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HomeMy WebLinkAbout86-08 RESOLUTIONRESOLUTION NO. 86-08 A RESOLU F1ON APPROVING A CONTRACT WITH R. W. BECK, INC. IN TI IE AMOUNT OF $110,700.00 1'O CONDUCT A RECYCLING STUDY FOR THE CITY OF FAYETIEVILLE; AND APPROVING A I3UDGET ADJUSTMENT IN TI IF. AMOUNT OF 510,700.00. 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 approves a contract with R. W. Beck, Inc. in the amount of $110,700.00 to conduct a recycling study for the City of Fayetteville. A cope of the contract, marked Exhibit A, is attached hereto and made a part hereof. Section 2. lhat the City Council of the City of Fayetteville, Arkansas hereby approves a budget adjustment in the amount in 510,700.00. PASSED and APPROVED this 15th day cif April, 2008. APPROVED: By /t -L ke_7 DAN COODY, Mayor A1'1hSl: B) 1 SONDRA E. SMITH, City Clerk/ treasurer ;I \ ,., • •• IA.' ,` `` 1 Vf •; p 1.• •` Y - tLAYEllEVI is ; 1 :ajOftL. lll .•eb,���l u..•H�lJ PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is dated March 2008. by and between R. V1. Beck. Inc. with offices at 5806 Mesa Drive, Suite 310, Austin. Texas, 78731 and City of Fayetteville with offices a: 113 West Mountain Street, Fayetteville. Arkansas. 72701. NOW, THEREFORE in consideration of the promises herein and for other good and valuable consideration, the paries agree as follows: 1. Scope of Services: R.W. Beck, Inc. and City of Fayetteville agree R.W. Beck. Inc. will perform services as described in the Scope of Services attached as Exhibit A in accordance with the schedule se: forth therein. 2. Independent Contractor: R.W. Beck, Inc. is an independent contractor and is not an employee of City of Fayetteville. Services performed by R.W. Beck. Inc. under this Agreement are solely for the benefit of City of Fayetteville. Nothing contained in this Agreement creates any duties on the part of R.W. Beck. Inc. toward any person not a party to this Agreement. 3. Standard of Care: R.W. Beck, Inc. will perform sen ices under this Agreement with the deglec of skill and diligence normally practiced by professional engine„ rs or R.W. Beck, Inc.'s performing the same or similar services. No other warranty or guarantee, expressed or implied, is made with respect to the seniors furnished under this Agreement and all implied warranties are disclaimed. 4. Changes/Amendments: This Agreement and its exhibits constitute the entire agreement betw ccn the Parties and together with its exhibits supersede any prior written or oral agreements. This Agreement may not he changed except by written amendment signed by both Parties. The estimate of the leve] of effort, schedule and payment required to complete the Scope of Services, as R.W. Beck, Inc. understands it, is reflected herein. Sen ices not expressly set forth in this Agreement or its exhibits are excluded. R.W. Beck. Inc. shall promptly notify City of Fayetteville if changes to the Scope of Services affect the schedule, level of effort or payment to R.W. Beck, inc. and the schedule and payment shall be equitably adjusted. if R.W. Beck. Inc. is delayed in performing its services due to an event beyond its control, including but not limited to fire. flood, earthquake. explosion. strike. transportation or equipment delays, act of war, or act of God. then the schedule or payment under the Agreement shall he equitably adjusted, if necessary, to compensate R.W. Beck. Inc. for any additional costs due to the delay. 5 Fee for Services: The fee for the senvices under this Agreement will be bascd on a fixed fee of S110, 700.00 U.S. dollars for the Scope of Services outlined in this A-eement. R W Bea PSA rr r, ft AER PROFESSIONAL SERVICES AGREEMENT 6. Payment: City of Fayetteville shall pay R.W. Beck, Inc. for services furnished under this Agreement based upon monthly invoices which estimate the proportion of the services completed. ('ity of Fayetteville shall pay R.W. Beck, Inc. in U.S. dollars within thirty (30) days of receipt of invoices less any disputed amounts. If City of Fayetteville disputes any portion of the invoice, the undisputed portion will be paid and R.W. Beck. Inc. will be notified in writing, within ten (10) days of receipt of the invoice of the exceptions taken. R.W. Beck, Inc. and City of Fayetteville will a•tempt to resolve the payment dispute within sixty (60) days or the matter may be submitted to arbitration as provided below. Additional charges for interest shall become due and payable at a rate of ore and one-half percent (1-112%) per month (or the maximum percentage allowed by law. whichever is lower) on the unpaid. undisputed invoiced amounts. Any interest charges due from City of Fayetteville on past due invoices are outside any amounts otherwise due under this Agreement. If City of Fayetteville fails to pay undisputed invoiced amounts within sixty (60) days after delivery of invoice. R.W. Beck, Inc., at its sole discretion, may suspend services hereunder or may initiate collections proceedings, Including mandatory binding arbitration. without incurring any liability or waiving any right established hereunder or by law. 7. Reperformance of Services: if City of Fayetteville believes any of the services provided under this Agreement do not comply with the terms of this Agreement, City of Fayetteville shall promptly notify R.W. Beck. Inc. to permit R.W. Reck, Inc. an opportunity to investigate. If the services do not meet the applicable standard of care, it will promptly reperform the services at no additional cost to City of Fayetteville, including assisting City of Fayetteville in selecting remedial actions. If City of Fayetteville fails to provide R.W. Beck, Inc. with prompt notice of non-compliance and an opportunity to investigate and reperform its services, R.W. Beck, Inc.'s total obligation to City of Fayetteville will be limited to the costs R.W. Beck, Inc. would have incurred to reperform the services. 