HomeMy WebLinkAboutC79-35 Franklin Associates for Resource Recovery Feasibility Studyw. q
CONTRACT BETWEEN
THE COUNTY OF EAGLE (COLORADO)
AND
FRANKLIN ASSOCIATES, LTD.
FOR
RESOURCE RECOVERY FEASIBILITY STUDY
THIS CONTRACT, made and entered into this 5 1�- day of December, 1979,
by and between the COUNTY OF EAGLE, STATE OF COLORADO, a body cor-
porate and politic, by and through its Board of County Commissioners,
hereinafter referred to as the "Board" and FRANKLIN ASSOCIATES, LTD.,
hereinafter referred to as "FAL."
WHEREAS, the Board has the legal authority pursuant to Sections 30-
11-101 and 30-11-103 C.R.S. 1973, as amended, to enter into agreements
in relation to the property and concerns necessary to the exercise of
the County's corporate or administrative powers; and
WHEREAS, the Board desires to enter into an agreement with a consulting
firm to conduct a Phase I resource recovery feasibility study which is
partially funded by an Urban Policy Grant from the U. S. Environmental
Protection Agency, as directed under the President's Urban Policy
issued on March 27, 1978, to carry out a program of financial assistance
to urban areas for solid waste resource recovery project planning and
feasibility analysis, authorized under Section 4008 (a)(2) of the
Resource Conservation and Recovery Act of 1976. Said feasibility study
is Phase I of a possible three-phase project, as outlined below.
Phase I feasibility study is to determine the economic feasibility of a
resource recovery facility to dispose of municipal solid waste from
the Gore and Eagle River valleys, wood by-products from a sawmill in
Eagle, and construction wastes, with potential recovery of energy and/
or materials, dependent upon available markets for said energy and/or
materials. If, after review of consultant's data compiled during the
Phase I feasibility study, the Board resolves to proceed with said
three-phase project, funding for Phase II, Procurement Planning, and
Phase III, Procurement, will be applied for; and
WHEREAS, after publication of the Request for Qualifications (RFQ) and
subsequent issuance of the Request for Proposal (RFP) to qualified
applicants as prescribed by law and by 40 CFR, PART 33, Minimum Standards
for Procurement Under EPA Grants, and review of said proposals, the
Board desires to enter into an agreement with FAL for said study.
NOW, THEREFORE, for and in consideration of the mutual covenants,
conditions, and promises contained herein, the parties hereby agree
that:
SECTION ONE
GENERAL TERMS AND CONDITIONS
(a) The Board and FAL agree that the following provisions shall apply
to the work to be performed under this contract and that such provisions
shall supersede any conflicting provisions of this contract.
(b) This contract is funded in part by a grant from the U. S. Environ-
mental Protection Agency. Neither the United States nor any of its
departments, agencies or employees is a party to this contract. This
contract is subject to regulations contained in 40 CFR Part 33 in
effect on the date of execution of this contract.
(c) The rights and remedies of the Board provided for in these clauses
are in addition to any other rights and remedies provided by law or
under this contract.
(d) This contract shall be governed by the laws of the State of
Colorado and/or applicable laws of the United States.
(e) This contract and Exhibit 1 entitled "Request for Proposal" and
Exhibit 2 entitled "Proposal prepared by Franklin Associates, Ltd.,"
as submitted to Eagle County on 29 October 1979, comprise the entire
contract between the Board and FAL, and said Exhibits 1 and 2 are
annexed hereto and incorporated herein by reference and are as fully
a part of this contract as if fully set forth herein.
(f) This contract supersedes all negotiations, conversations or
discussions heretofore had between the parties related to this contract.
This contract shall not be deemed or construed to be modified, amended,
rescinded, cancelled or waived, in whole or in part, except by written
amendment signed by the parties hereto.
(g) FAL will submit monthly progress reports at the time monthly bills
are submitted, working papers and executive summaries at the conclusion
of the tasks, a draft final report and a final report at the conclusion
of the project, according to the schedule in SECTION THREE, COMPLETION
STAGES. These reports become the property of the Board and may be
used in preparing applications for funding of Phases II and III of
said project.
(h) The Board understands that FAL does not undertake research to
endorse products or services and agrees not to use FAL's name for
,4 V
advertising, sales promotion or publicity purposes without the
written approval of FAL's President. Also, if the Board intends
to distribute any FAL project report outside its own organization,
the report shall be used in its entirety unless a summary or
abridgment has been first approved in writing by FAL.
