HomeMy WebLinkAbout1984-041 CRS Sirrine Agrmt. CRS SIRRINE, INC.
STANDARD
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT, made and executed as of the /~ ~ day
~ 7' 19~, by and between the Engineering Group of CRS
of , ~ u' . ,
SIRRINE, INC., a Delaware corporation, with a place of business at
5505 Southeast Milwaukie Avenue, Portland, Oregon 97202 (hereinafter
called "Consultant"), and the CITY OF ASHLAND, Oregon (hereinafter
called "Client"), collectively referred to herein as "Parties,"
provides as follm,~s:
ARTICLE I
GENERAL OBLIGATIONS OF CONSULTANT
The description of the Client's project (the "Project") and scope
of services to be provided to Client is stated in a fomal Proposal
from Consultant dated September 14, 1984, (the "Proposal"). The
Proposal is made a part of this Agreement by reference.
ARTICLE II
COMPENSATION
Consultant will be compensated for services set forth in the
Proposal on a lump sum basis. The lump sum shall be $28,800.00
including the sewage system study report with black and white report
drawings and installation of a sewer preliminary design program on the
City's HP-87 computer.
ARTICLE III
CHANGES IN SCOPE OF SERVICES
Client may, at any time, make changes in the Scope of Services for
the Project or in the definition of services and tasks to be
performed. In the event Client notifies Consultant of its desire to
make a change in the Scope of Services for the Project that may change
the cost of performance, Consultant shall, within ten (lO) working
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days after receiving such notice, give Client notification of any
potential change in price for the Project. Equitable adjustments to
price and time of performance resulting from Scope of Services changes
will be negotiated and upon mutual agreement by Client and Consultant,
this Agreement will be modified in writing to reflect the changes in
Scope of Services and price in accordance with ARTICLE IV, AMENDMENTS
AND MODIFICATIONS.
ARTICLE IV
AMENDMENTS AND MODIFICATIONS
This Agreement may be amended at any time with respect to any of
its provisions, terms and conditions by mutual agreement of Consultant
and Client, provided that any such amendment shall be in a writing
that is executed by duly authorized representatives of the Parties and
attached to and made a part of this Agreement. Amendments to this
Agreement must be approved by the authorities initially signing this
Agreement or' their Successors. Amendments increasing or decreasing
the Scope of Services shall be authorized by written agreement of
Consultant and Client, signed by duly authorized representatives,
subject to the limitations of Client's procurement authority level.
ARTICLE V
PERFORMANCE AND PROFESSIONAL RESPONSIBILITIES
A. In performance of services under this Agreement, Consultant
will exercise the degree of skill and care required by the customarily
accepted, sound, professional practices and procedures applicable to
the industry.. Consultant shall not attempt to address matters outside
its scope of expertise.
B. Consultant is responsible for its negligent acts, errors, and
omissions in the performance of professional services. Under no
circumstances shall Consultant be responsible for special, indirect,
incidential, or consequential damages arising from contract or tort
claims. CONSULTANT DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR
GUARANTEES OTHER THAN THOSE STATED HEREINABOVE.
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C. Damages and/or expenses of a direct nature incurred by the
Client, within a period of four years after the date on which any
project is initially operated or services are performed, which damages
are a result of Consultant's failure to comply wi th accepted
professional standards and practices shall be paid to the Client out
of and to the extent of the deductible and proceeds of the
Professional Liability insurance policy maintained by the Consultant
at the time of the claim by Client. Damages and/or expenses of a
direct nature as used in this paragraph shall not include any damages
or expenses of a special, indirect, or consequential nature.
D. Nothing in this Article V precludes Client from pursuing any
other remedies for breach of contract which are provided for by law or
contained i:n this Agreement, except that in no event shall
Consultant's liability for such damages exceed the Consultant's fee
for the authorized services.
ARTICLE VI
INSURANCE
A. During the term of this Agreement, Consultant shall, at its
sole expense, secure and maintain in force during the term of this
Agreement, policies of insurance of the following types:
1. Worker's compensation coverage in accordance wi th the
statutory requirements of the jurisdiction in which services are to be
performed.
2. Employer's liability insurance with a minimum of $250,000.
3. Comprehensive General Liability Insurance, subject to a
limit for bodily injury and property damage combined of at least
$1,00ll,O00 aggregate.
4. Automobile liability insurance subject to a limit for
bodily injury and property damage combined, of at least $1,000,000 per
occurrence.
5. t~nbrella liability insurance subject to a limit of at
least $5,000,000 in excess of the limits of insurance provided for in
1, 2, and 3 above.
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6. Professional liability insurance Iconcerning negligent
acts, errors and omissions coverage) with a minimum limit of
$5,000,000.