8. insurance: R.W. Beck, Inc. shall maintain insurance with the following required coverages and limits and upon request, will provide insurance certificates to City of Fayetteville: Worker's Compensation Statutory Employer's Liability U.S. S1,000,000 Commercial General U.S. S1,000,000 per occurrence Liability Commercial Auto Liability Professional Liability L.S. 51,000,000 aggregate. U.S. S1,000,000 combined single limit C.S. 51,000.000 per claim and in the aggregate 9. Work Product City of Fayetteville shall have the unrestricted right to use the documents, analyses and other data prepared by R.W. Beck. Inc. under this Agreement ('Work Products'); provided, however City of Fayetteville shall not rely on or use the R V Beck PSA 2cf 6 PROFESSIONAL SERVICES AGREEMENT Work Products for any pi.rpose other than the purposes under this Agreement and the Work Products shall not be changed without the prior written approval of R.W. Beck, Inc.. If City of Fayetteville releases the Work Products to a third party without R.W. Beck, Inc.'s prior written consent. or changes or uses the Work Products other than as intended hereunder, (a) City of Fayetteville does so at its sole risk and discretion, (b) R.W. Beck. Inc shall not he liable for any claims or damages resulting from the change or use or connected with the release or any third party's use of the Work Products. 10. Limitation of Liability: No employee of R.W. Beck, Inc. shall have individual liability to ('ity of Fayetteville. To the extent permitted by law. the total aggregate liability of R.W. Beck, Inc., its officers. directors, shareholders. employees and suhconsultants for any and all claims arising out of this Agreement, including attorneys fees, and whether caused by negligence. errors, omissions, strict liability, breach of contract or contribution, RA'v'. Beck, Inc.'s for any and all claims arising out of this Agreement. including attorneys' fees. and whether caused by negligence, errors. omissions, stnct liability, breach of contract or contribution shall not exceed the revenue received by R.W. Beck, Inc. under this Agreement or one hundred fifty thousand dollars (U.S. S150,000.00), whichever is greater. 11. No Consequential Damages: In no event and under no circumstances shall R.W. Beck, Inc. be liable to City of Fayettevale for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operation or construction, loss by reason of shutdown or non -operation due to late completion or otherwise or for any other economic, consequential, indirect or special damages. 12. Information Provided by Others: City of Fayetteville shall provide to R W. Beck. Inc. in a t:mcly manner any information R.W. Beck. Inc. indicates is needed to perform the services hereunder. R.W. Beck, Inc. may rely on the accuracy of information provided by City of Fayetteville and its representatives. 13. Opinions of Cost: R.W. Beck. Inc. docs not control the cost of labor, materials, equipment or services furnished by others. nor does it control pricing factors used by others to accommodate inflation, competitive bidding or market conditions. R.W. Beck. inc. estimates of operation expenses or construction costs represent its hest judgment as an experienced and qualified professional and are not a guarantee of cost. This section does not apply to the cos: of R W. Beck, Inc. performing the Scope of Services. 14. Safety and Security: R.W. Beck, Inc. has established and maintains programs and procedures for the safety of its employees. Ilnless specifically included as a service to he provided under this Agreement. R.W. Beck, Inc. specifically disclaims any authority or responsibility for job site safety and safety of persons other than R.W. Beck, Inc.'s employees. R.W. Beck, Inc. shall not provide any such services and disclaims any responsibility under this Agreement related to site secunty or the assessment, evaluation, revic' . testing. maintenance, operation or safety practiccs or procedures related to security. R W Bryk FSA 1 rf PROFESSIONAL SERVICES AGREEMENT 15. Termination: Either party may terminate this Agreement upon thirty (30) days prior ' ritten notice to the other party. City of Fayetteville shall pay R.W. Beck, Inc. for all services rendered to the date of termination plus reasonable expenses for winding down the services. If either party defaults in tts obligations hereunder. the non -defaulting party, alter giving seven (71 days written notice of its intention to terminate or suspend performance under this Agreement, may. if cure of the default is not commenced and diligently continued. terminate this Agreement or suspend performance under this Agreement. 