HomeMy WebLinkAbout1982-035 Agrmt - Straam EngineerAGREEMENT
FOR
PROFESSIONAL SERVICES FOR
CITY OF ASHLAND
ASHLAND, OREGON 97520
TH~S AGREEMENT AND CONTRACT, made and entered into at Ashland,
Oregon, this~L~_ day of /~u~F~- , 1982, by and between the City of
Ashland of Jackson County, State of Oregon, hereinafter called the
"Client," and STRAAM Engineers, a Division of CRS GROUP ENGINEERS, INC.,
a firm of consulting engineers duly authorized to perform professional
services in the State of Oregon, hereinafter called the "Engineers:"
WITNESSETH THAT:
WHEREAS, the Client desires to retain a consulting engineer to
provide professional services for its Reservoir and Water System
'Improvements project, and
WHEREA~, ,the Engineers do offer to provide such professional
services, NOW, THEREFORE,
IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:
Agreement - Page 1
ARTICLE I - DEFINITIONS
Whenever the term "Client" is used herein, it is understood to mean
the City of Ashland of Jackson County, Oregon, or its authorized officers
and the term "Engineer" or "Engineers" means an authorized representative
of STRAAM Engineers. ~
ARTICLE II - OBLIGATION OF THE ENGINEERS
The services to be performed .by the Engineers under this Contract
are: (1) professional serVices required to conduct studies and investi-
gations, make and present reports, and provide general and miscellaneous
services, all as directed by the Client; (2) professio.nal services
required for the preparation of detailed plans, Specifications, and other
contract documents for projects as the Client may specifically authorize;
(3) professional services during construction as specifically authorized
by the Client; and (4) special services as authorized by the Client. The
services are more specifically described in Attachment "A," the
Engineers' ,"Proposal for Reservoir and Water System Improvements" dated
June 4, 1982.
The services to be performed by the Engineers are described more
particularly as follows:
1. Studies, Investigations, Reports, General, and Miscellaneous.
®
The Engineer will perform such work as may be specifically
mutually agreed upon and directed by the Client.
Detailed Plans. The Engineer will prepare detailed construction
drawings for all units of authorized projects.
Specifications. After the plans have been made, the Engineer
will prepare specifications, contract forms, and other documents
as may be appropriate for soliciting and receiving bids for the
'construction work and the performance of contract obligations.
The specifications will cover materials and workmanship and serve
as a guide to the building of the project.
Quantity and Cost Estimates. The Engineer will prepare estimates
of the quantities of the materials to be furnished and work to be
done. Estimates of cost will be provided based upon prices which
appear to be appropriate at the time the plans upon which the
estimate is based are complete. Statements of estimated
construction cost and detailed cost estimates prepared by the
Engineer represent his best judgment as a design professional.
It is recognized, however, that neither the Engineer nor the
Client has any control over the cost of labor, materials, or
Agreement - Page 2
equipment, over the Contractors' methods of determining bid
prices, or over competitive bidding or market conditions.
Accordingly, the Engineer cannot and does not guarantee that bids
will not va~from any statement of estimated construction cost
or other cost estimate prepared by him.
5. Amendment of Plans and Specifications. When plans, specifica-
tions, and other documents have been prepared they will be
submitted to the Client for review and approval. An engineer
familiar wit~ the project will be available on request of the
Client for t~e purpose of explaining the plans and other
documents. The Engineers will make such modifications as may be
agreed upon before the final documents are issued.
6. Approval of ~egul~ory Agencies. The Engineers will assist the
Client to s~ure the necessary approvals for the facilities
planned.
®
Copies of Plans, Specifications, and Contract Documents. The
Engineers will furnish as a part of this Contract the following
copies of the plans, specifications, and contract documents.
a.~ A maximum of six sets to the Client for record purposes.
b. As many copies as may be required by the governmental
regulatory agencies involved.
As many copies as may be required by Contractors desiring to
submit bids on the work, it being understood that deposits
will be required to provide for the return of such plans and
specifications which may be issued to persons from whom no
bona fide bid is received by the Client.
d. After award, a maximum of ten sets of the complete plans,
specifications, and contract documents.
ee
When resident inspection is furnished by the Engineer as
provided in Article II, Section ll, a maximum of three
complete sets of drawings of the work, as it is finally
constructed, to the Client for record purposes, one of which
will be a set of transparencies.
Contract,Awards. A qualified representative of the Engineers
will attend meetings when the receipt of bids and the award of
contracts for construction work are under consideration and will
prepare a tabulation of bids.