B. If requested, Consultant shall furnish Client certificates of
insurance evidencing the insurance coverages required in this Article
VI, A {1) through A (6) above. The certificates shall stipulate that
should any of the above insurance policies be cancelled before the
termination of this Agreement, the issuing company will endeavor to
mail thirty ('3n) days' written notice to Client.
ARTICLE VII
OWNERSHIP OF INSTRUMENTS OF SERVICE AND DATA
Client agrees to defend and indemnify Consultant from and against
claims against Consultant resulting from reuse of the Consultant's
instruments of service on extensions of the Project or at a location
other than that contemplated by this Agreement. Client is advised
that should £1ient reuse the instruments of service at another
location, the instruments of service should be reviewed by and sealed
by an engineer licensed in the jurisdiction where the instruments of
services are sought to be reused.
All materials and information that are the property of Client and
all copies or duplications thereof shall be delivered to Client by
Consultant, if requested by Client, upon completion of services.
Engineer may retain one complete set of reproducible copies of all
such design data, drawings, estimates, calculations, and
specifications.
The Consultant's work product and instruments of service shall
remain the property of Consultant.
ARTICLE VIII
PERSONNEL
Consultant represents that during Consultant's performance of
services hereunder, adequate provision shall be made to staff and
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retain the services of such competent personnel as may be appropriate
or necessary for the performance of such services. Client shall have
the right to review the personnel assigned by Consultant, and
Consultant shall remove any personnel not acceptable to Client.
Consultant may remove personnel assigned to the Project wi thout
Client's prior approval, provided the progress of the Project shall
not be unreasonably impaired.
ARTICLE IX
INVOICES AND PAYMENT
A. The billing period for invoices shall be a calendar month.
B. Consultant's invoices shall be paid by Client within thirty
130) days of receipt by Client. If they are not paid within thirty
130) days of receipt, Consultant may impose a 1-1/2 percent per month
interest charge on all amounts past due.
C. All invoices shall be submitted to:
Attention: Mr. Allen Alsing, P.E.
Director of Public Works
City of Ashland, City Hall
20 East Main Street
Ashland, Oregon 97520
ARTICLE X
PERIOD OF SERVICE
Consultant shall make its best efforts to complete consulting
services for the Project by April 30, 1985.
ARTICLE XI
WAIVER
Waiver by either party of any breach or failure to enforce any of
the terms and conditions of this Agreement at any time shall not in
any way effect, limit, or waive such party's rights thereafter to
enforce and compel strict compliance with all the terms and conditions
of this Agreement.
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ARTICLE XlI
RELATIONSHIP OF CONSULTANT TO CLIENT
Unless otherwise stated in the Proposal, the Consultant shall be
and shall operate as an independent contractor with respect to the
Project performed under this Agreement and shall not be nor operate as
an agent or employee of Client. This Agreement is not intended to be
one of hiring under the provisions of a worker's compensation statute
or other law and shall not be so construed.
ARTICLE XIII
TERM INAT ION
Client may terminate the services provided under this Agreement,
in whole or in part, upon notice to Consultant specifying the portion
or portions of the services to be terminated. Upon Consultant's
receipt of such notice from Client, Consultant shall cease performance
of the services to the extent specified by Client therein, shall
thereafter do only such portion of the services (if any) as is not
terminated by Client, shall not place further orders or enter into
further subcontracts for services, materials, or equipment relating to
services terminated by Client, and shall (to the extent possible)
terminate all existing orders and subcontracts insofar as such orders
and subcontracts relate to the performance of the services terminated
by Client. In the event of termination, Consultant shall be paid for
all services actually performed and all expenses actually incurred by
Consultant inl compliance with this Agreement prior to such termination
which are necessary to effect the termination, or to protect Client's
property or 'interests. In addition, Consultant will be paid for any
identifiable cost commitments incurred by Consultant as a result of
Client's Project, provided the commitments are of no value to
Consul rant.
All indemnification and waivers of liability contained herein and
the provisions of ARTICLE XIX, NONDISCLOSURE OF PROPRIETARY AND
CONFIDENTIAL MATERIALS, ARTICLE V, PERFORMANCE AND PROFESSIONAL
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RESPONSIBILITIES, AND ARTICLE VII, OWNERSHIP OF INSTRUMENTS OF SERVICE
shall survive termination, cancellation, or expiration of this
Agreement.
ARTICLE XIV
SUSPENSION OF SERVICES
Upon written notice from Client, Consultant will suspend all or
any part of the services for such period of time as Client may direct,
and Client shall not be liable for the cost of further work done by
the Consultant after Consultant has been directed to suspend services;
provided that Client shall pay any reasonable costs incurred by
Consultant after such notice which are necessary to effect suspension
of the services or to protect Client's property or interests.
