121818 Professional Services Agreement Solid Waste Division StudySCS Project No.
AGREEMENT BETWEEN SCS AND CLIENT
FOR PROFESSIONAL SERVICES
THIS AGREEMENT (hereafter "Agreement') is made by and between, City of Sheridan, Wyoming
(hereafter "Client"), and Steams, Conrad and Schmidt Consulting Engineers, Inc. dba SCS Engineers and/or SCS
Field Services (hereafter "SCS").
WHEREAS, Client intends to engage SCS to perform professional services for a project known as
Consulting Services for Solid Waste Division Study and Financial Plan Update (hereafter "Project").
NOW, THEREFORE, Client and SCS do hereby agree as follows:
ARTICLE 1—SCOPE OF SERVICES. SCS shall provide professional services (hereafter "Services") as
set forth in Attachment A, in accordance with the terms and conditions of this Agreement. Unless expressly stated
therein, the scope of work does not include testimony or responding to subpoenas. In the event SCS receives a
subpoena or other legal order for the production of project records or testimony, the client agrees to pay for all time
and expenses of SCS related thereto.
ARTICLE 2—RESPONSIBILITIES OF THE CLIENT. Client will:
2.1 Provide all criteria and full information as to its requirements for the Project.
2.2 Furnish SCS with data, reports, surveys, and other materials and information required for the
Project, except such of the foregoing as are included in the Services to be provided by SCS.
2.3 Acquire all land and rights-of-way as required for the Project.
2.4 Provide access to the Project site and make all provisions for SCS to enter upon public and private
lands as required for SCS to perform its Services under this Agreement.
2.5 Examine all studies, reports, sketches, construction costs, specifications, drawings, proposals and
other documents presented by SCS to Client, and promptly render in writing Client's decisions pertaining thereto
within a week, or, if a longer time is needed, within a period mutually agreed upon.
2.6 Give prompt written notice to SCS whenever Client observes or otherwise becomes aware of any
defect in the Services rendered by SCS.
2.7 Furnish to SCS, prior to execution of this Agreement, a copy of any design, construction or other
standards Client requires SCS to follow in performing Services under this Agreement.
2.8 Provide to SCS all budget requirements, if any, applicable to the Services and the Project.
ARTICLE 3—CHANGES IN THE SERVICES.
3.1 Changes may be made to the Services. Client may order additional Services upon the agreement
of SCS. Client may delete previously ordered Services.
3.2 The provisions of this Agreement, with an equitable adjustment in SCS' compensation and
schedule, shall apply to all changes in the services.
SCS Standard Agreement
(Rev. December 2009)
ARTICLE 7—INSURANCE. SCS shall, during the performance of this Agreement, keep in force
Workers' Compensation Insurance, including Employer's Liability Insurance for its employees, and Commercial
General Liability Insurance with a combined minimum limit of $1,000,000 for bodily injury and property damage.
ARTICLE 8—LIMITATION OF LIABILITY.
8.1 This Article 8 states the agreement of the parties with respect to allocation of the risks inherent in
the type of project undertaken herein. The parties agree -that SCS' liability under this Agreement and for the Project
shall be limited to the amount covered, if any, by SCS' liability insurance then in effect up to $1,000,000, or the
amount of SCS' total fees hereunder (whichever is greater).
8.2 If Client desires that SCS assume more of the risk under this Agreement and for the Project than is
specified in Article 8. 1, and is willing to compensate SCS for the greater assumption of risk then in consideration of
Client paying a -0- surcharge (in addition to the compensation specified in Article 5, SCS' total liability under this
Agreement and for the Project shall be limited to:N/A.
ARTICLE 9—RELEASE AND INDEMNIFICATION.
9.1 It is understood and agreed that, in seeking the Services of SCS under this Agreement, the Client
may be requesting SCS to undertake obligations for the Client's benefit involving the presence or potential presence,
or release or potential release to the environment, of hazardous substances and other contaminants. Therefore, Client
agrees that SCS will not be responsible for, and does hereby release, hold harmless, indemnify, and defend SCS from
and against any and all claims, losses, damages, liability and costs, including but not limited to costs of defense,
arising out of or in any way connected with the presence, discharge, release or escape of hazardous substances or
contaminants of any kind, excepting only such liability as may arise out of the sole negligence of SCS.
9.2 Except as provided in Article 9.1 above, and to the extent provided in Article 8 above, SCS shall
indemnify and hold harmless Client from and against any liabilities, claims and causes of action which Client may
suffer as a result of negligent acts, errors, or omissions, or the willful and reckless disregard of obligations under this
Agreement on the part of SCS or SCS' agents, employees or subcontractors in the performance of this Agreement,
excepting such liability as may arise out of Client's negligence.
ARTICLE 10—GENERAL PROVISIONS.
10.1 SCS will perform its Services hereunder, as specified in Attachment A, in a timely manner. SCS
is not responsible for delays occasioned by factors beyond its control, nor by factors which could not reasonably
have been foreseen at the time this Agreement was executed.
10.2 SCS shall be entitled to rely on information provided by Client. SCS shall be entitled to an
equitable adjustment in the price and schedule if conditions differ materially from information provided by the
Client, or differ materially from what reasonably could have been anticipated given the nature of the Services.
10.3 SCS shall perforin its Services in accordance with the professional standards applicable to the
Services provided (i.e., engineering, planning, consulting or others), at the time such Services are rendered. SCS
makes no other warranty, either expressed or implied, as part of this Agreement.
10.4 SCS shall not disclose, or permit disclosure of any information designated by Client as
confidential, except to its employees and other consultants who need such information in order to properly execute
the Services of this Agreement. This provision shall not apply to information which: (1) has been published and is in
the public domain, (2) has been provided to SCS by third parties who have the legal right to possess and disclose the
information, (3) was in the possession of SCS prior to the disclosure of such information to SCS by Client, (4) is
required by law or any governmental agency to be disclosed, or (5) would require disclosure to comply with the
ethical obligations of SCS to protect the public.
S -F Long
(Rev. December 2009)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of last date written below.
CLIENT: City of Sheridan
SIGN:
�ZZ;5�
PRINT N Roger Miller
TITLE: Nlayor
DATE:12 1 1120 I S
S -F Long
(Rev. December 2009)
STEARNS, CONRAD A SCH NSULTING
ENGINEERS,oe
SIGN:
PRINT NAME: Carlo F. Lebron. PE
TITLE: Vice President
DATE: December 11, 2018