GeneKal.Engin.eering Services During Construction. The Engineers
will periodically visit th~ site of the project to observe the
progress of the work. On the basis of these visits, the
Engineers will keep the Client informed of the progress of the
Agreement - Page 3
work. Such visits to the construction site and observations made
by the Engineers shall not relieve the Contractor of his obli-
gation to conduct comprehensive inspections of the work suffi-
cient to ensure conformance with the intent of the conformance
with the intent of the contract documents, and shall not relieve
the Contractor of his full responsibility for all construction
means, methods, techniques, sequences, and procedures necessary
for coordinating and completing all portions of the work under
the Construction Contract and for all safety precautions
incidental thereto, nor render the Engineer responsible for such
matters. Upon request, the Engineers shall review and explain
any matter which may not be clearly shown on the plans or in the
specifications,~including the modifications of documents if this
should be required. The Engineers shall prepare and recommend
approval of change orders when applicable. The Engineers shall
review the Contractor's shop drawings and material samples;
however, such review is for the sole purpose of determining if
the items submitted conform with the design concept and does not
extend to consideration of structural integrity, safety, possible
patent infringements, detailed compliance with the contract
documents or any other obligation of the Contractor. Such review
shall not relieve Contractor from its obligation to fully perform
all contract requirements nor shall such review give rise to any
right of action or suit in favor of Contractor or third person
against Engineer or Client.
10. Final Inspections. The Engineers will make a final inspection of
the completed construction work and report thereon to the Client
with recommendations concerning its acceptance.
ll. Resident Inspection of Construction and Field Staking. If
specifically authorized by the Client, the Engineers will furnish
the services of a resident inspector to provide on-site
inspection of the work of the Contractor during the period of
construction as well as field personnel and equipment necessary
for construction staking. The resident inspector shall be
experienced in the type of work to be done and will keep all
records, maps, and plans necessary for the preparation of final
record drawings. The resident inspector will make out monthly
reports of construction progress and monthly estimates as the
basis for payments to the Contractor as construction proceeds.
The resident inspector will attend the official meetings of the
Client each month when the above-mentioned reports and estimates
are being considered, and will also attend other meetings of the
Client when requested. Additional engineers, inspectors, or
assistants shall be provided by the Engineers with the approval
of the Client. The resident inspector and assistants will
endeavor to guard the Client against defects and deficiencies in
the work of the Contractor(s) and will report any significant
deviations from the requirements of the contract documents that
the resident inspector may observe. It is recognized, however,
Agreement - Page 4
that such inspection services cannot cover all of the work all of
the time and, therefore, it is agreed that such inspection will
not cause the Engineer to be responsible for those duties and
responsibilities of the Contractor as set forth in Section 9,
above, or other responsibilities of the Contractor which include,
but are not limited to, full responsibility for the techniques
and sequences of construction and the safety precautions
incidental thereto, and for performing the construction work in
accordance with the contract documents.
12. Special Services. ,There may be certain special services desired
by the Client beyond those listed above. The type and extent of
such special services, if any, cannot be determined at this
time. However, the Engineers agree to assist the Client and
perform such special services as the Client may request all in
order that the Client can best accomplish the objectives of
providing the facilities desired. Such services may include the
following:
Furnish survey personnel and equipment required to obtain
field information for preparation of easements and
property descriptions.
be
Furnish legal descriptions and provide personnel to
assist the Client or those designated by the Client to
obtain easements, rights-of-way, and property.
Ce
Arrange for personnel and equipment required to perform
subsurface explorations pertaining to foundation and/or
construction conditions.
d. Arrange for bacteriological, chemical, mechanical, or
other tests.
e. Provide expert testimony as may be required in connection
with the project.
Furnish written operating instructions and assemble
manufacturers' data and catalogs covering the equipment
installed in the project.
After completion of the project and acceptance from the
Contractor(s) by the Client, provide assistance and
supervision to train the Client's personnel for operation
and maintenance of the new facilities.
Agreement - Page 5
13. Compliance with Civil Rights Act. The Engineers shall comply
with all applicable provisions of the regulations issued pursuant
to the Civil Rights Act of 1964, in regard to nondiscrimination
in employment because of sex, race, creed, color, or national
origin.
14. Insurance. The Engineer shall maintain in its name insurance
coverage, subject to limitations and exclusions, for claims
against it under Workmen's Compensation Act and claims for bodily
injury, death or property damage which might arise from the
performance of their services under this agreement. Certificates
evidencing such insurance and the amounts thereof will be
furnished upon request.