SECTION TWO
SCOPE OF WORK
FAL shall in the scope of their work perform the tasks as outlined
in the Request for Proposal (Exhibit 1) and in FAL's proposal
(Exhibit 2).
SECTION THREE
COMPLETION STAGES
FAL shall submit a Working Paper and Executive Summary of said
Working Paper at the completion of Tasks 2, 3, 4, and 5 of the
Statement of Work in Exhibit 1 and Detailed Scope of Services in
Exhibit 2, according to the schedule below. Draft final report
and final report are due no later than the dates indicated below,
unless a different date is mutually agreeable in writing to FAL
and the Board.
Task 2
Task 4
Task 5
Task 3
Task 6
Draft Final Report
Final Report
March
15,
1980
April
15,
1980
May
1,
1980
June
1,
1980
June
15,
1980
June
15,
1980
July
15,
1980
SECTION FOUR
DUTIES OF COUNTY
The County of Eagle by and through its Board and its various agencies
and departments shall provide to FAL the following information, facili-
ties and equipment and shall provide the following duties in the
preparation of the respective study by FAL:
1. Provide a suitable base map of the study area;
2. Provide population growth scenario, including population
estimates by development areas in accordance with the Master
Plan of the County of Eagle, State of Colorado, and guidelines
thereto based on a ten-year period;
3. Provide copies of existing information in the County's
possession concerning solid waste disposal;
(7)
4. Provide continual guidance and evaluation of the progress
of the study and assist FAL in field work and in deter-
mining the format of the final report;
5. Provide work space within the Environmental Health office,
with free local phone service, including toll-free lines
to Vail.
SECTION FIVE
COMPENSATION
The total fee to be charged by FAL for the performance of this
contract shall not exceed $37,487, as outlined in FAL's proposal
(Exhibit 2).
SECTION SIX
COMPENSATION SCHEDULE
(a) FAL shall be compensated on a monthly basis. Each request
for payment shall itemize the direct labor costs, labor fringe
-Vp
benefits @ 30.49% of direct labor costs, overhead @-70% of Cbl
labor costs, out -of -,pocket expenses, travel expenses, and fee
@ 7.5% of 44ec*A-a-bo-r-- costs, excluding cost of services by Battelle ' ' �•
and Paine Webber, as outlined on p. 69, "Costs by Tasks," of
Exhibit 2, FAL proposal. Each request for payment shall be accom-
panied by, or preceded by, a monthly progress report. The final
10% of payment of not more than $3,748.70 will be withheld until
completion of the study.
(b) Said fees hereinabove are only a maximum amount and do not
represent a commitment or guarantee on the part of the Board
to pay such amount unless monthly bills submitted substantiate said
maximum amount, as provided for in paragraph (a) above. All
payments for work done herein are contingent upon satisfactory
progress of the work and the work itself being satisfactory to
the Board. Payment on approved invoices will be made within
20 days of approval and not later than 30 days after submission,
subject to substantiation as outlined above.
SECTION SEVEN
PERSONNEL
FAL represents that it has, or will secure at its own expense, all
personnel required in performing the duties under this contract.
Such personnel shall not be employees of nor have any contractual
relationship with the Board. All of the services required hereunder
will be performed by FAL or under its supervision, and all personnel
engaged in the work shall be fully qualified and shall be authorized
under state and local law to perform such duties.
SECTION EIGHT
SUBCONTRACTS
(a) Any subcontractors and outside associates or consultants required
by FAL in connection with the services covered by this contract will
be limited to such individuals or firms as were specifically identified
and agreed to during negotiations, or as are specifically authorized
by the Board during the performance of this contract. Any substitu-
tions in or additions to such subcontractors, associates, or consultants
will be subject to the prior approval of the Board.
(b) FAL may not subcontract services in excess of thirty percent of
the contract price to subcontractors or consultants without prior
written approval of the Board.
SECTION NINE
ASSIGNABILITY
FAL shall not assign, transfer, convey, pledge, sublet or otherwise
dispose of this contract without prior written consent of the Board,
except as provided for in SECTION EIGHT, SUBCONTRACTS, paragraph (a)
above.