16. Dispute Resolution: R.W. Beck. Inc. and City of Fayetteville shall attempt to resolve conflicts or disputes under this Agreement in a fair and reasonable manner and agree that if resolution cannot be made to attempt to mediate the conflict by a professional mediator 17. Non Exclusivity of Services: R.W. Beck, Inc. may perform for other clients similar or identical services to those services contemplated under this Agreement, subject to applicable confidentiality and ethical obligations of R.W. Beck. Inc. In the event City of Fayetteville desires any level of exclusivity or other limitations on R.W. Beck, Inc.'s services to its other clients. City of Fayetteville and R.W. Beck, Inc. shall confer regarding the scope of requested exclusivity or other limitations and the additional compensation to be paid to R.W. Beck, Inc. for the requested exclusivity or other limitations on providing services to other clients. Any agreed exclusivity or other limitations on providing similar or identical services shall be confirmed in writing signed by both parties and shall expressly state such provision shall supersede this Section 17. No fiduciary or agency obligations shall he created as a result of any exclusivity obligations or other limitations on R.W. Beck. Inc.'s services to other clients. 18. Miscellaneous: This Agreement is binding upon and will inure to the benefit of City of Fayetteville and R.W. Beck, Inc. and their respective successors and assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party. Any notice required or permitted by this Agreement to be given shall he deemed to have been duly given if in writing and delivered personally or five (5) days after ma:ling by first-class, registered. or certified mail, return receipt requested. postage prepaid and addressed as follows: City of Fayetteville: City of Fayetteville Attention: Mayor Dan Coody Address: 113 W. Mountain St. Fayetteville, AR 72701 R.W. Beck, Inc.: R. W. Beck, Inc. Attention: Scott Pasternak, Senior Director Address: 5806 Mesa Drive, Suite 310 Austin. 'texas 78731 R w at:k PSA aof n - -- PROFESSIONAL SERVICES AGREEMENT With a copy to: l.in Ross (which will not he considered notice) 1001 Fourth Avenue Suite 2500 Seattle, Washington 98154-1004 City of Fayetteville expressly agrees that all provisions of the A&ccmcnt, including the clause limiting the liability of R.W. Beck, Inc.. were mutually negotiated and that but for the inclusion of the limitation of liability clause in the Agreement, R.W. Beck, Inc.'s compensation for services would otherwise be greater and or R.W. Beck, Inc. would not have entered into the Agreement. If any provision of this Agreement is im•alid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the provision declared invalid or unenforceable shall continue as to other circumstances. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arkansas. In any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover, as part of its judgment, reasonable attorneys' fees and costs from the other party. Notwithstanding any statute to the contrary. the Parties agree that any action to enforce or interpret this Agreement shall be initiated within two (2) years from the time the party knew or should have known of the fact giving rise to its action, and shall not in any case be initiated later than six (6) years after R.W. Beck. Inc. completes its Scope of Services under this Agreement. Freedom of information Act: City of Fayetteville contracts and documents prepared while performing city contractual Nl ork are subjcct to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville, R.W. Beck, Inc. 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. §25-19-1O1 et. seq). Only legally authorized photo copying costs pursuant to the FOIA may be assessed for this compliance. R N Ned NA 'v h PROFESSIONAL SERVICES AGREEMENT IN ITN ESS %•HEREOF the Paries hal c signed this Agreement the date first written above. CITY OF FAYETTEVILLE By DAN COODY, Mayor Attest: ( By:IfL 6 tisk Sondra ,. mith. City Cierk.Treasurer ,,,, u, n,, n,,, ,,,, t2Yv 1 R ,,, UadietF :FAYFTTFVIIIF• ;ys•gRr;AN1: JS. , By: R. W. BECK, INC. SCOTT PASTER.NAK, Senior Director Witness: E. Sines, Finitisa + Ad i1iSocloR Printed name & Tide H \'." Rcck PtiA v .il 6 City of Fayetteville, Arkansas Budget Adjustment Form Budget Year 2007 Department Division: Program: Operations Solid Wasle & Recycling Recycling Date Requested 4/15/2008 Adjustment Number Project or ]tem Added/Increased: $10.700.00 is requested in the Solid Waste Improvements account. Project or Item Deleted/Reduced: Reduce the Building and Grounds Maintenance account $10,700.00. Justification of this Increase Additional funds are needed to provide a Recycling Study for the City of Fayetteville. Justification of this Decrease: The Building and Grounds Maintenance account can be reduced because some projects have been completed. Account Name Solid Waste improvements Account Name Building & grounds maint Increase Expense Budget (Decrease Revenue Budget) Account Number Amount Project Number 5500 5060 5816 