in this Agreement or by State
law or otherwise expressly agreed to by the parties to this Agreement, final payment under this
Agreement or settlement upon termination of this Agreement shall not constitute a waiver of CITY OF
FAYETTEVILLE's claims against Geosyntec or his sureties under this Agreement or applicable
performance and payment bonds, if any.
SECTION 6 - GENERAL CONSIDERATIONS
6.1 Insurance
6.1.1 During the course of performance of these services, Geosyntec will maintain (in United
States Dollars) the following minimum insurance coverages:
Type of Coverage
Workers' Compensation
Employers' Liability
Commercial General Liability
Bodily Injury and
Property Damage
Automobile Liability:
Bodily Injury and
Property Damage
Limits of Liability
Statutory
$500,000 Each Accident
$1,000,000 Combined Single Limit
$1,000,000 Combined Single Limit
Professional Liability Insurance $1,000,000 Each Claim
Geosyntec will provide to CITY OF FAYETTEVILLE certificates as evidence of the specified insurance
within ten days of the date of this Agreement and upon each renewal of coverage.
6.1.2 CITY OF FAYETTEVILLE and Geosyntec waive all rights against each other and their
officers, directors, agents, or employees for damage covered by property insurance during
and after the completion of Geosyntec's services. If the services result in a Construction
Phase, a provision similar to this shall be incorporated into all Construction Contracts entered
into by CITY OF FAYETTEVILLE, and all construction Contractors shall be required to
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provide waivers of subrogation in favor of CITY OF FAYETTEVILLE and Geosyntec for
damage or liability covered by any construction Contractor's policy of insurance.
6.2 Professional Responsibility
6.2.1 Geosyntec will exercise reasonable skill, care, and diligence in the performance of
Geosyntec's services and will carry out its responsibilities in accordance with customarily
accepted professional engineering practices. Geosyntec agrees not to seek or accept any
compensation or reimbursements from the City of Fayetteville for engineering work it
performs to correct any errors, omissions or other deficiencies caused by Geosyntec 's failure
to meet customarily accepted professional engineering practices. CITY OF
FAYETTEVILLE retains all other remedies to recover for its damages caused by any
negligence of Geosyntec.
6.2.2 In addition Geosyntec will be responsible to CITY OF FAYETTEVILLE for damages caused
by its negligent conduct during its activities at the Project Site to the extent covered by
Geosyntec's Commercial General Liability and Automobile Liability Insurance policies as
specified in Paragraph 6.1.1.
6.3 Cost Opinions and Projections
Cost opinions and projections prepared by Geosyntec relating to construction costs and schedules,
operation and maintenance costs, equipment characteristics and performance, and operating results are
based on Geosyntec's experience, qualifications, and judgment as a design professional. Since
Geosyntec has no control over weather, cost and availability of labor, material and equipment, labor
productivity, construction Contractors' procedures and methods, unavoidable delays, construction
Contractors' methods of determining prices, economic conditions, competitive bidding or market
conditions, and other factors affecting such cost opinions or projections, Geosyntec does not guarantee
that actual rates, costs, performance, schedules, and related items will not vary from cost opinions and
projections prepared by Geosyntec.
6.4 Changes
CITY OF FAYETTEVILLE shall have the right to make changes within the general scope of
Geosyntec's services, with an appropriate change in compensation and schedule only after Fayetteville
City Council approval of such proposed changes and, upon execution of a mutually acceptable
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amendment or change order signed by the Mayor of the CITY OF FAYETTEVILLE and the President,
Vice President, or any Principal of Geosyntec.
6.5 Termination
6.5.1 This Agreement may be terminated in whole or in part in writing by either party in the event
of substantial failure by the other party to fulfill its obligations under this Agreement through
no fault of the terminating party, provided that no termination may be effected unless the
other party is given:
6.5.1.1 Not less than ten (10) calendar days written notice (delivered by certified mail, return
receipt requested) of intent to terminate,
6.5.1.2 An opportunity for consultation with the terminating party prior to termination.
6.5.2 This Agreement may be terminated in whole or in part in writing by CIfY OF
FAYETTEVILLE for its convenience, provided that Geosyntec is given:
6.5.2.1 Not less than ten (10) calendar days written notice (delivered by certified mail, return
receipt requested) of intent to terminate,
6.5.2.2 An opportunity for consultation with the terminating party prior to termination.
6.5.3 If termination for default is effected by CITY OF FAYETTEVILLE, an equitable adjustment
in the price provided for in this Agreement shall be made, but
6.5.3.1 No amount shall be allowed for anticipated profit on unperformed services or other work,
6.5.3.2 Any payment due to Geosyntec at the time of termination may be adjusted to cover any
additional costs to CITY OF FAYETTEVILLE because of Geosyntec's default.
