2008/04/30 Council Agenda Packet

c Q MWHO MWH CONTRACT DAM INSPECTION AGREEMENT This agreement ("Agreement"), with an effective date of , 2008, is by and between the City of Everett ("CLIENT") and MWH Americas, Inc. ("CONSULTANT"). In consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1 SCOPE OF SERVICES The services to be performed by CONSULTANT for CLIENT under this Agreement are set out in Attachment A ("Services"), incorporated herein by reference. The Services are to be performed in support of the project identified in Attachment A ("Project"). 1.2 The parties specifically agree that the Scope of Work is limited to professional consulting assessment activities consisting of dam inspection pursuant to FERC requirements and that no intrusive sampling (e.g., drilling, trenching, etc.) or other invasive investigation activities are to be performed under this Agreement. Should the parties decide that such invasive investigation services are to be performed, the parties acknowledge that the potential liabilities relating to possible pollution release will change substantially and agree that a new agreement will need to be negotiated under which such invasive investigation services would be provided. 2 COMPENSATION 2.1 CLIENT shall pay CONSULTANT, as compensation for Services ("Compensation"), a not - to -exceed amount of $20,900 as set forth in Attachment B, incorporated herein by reference. 2.2 CLIENT will pay CONSULTANT additional compensation for labor and expenses incurred by CONSULTANT in responding to or and assisting with any audit required by CLIENT, or any federal, state and local government agencies. The basis of payment will be the CONSULTANT's rate schedule ("Rate Schedule") as set forth in Attachment B, incorporated herein by reference. 3 INVOICING AND PAYMENT 3.1 CONSULTANT shall submit its standard monthly invoice describing the Services performed and expenses incurred during the preceding month. CLIENT shall make payment of all undisputed portions of such invoice and provide written justification for the withholding of any disputed portions to CONSULTANT within 30 calendar days after receipt of CONSULTANT's monthly invoice. 3.2 CLIENT agrees that timely payment is a material term of this Agreement, and failure to make timely payment as agreed constitutes a material breach hereof. Payment of all Compensation L due CONSULTANT pursuant to this Agreement shall be a condition precedent to CLIENT's use or reliance upon any of CONSULTANT's professional services or work products furnished under this Agreement. -1-