00 10,700 07015 1 Decrease Expense Budget (Increase Revenue Budget) Account Number Amount 5500 5000 5400 00 10,700 Project Number Requested By fdget Manager epartmEnt Director Approval Signatures Dale 3 Date 3,25 se' Date Finance & Int m$1 Services actor cel X Date? llate Mayor Budget Office Use Only Type: A B Posted to General Ledger Posted to Project Accounting Filtered in Category Log Initial Initial Initial F. Date Date Date Brian Pugh Submitted By City of Fayetteville Staff Review Form City Council Agenda Items and Contracts, Leases or Agreements 4)15/2008 City Council Meeting Date Agenda Items Only Solid Waste & Recyc•ing Division Action Required: Operations Department A resolution approving a contract with R.W. Beck in the amount of $110,700.00 to provide a Recycling Study for the City of Fayetteville and approve a budget adjustment in the amount of $10,700. 110.700.00 Cost of this request 5500.5060.5816.00 Account Number 07015 Project Number Budgeted Item 100,000.00 Category r Prosed Budget $ Funds Used to Dale Materials Recovery Facility Study Program Category / Project Name Solid Waste Improvements Program / Project Category Name 100,000.00 Solid Waste Remaining Balance Budget Adjustment Attached x Fund Name MIME 26 Department 'Di ercor City Attorney `PJ Q,_ Finance and Internal Service Director Date Date 3 - z8 -dr Date Ma./c Date Previous Ordinance or Resolution # Original Contract Date' Original Contract Number: Received in City Clerk's Office Received in Mayor's Office Comments: Revised April 16, 2007 City Council Agenda Item To: Mayor and City Council From: Gary Dumas Date: March 26, 2008 Subject: Preprint agenda date and item number inserted by city clerk A resolution approving a contract with R.W. Beck to provide a Recycling Study for the City and approve a budget adjustment in the amount of S 10.700 to complete funding for the study. Recommendation: Staff recommends that a resolution approving a contract with R.W. Beck to provide a recycling study and approve a budget adjustment in the amount of $10,700 to completely fund the study. Background: In the 2007 Solid Waste and Recycling Budget, a C1P (Project 07015 - Material Recovery Facility Study) in the amount of 5100,000 was approved to fund a recycling study for the City. RFP 07-18 was issued in November 2007 to provide the study. A selection committee was established and three vendors were interviewed to provide the study. R.W. Beck was chosen by the selection committee to provide the study. A Scope of Work and contract have been negotiated with City staff and City Attorney's Office. Discussion: Due the growth in the current recycling program, rising program expenses, and desire to expand to more commercial recycling options, City staff has planned and budgeted for a recycling study to focus on several aspects of the recycling program. The study will focus on 1) evaluating the current residential recycling collection and processing system and recommend improvements to lower costs and increase tonnages, 2) evaluate alternative residential recycling collection and process options, 3) explore options to provide effective and economical commercial and Apartment Recycling Services, 4) explore options for a Construction and Demolition recycling program, 5) a review of emerging technologies analysis. This study is multifaceted and will provide a through study to evaluate the recycling program and possible future program expansions upon Council's direction. The study is scheduled to be completed in seven months from the beginning of the study. A final workshop covering two days will be provided by R.W. Beck to review findings. There will also be a final report and presentation to Council upon the completion of the study. The selection committee who interviewed the vendors was comprised of Andrea Foren, Gary Dumas, Brian Pugh, Brenda Thiel, Vicki Deaton and Marsha Farthing. Budget Impact: The Scope of Work presented by R.W. Beck exceeded the project budget by $10,700 to total S110,700 for the complete study. A budget adjustment in the amount of $10,700 is needed in order to completely fund the study. $10,700 will be taken from Building and Grounds Maintenance 5500.5000.5400.00 in order to fund the study. This will not adversely affect the Building and Grounds Maintenance because some projects have already been completed. 1 of 1 3 27 2008 3 51.31 PM RESOLUTION NO. A RESOLUTION APPROVING A CONTRACT WITH R. W. BECK, INC. IN THE AMOUNT OF S110,700.00 TO CONDUCT A RECYCLING STUDY FOR THE CITY OF FAYETTEVILLE; AND APPROVING A BUDGET ADJUSTMENT IN THE AMOUNT 1N $10,700.00. 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 approves a contract with R. W. Beck, Inc. in the amount of $110,700.00 to conduct a recycling study for the City of Fayetteville. A copy of the contract, marked Exhibit A, is attached hereto and made a part hereof. Section 2. That the City Council of the City of Fayetteville, Arkansas hereby approves a budget adjustment in the amount in 510,700.00. PASSED and APPROVED this 15th day of April, 2008. APPROVED: ATTFST: DAN COODY, Mayor By: SONDRA E. SMITH, City Clerk/Treasurer PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is dated March 2008, by and between R. W. Beck, Inc. with offices at 5806 Mesa Drive, Suite 310, Austin, Texas, 78731 and City of Fayetteville with offices at 113 West Mountain Street, Fayetteville, Arkansas, 72701. NOW, THEREFORE in consideration of the promises herein and for other good and valuable consideration, the parties agree as follows: 1. Scope of Services: R.W. Beck, Inc. and City of Fayetteville agree R.W. Beck, Inc. will perform services as described in the Scope of Services attached as Exhibit A in accordance with the schedule set forth therein. 