6.5.4 If termination for default is effected by Geosyntec, or if termination for convenience is
effected by CITY OF FAYETTEVILLE, the equitable adjustment shall include a reasonable
profit for services or other work performed. The equitable adjustment for any termination
shall provide for payment to Geosyntec for services rendered and expenses incurred prior to
the termination, in addition to termination settlement costs reasonably incurred by Geosyntec
relating to commitments which had become firm prior to the termination.
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6.5.5 Upon receipt of a termination action under Paragraphs 7.5.1 or 7.5.2 above, Geosyntec shall:
6.5.5.1 Promptly discontinue all affected work (unless the notice directs otherwise),
6.5.5.2 Deliver or otherwise make available to CITY OF FAYETTEVILLE all data, drawings,
specifications, reports, estimates, summaries and such other information and materials as
may have been accumulated by Geosyntec in performing this Agreement, whether
completed or in process.
6.5.6 Upon termination under Paragraphs 7.5.1 or 7.5.2 above CITY OF FAYETTEVILLE may
take over the work and may award another party an agreement to complete the work under
this Agreement.
6.5.7 If, after termination for failure of Geosyntec to fulfill contractual obligations, it is determined
that Geosyntec had not failed to fulfill contractual obligations, the termination shall be
deemed to have been for the convenience of CITY OF FAYETTEVILLE. In such event,
adjustments of the agreement price shall be made as provided in Paragraph 7.5.4 of this
clause.
6.6 Delays
In the event the services of Geosyntec are suspended or delayed by CITY OF FAYETTEVILLE or by
other events beyond GeoSyntec's reasonable control, Geosyntec shall be entitled to additional
compensation and time for reasonable costs incurred by Geosyntec in temporarily closing down or
delaying the Project.
6.7 Rights and Benefits
Geosyntec's services will be performed solely for the benefit of CITY OF FAYETTEVILLE and not for
the benefit of any other persons or entities.
6.8 Dispute Resolution
6.8.1 Scope of Paragraph: The procedures of this Paragraph shall apply to any and all disputes
between CITY OF FAYETTEVILLE and Geosyntec which arise from, or in any way are
related to, this Agreement, including, but not limited to the interpretation of this Agreement,
the enforcement of its terms, any acts, errors, or omissions of CITY OF FAYETTEVILLE or
Geosyntec in the performance of this Agreement, and disputes concerning payment.
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6.8.2 Exhaustion of Remedies Required: No action may be filed unless the parties first negotiate.
If timely Notice is given under Paragraph 7.8.3, but an action is initiated prior to exhaustion
of these procedures, such action shall be stayed, upon application by either party to a court of
proper jurisdiction, until the procedures in Paragraphs 7.8.3 and 7.8.4 have been complied
with.
6.8.3 Notice of Dispute
6.8.3.1 For disputes arising prior to the making of final payment promptly after the occurrence of
any incident, action, or failure to act upon which a claim is based, the party seeking relief
shall serve the other party with a written Notice;
6.8.3.2 For disputes arising within one year after the making of final payment, CITY OF
FAYETTEVILLE shall give Geosyntec written Notice at the address listed in
Paragraph 7.14 within thirty (30) days after occurrence of any incident, accident, or first
observance of defect or damage. In both instances, the Notice shall specify the nature
and amount of relief sought, the reason relief should be granted, and the appropriate
portions of this Agreement that authorize the relief requested.
6.8.4 Negotiation: Within seven days of receipt of the Notice, the Project Managers for CITY OF
FAYETTEVILLE and Geosyntec shall confer in an effort to resolve the dispute. If the
dispute cannot be resolved at that level, then, upon written request of either side, the matter
shall be referred to the President of Geosyntec and the Mayor of CITY OF FAYETTEVILLE
or his designee. These officers shall meet at the Project Site or such other location as is
agreed upon within 30 days of the written request to resolve the dispute.
6.9 CITY OF FAYETTEVILLE represents that it has sufficient funds or the means of obtaining
funds to remit payment to Geosyntec for services rendered by Geosyntec.
6.10 Publications
Recognizing the importance of professional development on the part of Geosyntec's employees and the
importance of Geosyntec's public relations, Geosyntec may prepare publications, such as technical
papers, articles for periodicals, and press releases, pertaining to Geosyntec's services for the Project.
