HomeMy WebLinkAboutProfessional Services Agreement with Carollo Engineers for WWTP Plan Update ProjectK'
AGREEMENT FOR PROFESSIONAL SERVICES
Project No.
This AGREEMENT made and entered into this z~~ day of 3 J 1 , 20C?
by and between City of Meridian, (hereinafter "OWNER"), and Carollo Eng neers, A
Professional Corporation, (hereinafter "ENGINEER").
WITNESSETH:
WHEREAS, the OWNER and the ENGINEER wish to enter into an Agreement (hereinafter
"Agreement") for the furnishing of Engineering Services in connection with
Wastewater Treatment Plant Facility Plan Update Project
(hereinafter "Project"), and
WHEREAS, ENGINEER is qualified and prepared to perform the necessary professional
services in connection with the Project.
NOW THEREFORE, in consideration of the mutual promises and covenants of the parties
hereto, it is agreed as follows:
SECTION 1 -PROFESSIONAL SERVICES
1.1 ENGINEER shall provide professional
engineering services in all phases of
the Project to which this Agreement
applies. The services furnished by the
ENGINEER will be defined by Task
Orders which will set forth the
Engineer's Services, Time of
Performance, and Payment.
1.2 It is intended that each Task Order,
after execution by both parties shall
become a supplement to and a part of
this Agreement.
SECTION 2 -PAYMENT TO ENGINEER
2.1 As consideration for providing the
services referred to in Section 1, the
OWNER shall pay ENGINEER on the
basis to be established in the Task
Order for Services.
2.2 The ENGINEER is not responsible for
damage or delay in performance
caused by events beyond the control
of ENGINEER. In the event
ENGINEER's services are
suspended, delayed or interrupted for
the convenience of the OWNER or
delays occur beyond the control of
ENGINEER, an equitable adjustment
in ENGINEER's time of performance
and cost of ENGINEER's personnel
and subcontractors shall be made.
2.3 OWNER reserves the right to direct
revision of ENGINEER's services as
may be necessary. When ENGINEER
is directed to make revisions under
this section of the agreement,
ENGINEER shall advise OWNER of
the probable costs involved in
completing engineering services and
the time of performance for such
completion.
2.4 In the event OWNER and ENGINEER
cannot agree on equitable
compensation for services rendered in
making revisions, then, at OWNER's
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option, ENGINEER shall either
continue performance under the
revised Agreement and an equitable
adjustment in ENGINEER's time of
performance and cost of ENGINEER's
personnel shall be made at
completion of the revised work or
ENGINEER shall not be obligated to
continue performance under this
Agreement.
2.5 If revisions of the final plans and
specifications are required by reasons
of ENGINEER's error or omission,
then, in that event, OWNER's
exclusive remedy for such errors and
omissions will be limited to revisions
made by ENGINEER without
additional compensation.
2.6 The ENGINEER shall bill the OWNER
monthly indicating the services
performed and the cost of such
services.
OWNER agrees to pay invoices within
45 days of their date. Payments not
received by ENGINEER within 45
days shall be considered delinquent
and subject to a finance charge of
1 percent per month for each month
unpaid after the date of invoice.
ENGINEER may suspend services
should an invoice remain delinquent
for 75 days from date of invoice.
2.7 All notices shall be made in writing
and may be given by personal delivery
or by mail. Notices sent by mail shall
be addressed to the designated
responsible person or office:
TO OWNER:
Brad Watson, P.E.
TO ENGINEER:
Tim Tekippe, P.E.
and when so addressed, shall be
deemed given upon deposit in the
United States Mail, postage prepaid.
In all other instances, notices and
invoices shall be deemed given at the
time of actual delivery.
All payments are to be mailed to:
Carollo Engineers, P.C.
P.O. Box 53511
Phoenix, AZ 85072-3511
unless otherwise informed on the face
of the invoice.
SECTION 3 -MISCELLANEOUS
3.1 The OWNER shall furnish the
ENGINEER available studies, reports
and other data pertinent to
ENGINEER's services; obtain or
authorize ENGINEER to obtain or
provide additional reports and data as
required; furnish to ENGINEER
services of others required for the
performance of ENGINEER's services
hereunder, and ENGINEER shall be
entitled to use and rely upon all such
information and services provided by
OWNER or others in performing
ENGINEER's services under this
Agreement.
3.2 The OWNER shall arrange for access
to and make all provisions for
ENGINEER to enter upon public and
private property as required for
ENGINEER to perform services
hereunder.
3.3 Documents, including drawings and
specifications, prepared by
ENGINEER pursuant to this
Agreement are not intended or
represented to be suitable for reuse
by OWNER or others for this Project
or on any other project. Any reuse of
completed documents or use of
partially completed documents without
written verification or concurrence by
ENGINEER for the specific purpose
intended will be at OWNER's sole risk
and without liability or legal exposure
to ENGINEER; and OWNER shall
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indemnify and hold harmless
ENGINEER from all claims, damages,
losses and expenses, including
attorney's fees arising out of or
resulting therefrom.
3.4 The ENGINEER maintains, at its own
expense, Worker's Compensation and
Employers Liability, Comprehensive
General Liability, Automobile Liability
and Professional Liability policies with
limits at or above that which is
reasonably required of other
engineering firms and will, upon
request, furnish insurance certificates
to OWNER.