2. Independent Contractor: R.W. Beck, Inc. is an independent contractor and is not an employee of City of Fayetteville. Services performed by R.W. Beck, Inc. under this Agreement are solely for the benefit of City of Fayetteville. Nothing contained in this Agreement creates any duties on the part of R.W. Beck, Inc. toward any person not a party to this Agreement. 3. Standard of Care: R.W. Beck, Inc. will perform services under this Agreement with the degree of skill and diligence normally practiced by professional engineers or R.W. Beck, Inc.'s performing the same or similar services. No ether warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. 4. Changes/Amendments: This Agreement and its exhibits constitute the entire agreement between the Parties and together with its exhibits supersede any prior written or oral agreements. This Agreement may not be changed except by written amendment signed by both Parties. The estimate of the level of effort, schedule and payment required to complete the Scope of Services, as R.W. Beck, Inc. understands it, is reflected herein. Services not expressly set forth in this Agreement or its exhibits are excluded. R.W. Beck, Inc. shall promptly notify City of Fayetteville if changes to the Scope of Services affect the schedule, level of effort or payment to R.W. Beck, Inc. and the schedule and payment shall be equitably adjusted. If R.W. Beck, Inc. is delayed in performing its services due to an event beyond its control, including but not limited to fire, flood, earthquake, explosion, strike, transportation o: equipment delays, act of war, or act of God, then the schedule or payment under the Agreement shall be equitably adjusted, if necessary, to compensate R.W. Beck, Inc. for any additional costs due to the delay. 5. Fee for Services: The fee for the services under this Agreement will be based on a fixed fee of $110, 700.00 U.S. dollars for the Scope of Services outlined in this Agreement. R. W Beck PSA I of 6 Inv Jim PROFESSIONAL SERVICES AGREEMENT 6. Payment: City of Fayetteville shall pay R.W. Beck, Inc. for services furnished under this Agreement based upon monthly invoices which estimate the proportion of the services completed. City of Fayetteville shall pay R.W. Beck, Inc. in U.S. dollars within thirty (30) days of receipt of invoices less any disputed amounts. If City of Fayetteville disputes any portion of the invoice, the undisputed portion will be paid and R.W. Beck, Inc. will be notified in writing, within ten (10) days of receipt of the invoice of the exceptions taken. R.W. Beck, Inc. and City of Fayetteville will attempt to resolve the payment dispute within sixty (60) days or the matter may be submitted to arbitration as provided below. Additional charges for interest shall become due and payable at a rate of one and ore -half percent (1-1/2%) per month (or the maximum percentage allowed by law, whichever is lower) on the unpaid, undisputed invoiced amounts. Any interest charges due from City of Fayetteville on past due invoices are outside any amounts otherwise due under this Agreement. If City of Fayetteville fails to pay undisputed invoiced amounts within sixty (60) days after delivery of invoice, R.W. Beck, Inc., at its sole discretion, may suspend services hereunder or may initiate co:lections proceedings, including mandatory binding arbitration, without incurring any liability or waiving any right established hereunder or by law. 7. Reperformance of Services: If City of Fayetteville believes any of the services provided under this Agreement do not comply with the terms of this Agreement, City of Fayetteville shall promptly notify R.W. Beck, Inc. to permit R.W. Beck, Inc. an opportunity to investigate. If the services do not meet the applicable standard of care, it will promptly reperform the services at no additional cost to City of Fayetteville, including assisting City of Fayetteville in selecting remedial actions. if City of Fayetteville fails to provide R.W. Beck, Inc. with prompt notice of non-compliance and an opportunity to investigate and reperform its services, R.W. Beck, Inc.'s total obligation to City of Fayetteville will be limited to the costs R.W. Beck, Inc. would have incurred to reperform the services. 