Such publications will be provided to CITY OF FAYETTEVILLE in draft form for CITY OF
FAYETI'EVILLE's advance review. CITY OF FAYETTEVILLE shall review such drafts promptly and
provide CITY OF FAYETTEVILLE's comments to Geosyntec. CITY OF FAYETTEVILLE may require
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deletion of proprietary data or confidential information from such publications, but otherwise CITY OF
FAYETTEVILLE will not unreasonably withhold approval. The cost of Geosyntec's activities
pertaining to any such publication shall be for Geosyntec's account.
6.11 Indemnification
6.11.1 CITY OF FAYETTEVILLE agrees that it will require all construction Contractors to
indemnify, defend, and hold harmless CITY OF FAYETTEVILLE and Geosyntec from and
against any and all loss where loss is caused or incurred or alleged to be caused or incurred in
whole or in part as a result of the negligence or other actionable fault of the Contractors, or
their employees, agents, Subcontractors, and Suppliers.
6.12 Computer Models
Geosyntec may use or modify Geosyntec's proprietary computer models in service of CITY OF
FAYETTEVILLE under this Agreement, or Geosyntec may develop computer models during
Geosyntec's service to CITY OF FAYETTEVILLE under this Agreement. Such use, modification, or
development by Geosyntec does not constitute a license to CITY OF FAYETTEVILLE to use or modify
Geosyntec's computer models. Said proprietary computer models shall remain the sole property of
Geosyntec. CITY OF FAYET'I'EVILLE and Geosyntec will enter into a separate license agreement if
CITY OF FAYETTEVILLE wishes to use Geosyntec's computer models.
6.13 Ownership of Documents
All documents provided by CITY OF FAYETTEVILLE including original drawings, disks of CADD
drawings and cross sections, estimates, specification field notes, and data are and remain the property of
CITY OF FAYETTEVILLE. Geosyntec may retain reproduced copies of drawings and copies of other
documents.
Engineering documents, drawings, and specifications prepared by Geosyntec as part of the Services shall
become the property of CITY OF FAYETTEVILLE when Geosyntec has been compensated for all
Services rendered, provided, however, that Geosyntec shall have the unrestricted right to their use.
Geosyntec shall, however, retain its rights in its standard drawings details, specifications, databases,
computer software, and other proprietary property. Rights to intellectual property developed, utilized, or
modified in the performance of the Services shall remain the property of Geosyntec.
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Any files delivered in electronic medium may not work on systems and software different than those with
which they were originally produced. Geosyntec makes no warranty as to the compatibility of these files
with any other system or software. Because of the potential degradation of electronic medium over time,
in the event of a conflict between the sealed original drawings/hard copies and the electronic files, the
sealed drawings/hard copies will govern.
6.14 Notices
Any Notice required under this Agreement will be in writing, addressed to the appropriate party at the
following addresses:
CITY OF FAYETTEVILLE's address:
Geosyntec's address:
55 W. Wacker Dr..
Suite 1100
Chicago, IL 60601
6.15 Successor and Assigns
CITY OF FAYETTEVILLE and Geosyntec each binds himself and his successors, executors,
administrators, and assigns to the other party of this Agreement and to the successors, executors,
administrators, and assigns of such other party, in respect to all covenants of this Agreement; except as
above, neither CITY OF FAYETTEVILLE nor Geosyntec shall assign, sublet, or transfer his interest in
the Agreement without the written consent of the other.
6.16 Controlling Law
This Agreement shall be subject to, interpreted and enforced according to the laws of the State of
Arkansas without regard to any conflicts of law provisions.
6.17 Entire Agreement
This Agreement represents the entire Agreement between Geosyntec and CITY OF FAYETTEVILLE
relative to the Scope of Services herein. Since terms contained in purchase orders do not generally apply
to professional services, in the event CITY OF FAYETTEVILLE issues to Geosyntec a purchase order,
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no preprinted terms thereon shall become a part of this Agreement. Said purchase order document,
whether or not signed by Geosyntec, shall be considered as a document for CITY OF FAYETTEVILLE's
internal management of its operations.
SECTION 7 - SPECIAL CONDITIONS
7.1 Additional Responsibilities of Geosyntec:
7.1.1 CITY OF FAYETTEVILLE's or Arkansas Soil and Water Conservation Commission's
(ASWCC's) review, approval, or acceptance of design drawings, specifications, reports and
other services furnished hereunder shall not in any way relieve Geosyntec of responsibility
for the technical adequacy of the work. Neither CITY OF FAYETTEVILLE's nor
ASWCC's review, approval or acceptance of, nor payment for any of the services shall be
construed as a waiver of any rights under this Agreement or of any cause of action arising out
of the performance of this Agreement.