SECTION 4 -LEGAL RELATIONS
4.1 The ENGINEER shall be responsible
for professional negligence which is
the exercise of skill and ability as
ordinarily required of engineers under
the same or similar circumstances.
The ENGINEER shall not be
responsible for warranties,
guarantees, fitness for a particular
purpose or breach of fiduciary duty
and shall only indemnify for failure to
perform in accordance with the
generally accepted engineering and
consulting standards.
4.2 ENGINEER agrees to indemnify and
hold harmless the OWNER and its
directors, officers and employees from
and against claims, loss, liability and
damages, to which they or any of
them may be put or subjected to
arising out of or resulting from the
performance of this Agreement, which
claim, damage, loss or expense shall
not exceed the total compensation
received under this Agreement,
including claims or alleged claims by
third parties and all other claims
relating to the project from any cause
including negligent acts, errors and
omissions, or breach of contract on
the part of the ENGINEER.
4.3 Hazardous materials or asbestos may
exist at a site where there is no
reason to believe they could or should
be present. The ENGINEER and
OWNER agree that the discovery of
unanticipated hazardous materials or
asbestos constitutes a changed
condition mandating a renegotiation of
ENGINEER's services.
4.4 The ENGINEER has no control over
the cost of labor, materials, equipment
or services furnished by others, or
over Contractor's methods of
determining prices, or other
competitive bidding or market
conditions, practices or bidding
strategies. Cost estimates are based
on ENGINEER's opinion based on
experience and judgment. ENGINEER
cannot and does not guarantee that
proposals, bids or actual Project
construction costs will not vary from
cost estimates prepared by
ENGINEER.
4.5 If the project involves construction of
any kind, the parties agree that
OWNER and ENGINEER shall be
indemnified to the fullest extent
permitted by law for all claims,
damages, losses and expense
including attorney's fees arising out of
or resulting from Contractor's
performance of work including injury
to any worker on the job site except
for the sole negligence of OWNER or
ENGINEER. Both OWNER and
ENGINEER shall be named as
additional primary insureds) by
Contractor's General Liability and
Builders All Risk insurance policies
without offset and all Construction
Documents and insurance certificates
shall include wording acceptable to
the parties herein with reference to
such provisions.
4.6 ENGINEER shall not be responsible
for the means, methods, techniques,
sequences, or procedures of
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construction selected by contractors
or the safety precautions and
programs incident to the work of
contractors and will not be responsible
for Contractor's failure to carry out
work in accordance with the Contract
Documents.
4.7 The services to be performed by
ENGINEER are intended solely for the
benefit of the OWNER. No person or
entity not a signatory to this
Agreement shall be entitled to rely on
the ENGINEER's performance of its
services hereunder, and no right to
assert a claim against the ENGINEER
by assignment of indemnity rights or
otherwise shall accrue to a third party
as a result of this Agreement or the
performance of the ENGINEER's
services hereunder.
SECTION 5 -TERMINATION OF
AGREEMENT
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; providing that no such
termination may be effected unless
the other party is given (1) not less
than fifteen (15) 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.
5.2 If this Agreement is terminated in
whole or in part by the OWNER for
reasons of default by the ENGINEER
a negotiated adjustment in the price
provided for in this Agreement shall
be made, however, no amount shall
be allowed for anticipated profit or
unperformed services. If termination
for default is effected by the
ENGINEER the negotiated adjustment
shall include a reasonable profit. The
equitable adjustment for any
termination shall provide payment to
the ENGINEER for services rendered
and expenses incurred prior to the
termination, in addition to termination
settlement costs reasonably incurred
by the ENGINEER relating to
obligations and commitments as a
result of entering into this Agreement.
SECTION 6 -DISPUTE RESOLUTION
6.1 All claims, disputes, and other matters
in controversy between OWNER and
ENGINEER arising out of or in any
way related to this Agreement will be
submitted to Alternative Dispute
Resolution (ADR) before, and as a
condition precedent to other remedies
provided by law. The method for
resolving disputes will be agreed to
between the parties and each party
shall use its best efforts to reach a
resolution.
SECTION 7 -ENTIRE AGREEMENT
7.1 This Agreement, including
attachments incorporated herein by
reference, represents the entire
Agreement and understanding
between the parties and any
negotiations, proposals or oral
agreements are intended to be
integrated herein and to be
superseded by this written
Agreement. Any supplement or
amendment to this Agreement to be
effective shall be in writing and signed
by the OWNER and ENGINEER.
SECTION 8 -GOVERNING LAW
8.1 This Agreement is to be governed by
and construed in accordance with the
laws of the State of Idaho.
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IN WITNESS WHEREOF, duly authorized representatives of the parties have signed in
confirmation of this Agreement, with effective date the day and year first above written.
CAROLLO ENGINEERS,
A Profess' orporation
By:
atr C. cipal
By:
C. eis, nncipal
CITY OF MERIDIAN
By: ~~~u~iui~r~~~~
ob rt D. Corrie, Mayg ~~ OF ERt,~~~''.,~~~
~~` G~ ~G~PPORq TFO '°~ '':
Attest ,c~c~.: _ ~ y .~`~~~.~., -_
William G. Berg, ., y9Clerk "~
_ 0
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