8. Insurance: R.W. Beck, Inc. shall maintain insurance with the following required coverages and limits and upon request, will provide insurance certificates to City of Fayetteville: Worker's Compensation Employer's Liability Commercial General Liability Commercial Auto Liability Professional Liability Statutory U.S. $1,000,000 U.S. $1,000,000 per occurrence U.S. $1,000,000 aggregate U.S. $1,000,000 combined single limit L.S. S1,000,000 per claim and in the aggregate 9. Work Product: City of Fayetteville shall have the unrestricted right to use the documents, analyses and other data prepared by R.W. Beck, Inc. under this Agreement (Work Products'); provided, however City of Fayetteville shall not rely on or use the R. W. Beck PSA 2 of 6 PROFESSIONAL SERVICES AGREEMENT Work Products for any purpose other than the purposes under this Agreement and the Work Products shall not be changed without the prior written approval of R.W. Beck, Inc.. If City of Fayetteville releases the Work Products to a third party without R.W. Beck, Inc.'s prior written consent, or changes or uses the Work Products other than as intended hereunder, (a) City of Fayetteville does so at its sole risk and discretion, (b) R.W. Beck, Inc. shah not be liable for any claims or damages resulting from the change or use or connected with the release or any third party's use of the Work Products. 10. Limitation of Liability: No employee of R.W. Beck, Inc. shall have individual liability to City of Fayetteville. To the extent permitted by law, the total aggregate liability of R.W. Beck, Inc., its officers, directors, shareholders, employees and subconsultants for any and all claims arising out of this Agreement, including attorneys fees, and whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, R.W. Beck, Inc.'s for any and all claims arising out of this Agreement, including attorneys' fees, and whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution shall not exceed the revenue received by R.W. Beck, Irc. under this Agreement or one hundred fifty thousand dollars (U.S. $150,000.00), whichever is greater. 11. No Consequential Damages: In no event and under no circumstances shall R.W. Beck, Inc. be liable to City of Fayetteville for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operation or construction, loss by reason of shutdown or non -operation due to late completion or otherwise or for any other economic, consequential, indirect or special damages. 12. Information Provided by Others: City of Fayetteville shall provide to R.W. Beck, Inc. in a timely manner any information RW. Beck, lnc. indicates is needed to perform the services hereunder. R.W. Beck, Inc. may rely on the accuracy of information provided by City of Fayetteville and its representatives. 13. Opinions of Cost: R.W. Beck, Inc. does not control the cost of labor, materials, equipment or services furnished by others, nor docs it control pricing factors used by others to accommodate inflation, competitive bidding or market conditions. R.W. Beck, Inc. estimates of operation expenses or construction costs represent its best judgment as an experienced and qualified professional and are not a guarantee of cost. This section does not apply to the cost of R.W. Beck, Inc. performing the Scope of Services. 14. Safety and Security: R.W. Beck, Inc. has established and maintains programs and procedures for the safety of its employees. Unless specifically included as a service to be provided under this Agreement, R.W. Beck, Inc. specifically disclaims any authority or responsibility for job site safety and safety of persons other than R.W. Beck, Inc.'s employees. R.W. Beck, Inc. shall not provide any such services and disclaims any responsibility under this Agreement related to site security or the assessment, evaluation, review. testing, maintenance, operation or safety practices or procedures related to security. R. W neck VSA 3 of 6 PROFESSIONAL SERVICES AGREEMENT 15. Termination: Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. City of Fayetteville shall pay R.W. Beck, Inc. for all services rendered to the date of termination plus reasonable expenses for winding down the services. If either party defaults in its obligations hereunder, the non -defaulting party, after giving seven (7) days written noticc of its intention to terminate or suspend performance under this Agreement, may, if cure of the default is not commenced and di:igently continued, terminate this Agreement or suspend performance under this Agreement. 16. Dispute Resolution: R.W. Beck, Inc. and City of Fayetteville shall attempt to resolve conflicts or disputes under this Agreement in a fair and reasonable manner and agree that if resolution cannot be made to attempt to mediate the conflict by a professional mediator. 17. Non Exclusivity of Services: R.W. Beck, Inc. may perform for other clients similar or identical services to those services contemplated under this Agreement, subject to applicable confidentiality and ethical obligations of R.W. Beck, Inc In the event City of Fayetteville desires any level of exclusivity or other limitations on R.W. Beck, Inc.'s services to its other clients, City of Fayetteville and R.W. Beck, Inc shall confer regarding the scope of requested exclusivity or other limitations and the additional compensation to be paid to R.W. Beck, Inc. for the requested exclusivity or other limitations on providing services to other clients. Any agreed exclusivity or other limitations on providing similar or identical services shall be confirmed in writing signed by both parties and shall expressly state such provision shall supersede this Section 17. No fiduciary or agency obligations shall be created as a result of any exclusivity obligations or other limitations on R.W. Beck, Inc.'s services to other clients. 