HomeMy WebLinkAboutAnchor Engineering, Inc. 2008-08-25AGREEMENT FOR CONSULTING SERVICES
for
City of Ukiah Orchard Avenue Bridge & Related Street Improvements
THIS AGREEMENT is made and entered into this 25th day of August, 2008, by and between City of Ukiah,
hereinafter referred to as "CLIENT" and Anchor Engineering, Inc., hereinafter referred to as "CONSULTANT."
SCOPE OF SERVICES
PART A-Scope of Work
1. Prepare a "reconnaissance-level" constructability review for the City of Ukiah Orchard Avenue Bridge & Related Street
Improvements project to check for major flaws that could cause delays and/or major cost impacts during bidding,
award, and construction. The scope of the review is limited by the budget and may not be complete or exhaustive.
There may be additional flaws that will be undetected by us because of the budget and scope limitations; these
undetected flaws are not considered errors or omissions of any nature, negligent or otherwise.
PART B - ADDITIONAL SERVICES - None
PART C - TIME OF COMPLETION
All work will be completed before 26 September 2008
PART D - COST ESTIMATE AND WORKHOUR ESTIMATE
The not-to-exceed budget is $5,000 (five thousand dollars).
PART E - FEE SCHEDULE
Lump sum payable when constructability review is submitted.
PART F - EXCLUSIONS - N/A
PART G - STAFFING & ORGANIZATION
Rick Nedell, P. E. and Chris Coles, P. E. are the staff who will perform most of the work.
IN WITNESS WHEREOF, the CLIENT and CONSULTANT have caused this AGREEMENT WITH CLIENT to be
executed, all as of the day and year first above written.
City of Ukiah
City Anchor Engineering, Inc.
ers
Jane g%ger
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AGREEMENT FOR CONSULTING SERVICES
for
City of Ukiah Orchard Avenue Bridge & Related Street Improvements
GENERAL CONDITIONS
I . Consultant shall invoice Client periodically for the services performed under this Agreement. Client shall pay such invoices upon receipt. Invoices not paid within thirty (30) days
of the invoice date shall be subject to a late payment charge of]-1/2 percent per month. The invoice amounts shall be presumed to be correct unless Client notifies Consultant in
writing within fourteen (14) days of receipt.
2. If Client fails to pay an invoice when due, Consultant may suspend all services until such invoice is paid in full. If payment in full is not made within sixty (60) days of the invoice
date, Consultant may treat such nonpayment as a material breach of this Agreement by the Client and may terminate this Agreement.
3. The rates charged for Services are based on the current Consultant's Fee Schedule which is modified periodically. All Services rendered after a new Fee Schedule is in effect shall
be billed at the new rates.
4. Consultant shall perform its services in a manner consistent with the standard of care and skill ordinarily exercised by members of the profession practicing under similar conditions
in the geographic vicinity and at the time the services are performed. No warranty, representation, or guarantee, express or implied, is made or intended by this Agreement.
5. Consultant's inspection or observation services, if any, shall be limited to periodic observation of construction operations to provide Client with an understanding of the general
nature, progress, and quality of the work. Unless otherwise agreed in writing, Consultant shall not be responsible for continuous or exhaustive inspection of the work nor for
quality assurance/quality control (QA/QC) inspections. In no event shall Consultant be responsible for the means and methods of construction or for the safety procedures
employed by the construction contractor. The construction contractor shall be solely responsible for construction defects and Consultant assumes no liability for such construction
defects no matter when they are discovered. This paragraph defines the role and duties of Consultant in providing construction inspection or observation services and supersedes
all other definitions. The following are excluded unless included in Part A above: design & design related services, geoteclmical services, hazardous materials services, surveying,
materials testing, QA/QC, and all other services not specifically stated in Part A above.
6. Consultant shall sign certifications only if Consultant approves the form of such certification prior to the commencement of services, and provided such certification is limited to a
statement of professional opinion and does not constitute a warranty or guarantee, express or implied.
7. Services provided under this Agreement, including all reports, information or recommendations prepared or issued by Consultant, are for the exclusive use of the Client for the
Project specified. No other use is authorized under this Agreement. Client will not distribute or convey Consultant's reports or recommendations to any person or organization
other than those identified in the Project description without Consultant's written authorization. Client releases Consultant from liability and agrees to defend, indemnify, protect
and hold harmless Consultant from any and all claims, liabilities, damages or expenses arising, in whole or in part, from such unauthorized distribution.
8. Consultant's reports, maps, field data, drawings, test results and other similar documents are instruments of professional service, not products. Consultant reserves the right to
copyright such documents; however, such copyright is not intended to limit the Client's use of the services provided under this Agreement other than as described in paragraph 7.
