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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 I'J I lit 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. -2- II I I~ 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. -3- i'm ! 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 -4- I'1 I lit 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. -5- I'1 I Ir 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 -6- 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 -7- 11 I I~' 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. -8- YI I 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: -9- rT' 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. -lO- I'1 I Il' 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 -11 -