18. Miscellaneous: This Agreement is binding upon and will inure to the benefit of City of Fayetteville and R.W. Beck, Inc. and their respective successors and assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party. Any notice required or permitted by this Agreement to be given shall be deemed to have been duly given if in writing and delivered personally or five (5) days after mailing by first-class, registered, or certified mail, return receipt requested, postage prepaid and addressed as follows: City of Fayetteville: City of Fayetteville Attention: Mayor Dan Coody Address: 113 W. Mountain St, Fayetteville, AR 72701 R.W. Beck, Inc.: R. W. Beck, Inc. Attention: Scott Pasternak, Senior Director Address. 5806 Mesa Drive, Suite 310 Austin, Texas 78731 R W. Beck PSA 4 of 6 PROFESSIONAL SERVICES AGREEMENT With a copy to: Lin Ross (which will not he considered notice) 1001 Fourth Avenue Suite 2500 Seattle, Washington 98:54-1004 City of Fayetteville expressly agrees that all provisions of the Agreement, including the clause limiting the liability of R.W. Beck, Inc., were mutually negotiated and that but for the inclusion of the limitation of liability clause in the Agreement, R.W. Beck, Inc.'s compensation for services would otherwise be greater and/or R.W. Beck, Inc. would not have entered into the Agreement. If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the provision declared invalid or unenforceable shall continue as to other circumstances. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arkansas In any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover, as part of its judgment, reasonab;e attorneys' fees and costs from the other party. Notwithstanding any statute to the contrary, the Parties agree that any action to enforce or interpret this Agreement shall be initiated within two (2) years from the time the party knew or should have known of the fact giving rise to its action, and shall not in any case be initiated later than six (6) years after R.W. Beck, Lnc. completes its Scope of Services under this Agreement. Freedom of Information Act: City of Fayetteville contracts and documents prepared while performing city contractual work are subject to the Arkansas Freedom of Infornation Act. If a Freedom of Information Act request is presented to the City of Fayetteville, R.W. Beck, Inc. will do everything possible to provide the documents 111 a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. §25-19-101 el. seq). Only legally authorized photo copying costs pursuant to the FOIA may be assessed for this compliance. R. W Beck PSA 5 of 6 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the Parties have signed this Agreement the date first written above. CITY OF FAYETTEVILLE R. W. BECK, INC. By: By: grit DAN COODY, Mayor SCOTT PASTERNAK, Senior Director Witness: Attest: By: By: Sondra E. Smith, City Clerkareasurer E. Soles, Fnariatti AdruiV11.51RMOR Printed name & Title R. W. Beck PSA 6of 6 SECTION 4 SCOPE OF WORK & SCHEDULE Scope of Work The following task descriptions present R. W Beck's Scope of Work to complete a Recycling Program Study for the City of Fayetteville (City). Project Initiation and Management Initial Data Request and Review Following receipt of the Notice to Proceed. R. W. Beck will provide the City with a detailed preliminary data request that will encompass data needs for completing the study. The data request will itemize our needs for understanding the operational and financial considerations that must be addressed. The RFI will primarily focus on data related to the City's on-going recycling programs and other solid waste programs. This task also includes organization and preliminary analysis of all data received R W Beck would mention that we have already received some benchmarking data from the City. Establish a Project Task Force Compktion of a Recycling Program Study requires input from multiple staff within the City. In order lo get the best information possible and increase buy -in for the outcomes of this project, we recommend that the City establish a Project Task Force (P.rF) to participate throughout the process. The PTF would ideally include 6 - g key representatives from diverse roles and levels of responsibility within the City. Based on expenencc applying this approach with other cities, it is our general recommendation that participants include: • Solid Waste andior Public Works Director • Recycling Manager • Financial Managers (Auditor or Finance Director) • 1 2 City Council Aldermen (or their designee) The PTF would participate in the kick-off meeting. help facilitate data collection, provide feedback or. preliminary findings, and provide support to our Project Team throughout the project. By involving a variety of individuals with a wide range of skills and responsibiht:es, a complete picture of the solid waste system can be developed more quickly. The diverse experience and concerns of the participants will help identify problem areas and contribute meaningful input to the solutions Full participation from the PTF