SECTION TEN
EQUAL EMPLOYMENT OPPORTUNITY
In accordance with EPA policy as expressed in 40 CFR 30.420-5, FAL
agrees that they will not discriminate against any employee or
applicant for employment because of race, religion, color, sex, age
or national origin.
SECTION ELEVEN
UTILIZATION OF SMALL AND MINORITY BUSINESS
In accordance with EPA policy expressed in 40 CFR 33.130, FAL agrees
that qualified small business and minority business enterprises shall
have the maximum practicable opportunity to participate in the perform-
ance of EPA grant -assisted contracts and subcontracts.
SECTION TWELVE
COVENANT AGAINST CONTINGENT FEES
FAL warrants that no person or selling agency has been employed or
retained to solicit or secure this contract upon an agreement or
understanding for a commission, percentage, brokerage, or contingent
fee, excepting bona fide employees. For breach or violation of this
warranty, the Board shall have the right to annul this contract without
liability or in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such commission,
percentage, brokerage, or contingent fee.
SECTION THIRTEEN
GRATUITIES
(a) If it is found, after notice and hearing, by the Board that
gratuities (in the form of entertainment, gifts, or otherwise) were
offered or given by FAL, or any agent or representative of FAL, to any
official, employee or agent of the Board or of EPA with a view toward
securing a contract or securing favorable treatment with respect to
the awarding or amending, or the making of any determinations with
respect to the performance of this contract, the Board may, by written
notice to FAL, terminate the right of FAL to proceed under this
contract and/or may pursue such other rights and remedies provided by
law or under this contract: PROVIDED, That the existence of the facts
upon which the Board makes such findings shall be in issue and may be
reviewed in proceedings pursuant to the Remedies clause of this con-
tract.
(b) In the event this contract is terminated as provided in paragraph
(a) hereof, the Board shall be entitled (i) to pursue the same remedies
against FAL as it could pursue in the event of a breach of the contract
by FAL, and (ii) as a penalty in addition to any other damages to which
it may be entitled by law, to exemplary damages in an amount (as deter-
mined by the Board) which shall be not less than three nor more than
ten times the costs incurred by FAL in providing any such gratuities to
any such officer or employee.
SECTION FOURTEEN
AUDIT; ACCESS TO RECORDS
(a) FAL shall maintain books, records, documents and other eviderce
directly pertinent to performance on EPA grant work under this contract
in accordance with generally accepted accounting principles and practices
consistently applied and 40 CFR 30.605, and 30.805. FAL shall also main-
tain the financial information and data used by FAL in the preparation or
support of the cost submission required under 40 CFR 33.510-3 in effect on
the date of execution of this contract and a copy of the cost summary
submitted.to the Board. The United States Environmental Protection
Agency, the Comptroller General of the United States, the United States
Department of Labor, the Board (and the State, where applicable) or any
of their duly authorized representatives shall have access to such
books, records, documents and other evidence for the purpose of inspection,
audit and copying. FAL will provide proper facilities for such access
and inspection.
(b) FAL agrees to include paragraphs (a) and (b) of this clause in all
his contracts and all tier subcontracts directly related to project
performance which are in excess of $10,000.
SECTION FIFTEEN
REMEDIES
Except as may be otherwise provided in this contract, all claims,
counter -claims, disputes and other matters in question between the
Board and FAL arising out of or relating to this contract or the
breach thereof will be decided by arbitration if the parties hereto
mutually agree, or in a court of competent jurisdiction within the
State of Colorado.
SECTION SIXTEEN
LIABILITY
FAL agrees that all work performed by FAL pursuant to this contract
is performed at the sole risk of FAL notwithstanding the Board's
express or implied prior approval or review of work to be performed.
FAL agrees to indemnify and hold harmless the Board for any damages,
claims, liabilities or rights arising out of FAL's performance of
work pursuant to this contract.
SECTION SEVENTEEN
COST OF LITIGATION
FAL covenants and agrees to and with the Board that in case the Board
shall, without any default on its part, be made a party to any liti-
gation commenced by or against FAL with respect to the performance
of the work herein, then FAL shall and will pay all costs in connection
with such litigation and that FAL shall pay all costs and reasonable
attorney's fees which may be incurred by the Board in enforcing the
covenants and agreements of this contract.