Consultant shall advise Client of any such suspension costs as they
ari se.
ARTICLE XV
GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with the laws of the State in which the Project is located.
ARTICLE XVI
NOTICES AND/OR COMMUNICATIONS
All notices and/or communications to be given under this Agreement
shall be in writing and shall be addressed as follows:
To Consultant
Original to:
Name: Gilbert R. Meigs, P.E.
Address: CRS Sirrine, Inc.
5505 S.E. Milwaukie Avenue
P.O. Box 02201
Portland, Oregon 97202
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To C1 ient
Original to:
Na me:
Position:
Address:
Mr. Allen A. Alsing, P.E.
Director of Public Works
City of Ashland
20 East Main Street
Ashland, Oregon 97520
All other communications regarding overall coordination, technical
direction, etc., between Consultant and Client shall be addressed to:
Name: Steven E. Simonson, P.E.
Telephone No.: (503) 234-0721
Either party may, by written notice to the other, change the
representative or the address to which such notices, certificates, or
communications are to be sent.
Any notice or communication required in writing hereunder shall be
given by registered, certified, or first class mail (postage
required), TWX, telex, or telecopy addressed to the party at its
address set forth above. Communications by TWX, telex, or telecopy
shall be confirmed by depositing a copy of the same day with the U.S.
Post Office for transmission by registered, certified, or first
classmail in an envelope properly addressed. The postmark date of
notices sent by mail (except for confirmatory notices) shall be the
date of notice.
ARTICLE XVII
PERMITS AND LICENSES
Consultant represents to Client that it has or will use its best
efforts to obtain and hold during the period of services provided
under this Agreement any permits or licenses which, under the
regulations of federal, state, or local governmental authority, it may
be required to hold in order to perform this Agreement.
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ARTICLE XVlII
ADHERENCE TO LAWS
Consultant shall adhere to federal, state, and local laws, rules,
regulations, and ordinances applicable to performance of the services
hereunder including, without limitation, all applicable provisions of
federal and state law relating to equal employment opportunity and
n on-di scri mi nati on.
ARTICLE XIX
NONDISCLOSURE OF PROPRIETARY AND
CONFIDENTIAL MATERIALS
Client and Consultant agree that any disclosure will be made on
the following basis:
A. Confidential Client Information ("Primary Data")disclosed to
Consultant which is identified in such reasonable manner by Client as
proprietary to Client shall be: (1) safeguarded, (2) maintained in
confidence, and (3) made available by Consultant only to those of its
employees or others who have a need-to-know and agree to equivalent
conditions pertaining to nondisclosure as contained herein.
B. Upon completion of the Project or sooner if Client so
requests, the Consultant shall return to Client's representative
allPrimary Data furnished to the Consultant under this Agreement and
shall, if requested, deliver to the Client's representative all
drawings, schedules, calculations, and other documents generated by
Consultant for use in connection with the Project ("Secondary Data").
C. Consultant shall use its best efforts not to use for iteself
or to disclose to third parties any Primary Data or Secondary Data
without the prior written consent of Owner.
D. The nondisclosure obligations pertaining to Primary and
Secondary Data shall terminate three (3) years from date Consultant's
association wi th this Project terminates. The nondi scl osure
obligations shall not apply to any data which:
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1. Was known to the Consultant (and previously unrestricted)
before disclosure of Primary Data to Consultant under this Agreement
or before generation of Secondary Data;
2. Is subsequently acquired by the Consultant from a third
party who is not in default of any obligation restricting the
disclosure of such information; or
3. Is subsequently available or becomes generally available
to the public.
E. Notwithstanding this nondisclosure obligation, Consultant may
nevertheless draw upon its experience in its future association with
other clients.
ARTICLE XX
SEVERABILITY
Any provision of this Agreement prohibited by law shall be in
effective to the extend of such prohibition without invalidating the
remaining provisions of this Agreement.
ARTICLE XXI
CERTIFICATION OR SEALING OF INSTRUMENTS
OF SERVICE BY PROFESSIONAL ENGINEER
All specifications, drawings, and other engineering documents that
are prepared by Consultant shall be certified or seal ed by a
registeredprofessional engineer. Such certifications or seals shall
be valid for the state in which the specifications, drawings, or other
engineering documents are to be used or applied.
ARTICLE XXII
ENTIRETY OF AGREEMENT
This Agreement constitutes the entire Agreement between the
parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have executed
Agreement to be effective as of the date first above written.
this
CONSULTANT
CRS SIRRINE, INC.
Title: Robert W. Vivian, P.E., V.P.
Date: ~., ~/- . ~
CLIENT
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