15. Time Schedule. The Engineer shall begin work within a mutually
agreeable time after authorization and shall diligently prosecute
the work to meet the time schedule(s) agreed upon by the Client
and the Engineers. if unanticipated delay in issuance of
authorization or a change in scope causes the Engineer to incur
additional costs, the fees provided herein shall be adjusted
equitably.
ARTICLE III - OBLIGATION OF THE CLIENT
Authorization. The work required under this Contract shall not
'begin nor shall the Client assume any obligation for the work
involved until the Engineers are given authorization. The
authorization will set forth the scope of the project and a
mutually agreeable amount and type of fee. Such authorization
may be in the form of a letter or supplement to this agreement
and, when executed, becomes a part of this agreement.
Furnishing Data; Operation and Maintenance. In order to
facilitate the work as outlined above, the Client shall furnish
to the Engineer all information available to the Client having a
bearing on the project. Should it be necessary prior to design
and construction to locate underground structures and/or
utilities~ the Client shall cause such excavation and incidental
work connected therewith to be done at no extra cost to the
Engineer.
The Client shall be solely responsible for and shall defend and
indemnify the Engineer against claims, demands, or damages,
including attorney's fees, or any kind, actual or alleged,
arising out of or in connection with any failure to furnish such
information, or on account of errors or omissions pertaining to
information to be furnished to the Engineers by or on behalf of
the Client.
Agreement - Page 6
e
Client represents that upon completion of the project it will
operate and maintain the facilities properly and in accordance
with the objectives upon which the Engineers' design was
predicated; Client will defend and indemnify Engineers against
claims, demands, or actions arising out of Client's failure to so
operate and maintain said facilities.
Permits and Bids. The Client shall obtain and pay for permits
and licenses that may be required by local, state, or federal
authorities, shall obtain the necessary land, easements, and
rights-of-way, and shall pay the cost of publishing Advertisement
for Bids. ~'
Remuneration. The Client shall pay the sums as outlined below in
accordance with the services rendered:
ae
For the professional services as Outlined in Article II,
the Client shall pay the Engineer sums mutually agreed
upon at the time of authorization. Such sums shall be in
the form of: (1) lump sum, (2) cost times a factor, (3)
cost-plus-fixed-fee, or (4) per diem.
(1) Lump Sum. When the fee is based on a lump sum, such
sum together with the services to be rendered shall
be mutually agreed upon. The lump sum fee shall be
equitably adjusted in the event of changes in the
scope of work or delays beyond the control of the
Engineers.
(2) Salary Cost Times a Multiplier. The salary cost is
defined as the base payroll for time directly
chargeable to a project. The multiplier which is
applied to salary cost is a factor which compensates
the Engineer for direct overhead, indirect overhead,
and profit.
The factor shall be identified in a letter of
authorization or a supplement to this agreement. In
the event no factor is identified, the factor shall
be the one in effect with the Engineer at the time
' the letter of authorization or supplement is
executed. The multipliers specified in the letter of
authorization or supplement are subject to automatic
adjustment based on results of the annual audit of
the Engineer's overhead rate.
Other expenses directly related to the project will
be charged at cost, including mileage, transportation
costs, living allowances for personnel away from
home, long distance telephone, printing and
reproduction work, etc.
Agreement - Page 7
(3) Cost-Plus-Fixed-Fee. When the fee is based on
cost-plus-fixed-fee, the fixed fee shall be mutually
agreed upon~ The Engineer will be paid actual costs
including direct salaries for labor, plus direct
payroll overhead, and indirect overhead for general
and administrative costs plus expenses directly
related to the project including mileage, trans-
portation costs, living allowance for personnel away
from home, long distance telephone, printing and
reproduction work, etc.
The overhead rate shall be called out in'the letter
of authorization or supplement to this a~reement.
the event no rates are established in the letter of
authorization or supplement, the rate shall be the
ones in effect with the Engineer at the time of
letter of authorization or supplement is executed.
In
(4) Per Diem. When the fee is based on the per diem
'basis, the fees shall be based on the Engineer's
hourly rate schedule in effect at the time of
authorization, plus expenses as described in
paragraph (3) above. On all projects of more than
12-month duration, hourly rates shall be subject to
renegotiation on or after January 15 and July 15 of
each year, but not sooner than six months after
authorization.
For compensation utilizing salary cost times a
multiplier, cost-plus-fixed-fee, or per diem, the
Engineer agrees to use best efforts to perform the work
specified in the letter of authorization or supplement
and all obligations under this contract within such
estimated cost. If, at any time, the Engineer has reason
to believe that the total cost to the Client for the
performance of this contract will be greater than the
then estimated cost, the Engineer shall notify the Client
in writing to that effect, giving the revised estimate of
such total cost for the performance of this contract.