9. Client shall secure the permission necessary to allow Consultant's personnel and equipment access to the Project site at no cost to Consultant.
10. Consultant is not responsible for the completion or quality of work that is dependent upon or performed by the Client or third parties not under the direct control of Consultant,
nor is Consultant responsible for their acts or omissions or for any damages resulting therefrom.
11. Neither Client nor any other person may change or modify Consultant's work product without Consultant's written authorization. Client releases Consultant from liability and
agrees to defend, indemnify, protect, and hold harmless Consultant from any and all claims, liabilities, damages, or expenses arising, in whole or in part, from such unauthorized
changes or modifications.
12. Client waives any and all claims against Consultant and agrees to defend, indemnify, protect and hold harmless Consultant from any and all claims, liabilities, damages or
expenses, including but not limited to delay of the Project, reduction of property value, fear of or actual exposure to or release of toxic or hazardous substances, defense costs,
construction defects, and any consequential damages o£wltatever nature, which may arise directly or indirectly as a result of the services provided by Consultant under this
Agreement, unless such injury or loss is caused by the sole negligent acts, errors, or omissions, or willful misconduct of Consultant.
13. Client agrees to limit Consultant's liability owing to professional negligence and to any liability arising out of or relating to this Agreement to fifty thousand dollars ($50,000) or
the amount of Consultant's fee that has been paid, whichever is smaller. This limit applies to all services on this Project, whether provided under this or subsequent agreements,
unless modified in writing, agreed to and signed by authorized representatives of the parties.
14. All disputes between Consultant and Client shall be subject to non-binding mediation. Either party may demand mediation by serving a written notice stating the essential nature
of the dispute and the amount of time or money claimed, and requiring that the mediation proceeds within sixty (60) days of service of notice. The mediation shall be administered
by the American Arbitration Association or by such other person or organization as the parties may agree upon. No action or suit may commence unless the mediation does not
occur within ninety (90) days after service of notice, the mediation occurred but did not resolve the dispute, or a statute of limitation would elapse if suit was not filed prior to sixty
(60) days after service of notice.
15. Consultant is protected by Workers' Compensation Insurance, Employers Liability Insurance, Genera! Liability Insurance, and Automobile Liability Insurance for bodily injury and
property damage and will famish evidence thereof upon request. Consultant assumes the risk of damage to its own supplies and equipment.
16. Client shall be responsible for jobsite safety, except for Consultant's employees, subcontractors or subconsultants. Client agrees that Consultant's sole responsibility for safety is
as an exposing employer and Consultant shall have no liability as a creating, correcting, or controlling employer.
17. In the event Consultant's work is interrupted due to delays other than delays caused by Consultant, Consultant shall be compensated equitably (in accordance with Consultant's
current Schedule of Charges) for the additional labor or other charges associated with maintaining its work force for Client's benefit during the delay, or at the option of the Client,
for such similar charges that are incurred by Consultant for demobilization and subsequent remobilization.
18. If, during the course of performance of this Agreement, conditions or circumstances are discovered which were not contemplated by Consultant at the comunencement of this
Agreement, Consultant shall notify Client in writing of the newly discovered conditions or circumstances, and Client and Consultant shall renegotiate, in good faith, the terms and
conditions of this Agreement. If amended terms and conditions cannot be agreed upon within thirty (30) days after notice, Consultant may terminate this Agreement and be
compensated under paragraph 21 in this Agreement.
19. This Agreement maybe terminated by either party upon ten (10) days written notice sent first class mail, return receipt requested. In the event of a termination, Client shall pay for
all reasonable charges for work performed and demobilization by Consultant through the tenth (10th) day after mailing the notice of termination. The limitation of liability and
indemnity obligations of this Agreement shall be binding notwithstanding any termination of this Agreement.
20. Except for actions, such as for enforcement of mechanic's liens, which are required by statute to be brought in a specific venue, in the event that litigation is instituted under the
terms of this Agreement, the same is to be brought and tried in the judicial jurisdiction of the court of the county in which this Agreement is signed. Client waives the right to have
the suit brought, or tried in, or removed to, any other county or judicial jurisdiction.
21. Neither Client nor Consultant shall assign its interest in this Agreement without the written consent of the other.
22. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between the parties. The terms of this agreement will
prevail over any different or additional terms in Client's purchase order or other forms unless agreed in writing by Consultant. Any modifications to this Agreement shall be in
writing and signed by authorized representatives of the parties. One or more waivers of any term, condition, or covenant by either party shall not be construed as a waiver of any
other term, condition, or covenant.
END OF AGREEMENT
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