7.1.2 Geosyntec shall be and shall remain liable, in accordance with applicable law, for all
damages to CITY OF FAYETTEVILLE caused by Geosyntec's negligent performance of
any of the services furnished under this Agreement except for errors, omissions or other
deficiencies to the extent attributable to CITY OF FAYETTEVILLE or CITY OF
FAYETTEVILLE-furnished data.
7.1.3 Geosyntec's obligations under this clause are in addition to Geosyntec's other express or
implied assurances under this Agreement or State law and in no way diminish any other
rights that CITY OF FAYETTEVILLE may have against Geosyntec for faulty materials,
equipment, or work.
7.2 Remedies
Except as may be otherwise provided in this Agreement, all claims, counter -claims, disputes and other
matters in question between CITY OF FAYETTEVILLE and Geosyntec arising out of or relating to this
Agreement or the breach thereof will be decided in a court of competent jurisdiction within Arkansas.
7.3 Audit: Access to Records
7.3.1 Geosyntec shall maintain books, records, documents and other evidence directly pertinent to
performance on work under this Agreement in accordance with generally accepted
accounting principles and practices consistently applied in effect on the date of execution of
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this Agreement. Geosyntec shall also maintain the financial information and data used by
Geosyntec in the preparation of support of the cost submission required for any negotiated
agreement or change order and send to CITY OF FAYETTEVILLE a copy of the cost
summary submitted. The United States Environmental Protection Agency, the Comptroller
General of the United States, the United States Department of Labor, CITY OF
FAYETTEVILLE, the State or any of their authorized representatives shall have access to all
such books, records, documents and other evidence for the purpose of inspection, audit and
copying during normal business hours. Geosyntec will provide proper facilities for such
access and inspection.
7.3.2 Records under Paragraph 8.3.1 above, shall be maintained and made available during
performance on assisted work under this Agreement and until three years from the date of
final payment for the project. In addition, those records which relate to any controversy
arising out of such performance, or to costs or items to which an audit exception has been
taken, shall be maintained and made available until three years after the date of resolution of
such appeal, litigation, claim or exception.
7.3.3 This right of access clause (with respect to financial records) applies to:
7.3.3.1 Negotiated prime agreements:
7.3.3.2 Negotiated change orders or agreement amendments in excess of $10,000 affecting the
price of any formally advertised, competitively awarded, fixed price agreement:
7.3.3.3 Agreements or purchase orders under any agreement other than a formally advertised,
competitively awarded, fixed price agreement. However, this right of access does not
apply to a prime agreement, lower tier subagreement or purchase order awarded after
effective price competition, except:
7.3.3.3.1 With respect to record pertaining directly to subagreement performance, excluding
any financial records of Geosyntec;
7.3.3.3.2 If there is any indication that fraud, gross abuse or corrupt practices may be involved;
7.3.3.3.3 If the subagreement is terminated for default or for convenience.
Professional_Services-Designer-Rev5[1].doc A - I5 022403
7.4 Covenant Against Contingent Fees
Geosyntec warrants that no person or selling agency has been employed or retained to solicit or secure
this Agreement upon an agreement of understanding for a commission, percentage, brokerage or
continent fee, excepting bona fide employees or bona fide established commercial or selling agencies
maintained by Geosyntec for the purpose of securing business. For breach or violation of this warranty,
CITY OF FAYETTEVILLE shall have the right to annul this Agreement without liability or at its
discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of
such commission, percentage, brokerage, or contingent fee.
7.5 Gratuities
7.5.1 If CITY OF FAYETTEVILLE finds after a notice and hearing that Geosyntec or any of
Geosyntec's agents or representatives, offered or gave gratuities (in the form of
entertainment, gifts or otherwise) to any official, employee or agent of CITY OF
FAYETTEVILLE, the State or EPA in an attempt to secure an agreement or favorable
treatment in awarding, amending or making any determinations related to the performance of
this Agreement, CITY OF FAYETTEVILLE may, by written notice to Geosyntec terminate
this Agreement. CITY OF FAYETTEVILLE may also pursue other rights and remedies that
the law or this Agreement provides. However, the existence of the facts on which CITY OF
FAYETTEVILLE bases such finding shall be in issue and may be reviewed in proceedings
under the Remedies clause of this Agreement.