SECTION EIGHTEEN
CHANGES
(a) The Board may, at any time, without notice to any surety, by
written order designated or indicated to be a change order, make any
change in the work within the general scope of the contract, including
but not limited to changes:
1. In the specifications (including drawings and designs);
2. In the method or manner of performance of the work;
3. In the Board -furnished facilities, equipment, materials,
services, or site; or
4. Directing acceleration in the performance of the work.
(b) FAL may not implement project changes without prior written
approval of the Board. Any project changes proposed by FAL must be
submitted to the Board in writing.
(c) Any other written order or an oral order (which terms as used
in this paragraph (c) shall include direction, instruction, inter-
pretation or determination) from the Board, which causes any such
change, shall be treated as a change order under this clause:
PROVIDED, That FAL gives the Board written notice stating the date,
circumstances, and source of the order and that FAL regards the order
as a change order.
(d) Except as herein provided, no order, statement, or conduct of the
Board shall be treated as a change under this clause or entitle FAL to
an equitable adjustment hereunder.
(e) If any change under this clause causes an increase or decrease
in FAL's cost of, or the time required for, the performance of any
part of the work under this contract, whether or not changed by any
order, an equitable adjustment shall be made and the contract modified
in writing accordingly: PROVIDED, HOWEVER, That except for claims
based on defective specifications, no claim for any change under (c)
above shall be allowed for any costs incurred more than 20 days before
FAL gives written notice as therein required: AND PROVIDED FURTHER,
That in the case of defective specifications for which the Board is
responsible, the equitable adjustment shall include any increased cost
reasonably incurred by FAL in attempting to comply with such defective
specifications.
(f) If FAL intends to assert a claim for an equitable adjustment
under this clause, they must, within 30 days after receipt of a written
change order under (a) above or the furnishing of a written notice under
(c) above, submit to the Board a written statement setting forth the
general nature and monetary extent of such claim, unless this period
is extended by the Board. The statement of claim hereunder may be
included in the notice under (c) above.
(g) No claim by FAL for an equitable adjustment hereunder shall be
allowed if asserted after final payment under this contract.
SECTION NINETEEN
TERMINATION
(a) This contract 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 contract through no fault of the
terminating party: PROVIDED, That no such termination may be effected
unless the other party is given (1) not less than ten (10) calendar
days written notice (delivered by certified mail, return receipt
requested) of intent to terminate and (2) an opportunity for consultation
with the terminating party prior to termination.
(b) This contract may be terminated in whole or in part in writing
by the Board for its convenience: PROVIDED, That FAL is given (1) not
less than ten (10) calendar days written notice (delivered by certified
mail, return receipt requested) of intent to terminate and (2) an
opportunity for consultation with the terminating party prior to ter-
mination.
(c) If termination for default is effected by the Board, an equitable
adjustment in the price provided for in this contract shall be made,
but (1) no amount shall be allowed for anticipated profit on unperformed
services or other work, and (2) any payment due to FAL at the time of
termination may be adjusted to the extent of any additional costs
occasioned to the Board by reason of FAL's default. If termination
for default is effected by FAL, or if termination for convenience is
effected by the Board, the equitable adjustment shall include a reason-
able profit for services or other work performed. The equitable
adjustment for any termination shall provide for payment to FAL for
services rendered and expenses incurred prior to the termination, in
addition to termination settlement costs reasonably incurred by FAL
relating to commitments which had become firm prior to the termination.
(d) Upon receipt of a termination action pursuant to paragraphs (a)
or (b) above, FAL shall (1) promptly discontinue all services affected
(unless the notice directs otherwise), and (2) deliver or otherwise
make available to the Board all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as may
have been accumulated by FAL in performing this contract whether
completed or in process.
(e) Upon termination pursuant to paragraphs (a) or (b) above, the
Board may take over the work and prosecute the same to completion by
contract with another party or otherwise.
(f) If, after termination for failure of FAL to fulfill contractual
obligations, it is determined that FAL had not so failed, the termination
shall be deemed to have been effected for the convenience of the Board.
In such event, adjustment of the price provided for in this contract
shall be made as provided in paragraph (c) of this clause.
SECTION TWENTY
PATENTS
If this contract involves research, developmental, experimental, or
demonstration works and any discovery or invention arises or is
developed in the course of or under this contract, such invention
or discovery shall be subject to the reporting and rights provisions
of Subpart D of 40 CFR Part 30, in effect on the date of execution of
this contract including Appendix B of said Part 30. In such case,
FAL shall report the discovery or invention to EPA directly or through
the Board, and shall otherwise comply with the Board's responsibilities
in accordance with Subpart D of 40 CFR Part 30. FAL hereby agrees that
the disposition of rights to inventions made under this contract shall
be in accordance with the terms and conditions of aforementioned
Appendix B. FAL shall include provisions appropriate to effectuate
the purposes of this condition in all subcontracts involving research,
developmental, experimental, or demonstration work.