members should also be expected to increase buy -in and would speed implementation of the project findings. Kick-off Meeting and Project Management Prior to commencing the study, members of the Project Team would conduct a kick-off meeting with key City staff. At this kick-off meeting we would discuss the project work pian, key issues to be addressed, key findings from previous engagements as well as confirm the timing associated with the various project tasks. Fayettev I e Scoot updated schedule ural Coc SECT ON T4T We would discuss our initial data request (as previously described) that w e would have provided to the City staff 7 to 14 days prior to the kick-off meeting. We expect the kick-off meeting to be attended by two R. W. Beck professionals and last no longer than four hours. R. W. Beck will provide the agenda and any handout materials at least two days in advance. During the meeting. we will aiso identify primary contacts for our Project Team and the City and establish protocol for the exchange of information and the resolution of issues that ansc in the normal course of this engagement To ensure effective communication between Project Team members and the City throughout the course of this project, is is proposed that R. W. Beck will: • Schedule and participate in period c conference calls as needed to discuss project matters (as identified in the specific tasks of this scope of work) • Be available for other communication(s) as needed It is R W. Beck's understanding that the City's Waste Reduction Coordinator will be the primary contact for the study. We will channel our communication through this person, recognizing that there will be a need to limit interaction with other staff so not to interfere with their responsibilities. There will, however. be a need for some communication with other staff, and these requests will be coordinated with the City's Waste Reduction Coordinator. Additional Data Request The kick-off meeting will help identify and develop consensus about those project issues or practices that need further analysis as part of this project. Based on the feedback received at the kick-off meeting, we anticipate the issuance of a secondary data request to supplement the preliminary data request. The secondary data request would be sent along with a meeting summary packet, and would include an index of data in the preliminary and secondary data requests. We recognize that the City may not have all information requested readily available or may track information differently than requested. We will work with the appointed Project Manager to arrive at reasonable substitutes for the key data, if needed. Project Initiation and Management Deliverables The deliverables from the Project Initiation and Management will include: • Preliminary data request • Electronic copies of the kick-off meeting agenda, handouts, and follow-up summary • Participation of R. W. Beck Project Manager and key technical staff in kick-off meeting • Secondary data request Task 1 - Evaluate Current Residential Recycling Collection and Processing System R. W Beck will evaluate the City's current residential recycling collection and processing system. In conduct:ng this evaluation, we will focus on understanding the cost structure and recommending improvements that would result in lower program costs and increased recycling tonnages Our review will also evaluate the current system as well as the account for anticipated growth over the next 5. 10 and 20 years Issues to be addressed during the rev icy; of the residential recycling collection and processing system Include, but are not lim:ted to, the following: 41-2 rayenev e Sane updated sv,eda!e hna doe SCORE OF WORK & SCHEDULE Collection Issues • Collection efficiency (e g., number of houses collected per route) • Participation rate • Set -out rate • Recycling quantities • Routing process • On -route collection practices • Non -collection time (travel, down time, breaks, etc ) • Configuration of equipment • Staffing, including use of overtime and temporary personnel • Safety practices • Policies and procedures • Vehicle inspection, maintenance and replacement • Public education • Ordinances • Other issues as identified Processing Issues • Staffing • Facility and equipment • Materials flow • Contamination • End markets • Processing rates and throughputs • Equipment downtime impacts • Sorting station productivity and utilization rates and staffing levels • Baling equipment capacity and optimization • Assessment of incoming material to allow idemification of contamination problems, compaction levels, etc • Other issues as identified Subtask 1A Field Observations and Analysis Although the information provided by the City in response to the data request will go a long way towards framing the issues, we believe that on-site observations of the City's collection and processing operating practices arc critical to understanding this system Field observations a11ou us to obtain a true feel for the challenges faced, productivity levels achieved. successes, and areas needing improvement As part of this Task, R. W. Beck will perform field obseratiors at the processing facility and for collection R W Berk. Inc 4T-3