The Engineer shall not be obligated to continue
performance under the contract nor shall the client be
obligated to reimburse the Engineer for any costs in
excess of the current estimated cost until the Client
authorizes the revised estimate in writing. Any costs
incurred by the Engineer in excess of the estimated cost
prior to such increase shall be allowable to the same
extent as if such costs had been incurred after the
increase.
Agreement - Page 8
fo
Payments to the Engineer shall be on a monthly basis and
monthly statements for services will be submitted to the
Client and will be due and payable within 30 days
thereof. Interest will be payable on the unpaid balance
after 60 days from date of billing at the maximum rate
allowed by law unless otherwise specified in a letter or
supplement to this agreement.
If the Client directs that competitive bids be taken for
construction on alternate designs, such direction shall
be deemed a change in scope if it involves the prepara-
tion of additional designs, plans, and specifications for
such alternate designs.
If time of construction of a specific project is extended
because of circumstances beyond the control of the
Engineers, payments for Article II, Section 9, General
Engineering Services During Construction, shall apply
only through the period ending 30 calendar days after the
applicable completion date specified in the Construction
Contract of the project. Payment for this service beyond
30 days after said specified completion date shall be
paid for under Article III, Section 4.a.(2).
For technical and professional services performed 'for the
Engineers by others (soils investigations, laboratory
services, surveying, etc.), the Engineers shall be
reimbursed at their invoice cost.
ARTICLE IV - GENERAL
Termination. The Client may terminate this agreement by giving
the Engineers written notice of the abandonment or indefinite
postponement of the project. If any portion of the authorized
work covered by this agreement and begun by the Engineers shall
be abandoned, unreasonably delayed or indefinitely postponed the
Engineers may terminate this agreement. Whether or not
terminated, the Client shall pay the Engineers for the services
rendered in connection therewith prior to written notice of such
abandonment, delay, or postponement, payment to be based insofar
as possible on the amounts specifically established in this
agreement, or, where the agreement cannot be applied, on the
basis of the amounts prescribed in Article III, Section 4.a.(2).
Arbitration. Any dispute between the parties hereto arising out
of or related to this agreement shall be settled by arbitration
and the decision of the arbitrators shall be final and binding.
The arbitration shall be conducted pursuant to applicable
arbitration statutes of the state in which the project is located
except as otherwise specifically herein provided.
Agreement - Page 9
The arbitration shall be conducted by a panel of three
arbitrators selected as follows: Upon notice from the other
party, and within ten(10) days thereafter, each party shall
select an arbitrator and shall advise the other party of such
selection. The two arbitrators thus selected shall select a
third arbitrator, or if they are unable within ten (10) days to
agree upon such third arbitrator, the presiding judge of the
court of general jurisdiction in the county wherein the project
is or was to be located, upon request of either party, shall
designate'a third arbitrator. If either party fails or refuses
to designate its arbitrator within the ten-day period above
provided, upon request of the other party the presiding judge
shall designate such arbitrator, and such designation shall not
impair the authority of ~he presiding judge, if necessary, also
to designate the third arbitrator as provided in the preceding
sentence.
Third parties may be joined in the arbitration upon motion of
either party and with the consent of such third party. There-
after, such third parties shall be bound by this arbitration
agreement and by the award to the same extent as the original
parties to the arbitration.
The parties to the arbitration shall be entitled to such
discovery as would be available to them in the court of general
jurisdiction in the county where the project is located and the
arbitrators will have all of the authority of that court
incidental to such discovery including, but not limited to,
orders to produce documents or other materials and orders to
appear and submit to deposition and to impose appropriate
sanctions including, but not limited to, awarding against a party
for failure to comply with any order.
The rules of evidence for such court of general jurisdiction in
equity matters will apply during the arbitration.
Expenses and Fees. In the event of any arbitration or legal suit
or action, including any appeals therefrom, brought by either
party against the other to enforce any of the obligations
hereunder ~r arising out of any dispute concerning the terms and
conditions hereby created, the losing party shall pay the
prevailing party such reasonable amount for investigation costs,
attorneys' fees, and expert witness fees, as may be set by the
panel or court.
Agreement - Page l0
C
IN WITNESS WHEREOF, the parties hereto have caused this agreement
to be executed in duplicate by their respectively authorized officers or
representatives.
CITY OF ASHLAND, OREGON
Date
STRAAM Engineers, a Div(sion of
CRS GROUP ENGINEERS, INC.
G~lbert R. ~ei§s, Sr. ¥ice Pres.
Agreement - Page ll