SECTION TWENTY-ONE
COPYRIGHTS AND RIGHTS IN DATA
FAL agrees that any plans, drawings, specifications, computer pro-
grams (which are substantially paid for with EPA grant funds), technical
reports, operating manuals, and other work submitted or which are
specified to be delivered under this contract or which are developed
or produced and paid for under this contract (referred to in this
clause as "Subject Data") are subject to the rights in the United
States, as set forth in Subpart D of 40 CFR Part 30 and in Appendix C
to 40 CFR Part 30, in effect on the date of execution of this contract,
including the right to use, duplicate and disclose such Subject Data,
in whole or in part, in any manner for any purpose whatsoever, and have
others do so. For purposes of this article, "grantee" as used in
said Appendix C shall refer to the Contractor, FAL. If the material
is copyrightable, FAL may copyright such, as permitted by said
Appendix C, and subject to the rights in the Government as set forth in
Appendix C, but the Board and the Federal Government reserve a royalty -
free, nonexclusive, and irrevocable license to reproduce, publish and
use such materials, in whole or in part, and to authorize others to do
so, except as limited by SECTION ONE, GENERAL TERMS AND CONDITIONS,
Part (i). FAL shall include provisions appropriate to effectuate the
purpose of this condition in all subcontracts expected to produce
copyrightable Subject Data.
SECTION TWENTY-TWO
ADDITIONAL CONDITIONS
(a) Except as otherwise provided herein, any notice, approval,
acceptance, request, bill, demand or statement hereunder from either
party to the other shall be in writing and shall be deemed to have
given upon the mailing of said notice by United States certified,
first class mail, postage pre -paid, and addressed to the parties at
the respective addresses as shall appear herein or upon a change of
address pursuant to this notice provision.
(b) All covenants, conditions and provisions in this contract shall
extend to and bind the legal representatives, successors, and assignees
of the respective parties hereto.
(c) The captions or headnotes on articles or sections of this
contract are intended for convenience and reference purposes
only and in no way define, limit or describe the scope or intent
thereof, or of this contract nor in any way affect this contract.
(d) It is the intent and understanding of the parties to this
contract that each and every provision of law required to be
inserted in this contract shall be and is inserted herein.
Furthermore, it is hereby stipulated that every such provision
is deemed to be inserted herein, and if through mistake or
otherwise, any such provision is not inserted in correct form,
then this contract shall, upon application of either party, be
amended by such insertion so as to comply strictly with the law
and without prejudice to the rights of either party.
(e) The signatories hereto aver that they are familiar with
Sections 18-8-301, et. seg., (Bribery and Corrupt Influences)
and 18-8-401, et. seg., (Abuse of Public Office), C.R.S. 1973,
as amended, and that no violation of such provisions is present.
(f) The signatories aver that to their knowledge, no State and/
or County employee has any personal or beneficial interest whatsoever
in the service or property described herein.
If this contract contains any unlawful provisions, not an essential
part of the contract and which appear not to have been a controlling
or material inducement to the making thereof, the same shall be
deemed of no effect, and shall upon the application of either party
be stricken from the contract without affecting the binding force
of the contract as it shall remain after omitting such provision.
If this contract contains errors, inconsistencies, ambiguities,
or discrepancies, including typographical errors, FAL shall
request a clarification of same by writing to the Board whose
decision shall be binding upon the parties.
IN WITNESS WHEREOF, the parties hereto have executed this contract
on the day first above written.
COUNTY OF EAGLE, STATE OF COLORADO
By and rou'h its
Board of Cou ty CommissiQpers
F11 z / zV111111/-117 1
Dan Williams, Chairman
Address 74110. 6t3K 457)
Telephone -3 3Z,' - 7211
FRANKLIN ASSOCIATES, LTD.
By
Address 8 3 10 (zoaJ, UJ'c lot
Pr c
66 ;Zo6
Telephone 't i 3 - 6 -1 q - 2-:Z2 5
ATTE
By
Clerk oe
/Board of County Commissioners