7.5.2 In the event this Agreement is terminated as provided in Paragraph 8.5.1, CPTY OF
FAYETTEVILLE may pursue the same remedies against Geosyntec as it could pursue in the
event of a breach of the Agreement by Geosyntec. As a penalty, in addition to any other
damages to which it may be entitled by law, CITY OF FAYETTEVILLE may pursue
exemplary damages in an amount (as determined by CITY OF FAYETTEVILLE) which
shall be not less than three nor more than ten times the costs Geosyntec incurs in providing
any such gratuities to any such officer or employee.
7.6 Arkansas Freedom of Information Act
City contracts and documents, including internal documents and documents of subcontractors and sub -
consultants, prepared while performing City contractual work are subject to the Arkansas Freedom of
Information Act (FOIA). If a Freedom of Information Act request is presented to the CITY OF
Professional_Services-Designer-RevS[1].doc A — 16 022403
FAYETTEVILLE, Geosyntec will do everything possible to provide the documents in a prompt and
timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. §25-19-101 et seq.).
Only legally authorized photocopying costs pursuant to the FOIA may be assessed for this compliance.
8.7 Debarment And Suspension
I certify that to the best of my knowledge and belief that the company that I represent and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency;
(b) Have not within a three year period preceding this proposal been convicted of or had a civil
judgement rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction
or contract under a public transaction; violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity
(Federal, State, or local) with commission of any of the offenses enumerated in paragraph (b) of
this certification; and
(d) Have not within a three-year period preceding this application/proposal had one or more public
transactions (Federal, State, or local) terminated for cause or default.
I understand that a false statement on this certification regarding debarment and suspension may be
grounds for rejection of this proposal or termination of the award. In addition, under 18 USC Sec. 1001, a
false statement may result in a fine of up to $10,000 or imprisonment for up to 5 years, or both. I further
certify that I will obtain a similar certification for each subcontract awarded in excess of $25,000.
DEBARMENT CERTIFICATION
AUTHORIZED REPRESENTATIVE
COMPANY NAME: Geosyntec Consultants, Inc.
SIGNATURE: Ad/10 v (/ DATE: CO -0/-07
PRINTED NAME: \A4//G4Wf D. 1A4b,/ G/ TITLE: /4 550c 1 a}-7 .
Professional_Services-Designer-Rev4 A — 17 022403
IN WITNESS WHEREOF, CITY OF FAYETTEVILLE, ARKANSAS by and through its Mayor, and
Geosyntec, by its authorized officer have made and executed this Agreement as of the day and year first
above written.
CITY OF FAYE EVILLF,7ARKA SAS
By:
Ma .r
ATTEST:
By:
‘"giirrri1 f f/
' •• CO. Y 0;c•
.
• FAYETTEVILLE: ii
,'4�)/G ; 1
o1X1; �1w``
City Clerk
Geosyntec Consultants, Inc.
By: /(//
Title: 4%.04, c F rrr�
By: � GCi2C�/�i zi,/ee.
Title:
Changes, modifications or amendments in scope, price or fees to this Contract shall not
be allowed without formal contract amendment approved by the Mayor and the City
Council in advance of the change in scope, cost, fees, or delivery schedule.
END OF AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES
Professional_Services-Designer-Rev4
A — 18 022403
Sarah Wrede
Submitted By
City of Fayetteville
Staff Review Form
City Council Agenda Items
or
Contracts
7 -Aug -07
City Council Meeting Date
Wastewater System Impry Project
Division
Action Required:
X-65
17/07
/`t
6205 y �
�Q'} t41 1 __r ),
Engr and Water/Wastewater
Department
Approval of a contract to GeoSyntec Consultants in the amount of $199,883.00 to develop a Nutrient Reduction Plar
for the City in accordance with the Beaver Water District agreement, WSIP Subproject BWD-1, RFP 06-17.
$199,883.00
Cost of this request
4520-9520-5314.00
Account Number
02133-0316
Project Number
Budgeted Item
XX
99,013,095
Category / Project Budget
76,213,235
Funds Used to Date
22,799,860
Remaining Balance
Budget Adjustment Attached
Wastewater System Imp Project
Program Category / Project Name
Water and Wastewater
Program / Project Category Name
Water/Sewer
Fund Name
Departm
Director
31
Date
City Attorn
L 7.- 2067
Finance and` Internal Service Director
Mayor
Date
7434
Date
Previous Ordinance or Resolution #
Original Contract Date:
Original Contract Number:
59-06
N/A
N/A
Received in Mayor's Office
Comments: