HomeMy WebLinkAboutAgreement_General_06/11/2009 (5)GH2MHILL
STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is between CH2M HILL INC., ("ENGINEER"), and
VILLAGE of TEQUESTA
("OWNER")
for a PROJECT generally described as:
General Architectural & Engineering design services.
ARTICLE 1. SCOPE OF SERVICES
ENGINEER will perform the Scope of Services set forth
in Attachment A- Article 1.
ARTICLE 2. COMPENSATION
OWNER will compensate ENGINEER as set forth in
Attachment A -Article 2. Work performed under this
AGREEMENT may be performed using labor from
affiliated companies of ENGINEER. Such labor will be
billed to OWNER under the same billing terms
applicable to ENGINEER's employees.
ARTICLE 3. TERMS OF PAYMENT
OWNER will pay ENGINEER as follows:
3.1 Invoices and Time of Payment
ENGINEER will issue monthly invoices pursuant to
Attachment B. Invoices are due and payable within 30
days of receipt.
3.2 Interest
3.2.1 OWNER will be charged interest at the rate of
1-1/2% per month, or that permitted by law if lesser, on
all past-due amounts starting 30 days after receipt of
invoice. Payments will first be credited to interest and
then to principal.
3.2.2 In the event of a disputed billing, only the
disputed portion will be withheld from payment, and
OWNER shall pay the undisputed portion. OWNER will
exercise reasonableness in disputing any bill or portion
thereof. No interest will accrue on any disputed portion
of the billing until mutually resolved.
3.2.3 If OWNER fails to make payment in full within
30 days of the date due for any undisputed billing,
ENGINEER may, after giving 7 days' written notice to
OWNER, suspend services under this AGREEMENT
until paid in full, including interest. In the event of
suspension of services, ENGINEER will have no liability
to OWNER for delays or damages caused by OWNER
because of such suspension.
ARTICLE 4.OBLIGATIONS OF ENGINEER
4.1 Standard of Care
The standard of care applicable to ENGINEER's
Services will be the degree of skill and diligence
normally employed by professional engineers or
consultants performing the same or similar Services at
the time said services are performed. ENGINEER will
reperform any services not meeting this standard
without additional compensation.
4.2 Subsurface Investigations
In soils, foundation, groundwater, and other subsurface
investigations, the actual characteristics may vary
significantly between successive test points and sample
intervals and at locations other than where
observations, exploration, and investigations have been
made. Because of the inherent uncertainties in
subsurface evaluations, changed or unanticipated
underground conditions may occur that could affect total
PROJECT cost and/or execution. These conditions and
cost/execution effects are not the responsibility of
ENGINEER.
4.3 ENGINEER'S Personnel at Construction Site
4.3.1 The presence or duties of ENGINEER's
personnel at a construction site, whether as onsite
representatives or otherwise, do not make ENGINEER
or ENGINEER's personnel in any way responsible for
those duties that belong to OWNER and/or the
construction contractors or other entities, and do not
relieve the construction contractors or any other entity of
their obligations, duties, and responsibilities, including,
but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for
coordinating and completing all portions of the
construction work in accordance with the construction
Contract Documents and any health or safety
precautions required by such construction work.
4.3.2 ENGINEER and ENGINEER's personnel have
no authority to exercise any control over any
construction contractor or other entity or their
employees in connection with their work or any health or
safety precautions and have no duty for inspecting,
noting, observing, correcting, or reporting on health or
safety deficiencies of the construction contractor(s) or
other entity or any other persons at the site except
ENGINEER's own personnel.
4.3.3 The presence of ENGINEER's personnel at a
construction site is for the purpose of providing to
OWNER a greater degree of confidence that the
completed construction work will conform generally to
the construction documents and that the integrity of the
design concept as reflected in the construction
documents has been implemented and preserved by the
construction contractor(s). ENGINEER neither
guarantees the performance of the construction
contractor(s) nor assumes responsibility for construction
contractor's failure to perform work in accordance with
the construction documents.
FORM 398
REVISED 1/06
For this AGREEMENT only, construction sites include
places of manufacture for materials incorporated into
the construction work, and construction contractors
include manufacturers of materials incorporated into the
construction work.
4.4 Opinions of Cost, Financial Considerations, and
Schedules
In providing opinions of cost, financial analyses,
economic feasibility projections, and schedules for the
PROJECT, ENGINEER has no control over cost or price
of labor and materials; unknown or latent conditions of
existing equipment or structures that may affect
operation or maintenance costs; competitive bidding
procedures and market conditions; time or quality of
performance by operating personnel or third parties; and
other economic and operational factors that may
materially affect the ultimate PROJECT cost or
schedule. Therefore, ENGINEER makes no warranty
that OWNER's actual PROJECT costs, financial
aspects, economic feasibility, or schedules will not vary
from ENGINEER's opinions, analyses, projections, or
estimates.
If OWNER wishes greater assurance as to any element
of PROJECT cost, feasibility, or schedule, OWNER will
employ an independent cost estimator, contractor, or
other appropriate advisor.
4.5 Construction Progress Payments
Recommendations by ENGINEER to OWNER for
periodic construction progress payments to the
construction contractor(s) will be based on ENGINEER's
knowledge, information, and belief from selective
sampling that the work has progressed to the point
indicated. Such recommendations do not represent that
continuous or detailed examinations have been made
by ENGINEER to ascertain that the construction
contractor(s) have completed the work in exact
accordance with the construction documents; that the
final work will be acceptable in all respects; that
ENGINEER has made an examination to ascertain how
or for what purpose the construction contractor(s).have
used the moneys paid; that title to any of the work,
materials, or equipment has passed to OWNER free
and clear of liens, claims, security interests, or
encumbrances; or that there are not other matters at
issue between OWNER and the construction
contractors that affect the amount that should be paid.
4.6 Record Drawings
Record drawings, if required, will be prepared, in part,
on the basis of information compiled and furnished by
others, and may not always represent the exact
location, type of various components, or exact manner
in which the PROJECT was finally constructed.
ENGINEER is not responsible for any errors or
omissions in the information from others that is
incorporated into the record drawings.
4.7 Access to ENGINEER's Accounting Records
ENGINEER will maintain accounting records, in
accordance with generally accepted accounting
principles. These records will be available to OWNER
during ENGINEER's normal business hours for a period
of 1 year after ENGINEER'S final invoice for examination
to the extent required to verify the direct costs
(excluding established or standard allowances and
rates) incurred hereunder. OWNER may only audit
accounting records applicable to acost-reimbursable
type compensation.
4.8 ENGINEER'S Insurance
ENGINEER will maintain throughout this AGREEMENT
the following insurance:
(a) Worker's compensation and employer's liability
insurance as required by the state where the work is
perfonned.
(b) Comprehensive automobile and vehicle liability
insurance covering claims for injuries to members of the
public and/or damages to property of others arising from
use of motor vehicles, including onsite and offsite
operations, and owned, nonowned, or hired vehicles,
with $1,000,000 combined single limits.
(c) Commercial general liability insurance covering
claims for injuries to members of the public or damage
to property of others arising out of any covered
negligent act or omission of ENGINEER or of any of its
employees, agents, or subcontractors, with $1,000,000
per occurrence and in the aggregate.
(d) Professional liability insurance of $1,000,000
per occurrence and in the aggregate.
(e) OWNER will be named as an additional
insured with respect to ENGINEER's liabilities
hereunder in insurance coverages identified in items (b)
and (c) and ENGINEER waives subrogation against
OWNER as to said policies.
ARTICLE 5. OBLIGATIONS OF OWNER
5.1 OWNER-Furnished Data
OWNER will provide to ENGINEER all data in
OWNER's possession relating to ENGINEER'S services
on the PROJECT. ENGINEER will reasonably rely upon
the accuracy, timeliness, and completeness of the
information provided by OWNER.
5.2 Access to Facilities and Property
OWNER will make its facilities accessible to ENGINEER
as required for ENGINEER's performance of its services
and will provide labor and safety equipment as required
by ENGINEER for such access. OWNER will perform, at
no cost to ENGINEER, such tests of equipment,
machinery, pipelines, and other components of
OWNER's facilities as may be required in connection
with ENGINEER's services.
5.3 Advertisements, Permits, and Access
Unless othervvise agreed to in the Scope of Services,
OWNER will obtain, arrange, and pay for all
advertisements for bids; permits and licenses required
by local, state, or federal authorities; and land,
easements, rights-of--way, and access necessary for
ENGINEER's services or PROJECT construction.
5.4 Timely Review
OWNER will examine ENGINEER's studies, reports,
sketches, drawings, specifications, proposals, and other
documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial
advisors, and other consultants as OWNER deems
appropriate; and render in writing decisions required by
OWNER in a timely manner.
5.5 Prompt Notice
OWNER will give prompt written notice to ENGINEER
whenever OWNER observes or becomes aware of any
FORM 398
REVISED 1/06
development that affects the scope or timing of
ENGINEER's Services, or of any defect in the work of
ENGINEER or construction contractors.
5.6 Asbestos or Hazardous Substances
5.6.1 If asbestos or hazardous substances in any
form are encountered or suspected, ENGINEER will
stop its own work in the affected portions of the
PROJECT to permit testing and evaluation.
5.6.2 If asbestos is suspected, ENGINEER will, if
requested, manage the asbestos remediation activities
using a qualified subcontractor at an additional fee and
contract terms to be negotiated.
5.6.3 If hazardous substances other than asbestos
are suspected, ENGINEER will, if requested, conduct
tests to determine the extent of the problem and will
perform the necessary studies and recommend the
necessary remedial measures at an additional fee and
contract terms to be negotiated.
5.6.4 Client recognizes that CH2M HILL assumes no
risk and/or liability for a waste or hazardous waste site
originated by other than CH2M HILL.
5.7 Contractor Indemnification and Claims
5.7.1 OWNER agrees to include in all construction
contracts the provisions of Article 4.3, ENGINEER's
Personnel at Construction Site, and provisions providing
contractor indemnification of OWNER and ENGINEER
for contractor's negligence.
5.7.2 OWNER shall require construction
contractor(s) to name OWNER and ENGINEER as
additional insureds on the contractor's general liability
insurance policy.
5.7.3 OWNER agrees to include the following clause
in all contracts with construction contractors, and
equipment or materials suppliers:
"Contractors, subcontractors, and equipment and
material suppliers on the PROJECT, or their sureties,
shall maintain no direct action against ENGINEER,
ENGINEER's officers, employees, affiliated
corporations, and subcontractors for any claim arising
out of, in connection with, or resulting from the
engineering services performed. OWNER will be the
only beneficiary of any undertaking by ENGINEER."
5.8 OWNER's Insurance
5.8.1 OWNER will maintain property insurance on all
pre-existing physical facilities associated in any way
with the PROJECT.
5.8.2 OWNER will provide for a waiver of
subrogation as to all OWNER-carried property damage
insurance, during construction and thereafter, in favor of
ENGINEER, ENGINEER's officers, employees,
affiliates, and subcontractors.
5.8.3 OWNER will provide (or have the construction
contractor(s) provide) a Builders Risk All Risk insurance
policy for the full replacement value of all PROJECT
work including the value of all onsite OWNER-furnished
equipment and/or materials associated with
ENGINEER's services. Such policy will include
coverage for loss due to defects in materials and
workmanship and errors in design, and will provide a
waiver of subrogation as to ENGINEER and the
construction contractor(s) (or OWNER), and their
respective officers, employees, agents, affiliates, and
subcontractors. OWNER will provide ENGINEER a copy
of such policy.
5.9 Litigation Assistance
The Scope of Services does not include costs of
ENGINEER for required or requested assistance to
support, prepare, document, bring, defend, or assist in
litigation undertaken or defended by OWNER. All such
Services required or requested of ENGINEER by
OWNER, except for suits or claims between the parties
to this AGREEMENT, will be reimbursed as mutually
agreed.
5.10 Changes
OWNER may make or approve changes within the
general Scope of Services in this AGREEMENT. If such
changes affect ENGINEER's cost of or time required for
performance of the services, an equitable adjustment
will be made through an amendment to this
AGREEMENT.
ARTICLE 6. GENERAL LEGAL PROVISIONS
6.1 Authorization to Proceed
Execution of this AGREEMENT by OWNER will be
authorization for ENGINEER to proceed with the work,
unless otherwise provided for in this AGREEMENT.
6.2 Reuse of PROJECT Documents
All reports, drawings, specifications, documents, and
other deliverables of ENGINEER, whether in hard copy
or in electronic form, are instruments of service for this
PROJECT, whether the PROJECT is completed or not.
OWNER agrees to indemnify ENGINEER and
ENGINEER's officers, employees, subcontractors, and
affiliated corporations from all claims, damages, losses,
and costs, including, but not limited to, litigation
expenses and attorney's fees arising out of or related to
the unauthorized reuse, change or alteration of these
PROJECT documents.
6.3 Force Majeure
ENGINEER is not responsible for damages or delay in
performance caused by acts of God, strikes, lockouts,
accidents, or other events beyond the control of
ENGINEER. In any such event, ENGINEER'S contract
price and schedule shall be equitably adjusted.
6.4 Limitation of Liability
6.4.1 To the maximum extent permitted by law,
ENGINEER's liability for OWNER's damages will not, in
the aggregate, exceed $1,000,000.
6.4.2 This article takes precedence over any
conflicting article of this AGREEMENT or any document
incorporated into it or referenced by it.
6.4.3 This limitation of liability will apply whether
ENGINEER's liability arises under breach of contractor
warranty; tort; including negligence; strict liability;
statutory liability; or any other cause of action, and shall
include ENGINEER's officers, affiliated corporations,
employees, and subcontractors.
6.5 Termination
6.5.1 This AGREEMENT may be terminated for
convenience on 30 days' written notice, or for cause if
either party fails substantially to perform through no fault
of the other and does not commence correction of such
nonperformance within 5 days of written notice and
diligently complete the correction thereafter.
FORM 398
REVISED 1/06
6.5.2 On termination, ENGINEER will be paid for all
authorized services performed up to the termination
date plus termination expenses, such as, but not limited
to, reassignment of personnel, subcontract termination
costs, and related closeout costs.
6.6 Suspension, Delay, or Interruption of Work
OWNER may suspend, delay, or interrupt the Services
of ENGINEER for the convenience of OWNER. In such
event, ENGINEER's contract price and schedule shall
be equitably adjusted.
6.7 No Third-Party Beneficiaries
This AGREEMENT gives no rights or benefits to anyone
other than OWNER and ENGINEER and has no third-
party beneficiaries.
6.8 Indemnification
6.8.1 ENGINEER agrees to indemnify OWNER for
any claims, damages, losses, and costs, including, but
not limited to, attorney's fees and litigation costs, arising
out of claims by third parties for property damage or
bodily injury, including death, to the proportionate extent
caused by the negligence or willful misconduct of
ENGINEER, ENGINEER's employees, affiliated
corporations, and subcontractors in connection with the
PROJECT.
6.8.2 OWNER agrees to indemnify ENGINEER from
any claims, damages, losses, and costs, including, but
not limited to, attorney's fees and litigation costs, arising
out of claims by third parties for property damage or
bodily injury, including death, to the proportionate extent
caused by the negligence or willful misconduct of
OWNER, or its employees or contractors in connection
with the PROJECT.
6.9 Assignment
This is a bilateral personal Services AGREEMENT.
Neither party shall have the power to or will assign any
of the duties or rights or any claim arising out of or
related to this AGREEMENT, whether arising in tort,
contract or otherwise, without the written consent of the
other party. Any unauthorized assignment is void and
unenforceable. These conditions and the entire
AGREEMENT are binding on the heirs, successors, and
assigns of the parties hereto.
6.10 Consequential Damages
To the maximum extent permitted by law, ENGINEER
and ENGINEER's affiliated corporations, officers,
employees, and subcontractors shall not be liable for
OWNER's special, indirect, or consequential damages,
whether such damages arise out of breach of contract
or warranty, tort including negligence, strict or statutory
liability, or any other cause of action. In order to protect
ENGINEER against indirect liability or third-party
proceedings, OWNER will indemnify ENGINEER for any
such damages.
6.11 Waiver
OWNER waives all claims against ENGINEER,
including those for latent defects, that are not brought
within 2 years of substantial completion of the facility
designed or final payment to ENGINEER, whichever is
earlier.
6.12 Jurisdiction
The substantive law of the state of the PROJECT site
shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims
related to it.
6.13 Severability and Survival
6.13.1 If any of the Provisions contained in this
AGREEMENT are held for any reason to be invalid,
illegal, or unenforceable, the enforceability of the
remaining provisions shall not be impaired thereby.
6.13.2 Limitations of liability, indemnities, and other
express representations shall survive termination of this
AGREEMENT for any cause.
6.14 Materials and Samples
Any items, substances, materials, or samples removed
from the PROJECT site for testing, analysis, or other
evaluation will be returned to the PROJECT site within
60 days of PROJECT close-out unless agreed to
otherwise. OWNER recognizes and agrees that
ENGINEER is acting as a bailee and at no time
assumes title to said items, substances, materials, or
samples.
6.15 Engineer's Deliverables
Engineer's deliverables, including record drawings, are
limited to the sealed and signed hard copies. Computer-
generated drawing files furnished by ENGINEER are for
OWNER or others' convenience. Any conclusions or
information derived or obtained from these files will be
at user's sole risk.
6.16 Dispute Resolution
The parties will use their best efforts to resolve amicably
any dispute, including use of alternative dispute
resolution options.
6.17 Ownership of Work Product and Inventions
All of the work product of the ENGINEER in executing
this PROJECT shall remain the property of ENGINEER.
OWNER shall receive a perpetual, royalty-free, non-
transferable, non-exclusive license to use the
deliverables for the purpose for which they were
intended. Any inventions, patents, copyrights, computer
software, or other intellectual property developed during
the course of, or as a result of, the PROJECT shall
remain the property of the ENGINEER.
ARTICLE 7. ATTACHMENTS, SCHEDULES, AND
SIGNATURES
This AGREEMENT, including its attachments and
schedules, constitutes the entire AGREEMENT,
supersedes all prior written or oral understandings, and
may only be changed by a written amendment executed
by both parties. The following attachments and
schedules are hereby made a part of this
AGREEMENT:
Attachment A-Scope of Services
Attachment B-Compensation
FORM 398
REVISED 1/06
IN WITNESS WHEREOF, the parties execute below:
For OWNER, VILLAGE of TEQUESTA
dated this ~ ~ day of ~~'(~1 20 G~7
Signature ture
Name (printed) I ti l i n -~a,~~ Co u. ~ Name
Title U ~~ L IA P .F_ /L/1/1 P.or Title
A~-~es+
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1.Dn YYl Clc) •~ ~ I ~ Q~,~~oF,,,~,,
r . ~ . ~ ?~ ~..•'n~RPriT
For ENGINEER, CH2M HILL INC.,
dated this D 7 day of ~'IRyj 20 0
Signature ~ 1,,~' L
Name (printed) Ca~^~, ~ ~ov/~3i~
Title (`lCc, ~I~~Cs%~tc r-4 :'`
FORM 398
REVISED 1106
Signature
S ~~ `~
C m,D
lN~o q . -~
`~ . 9p~9ATF0
Name (printed)
Title
5
VILLAGE OFJUPITER -TASK ORDER 43
SCOPE & ATTACHMENT A -COMPENSATION
Provide professional services for the Village of Tequesta ("VILLAGE") to evaluate the structural
integrity of three structures located at 479 Seabrook Road, Trquesta, Florida based upon observable
exterior conditions as per our Master Service Agreement signed on June 11, 2009.
SCOPE OF WORK
CONSULTANT will perform the following service:
TASK A.. EVALUATION PRASE
1. Visit the site of the three residential structures to observe the exterior structural condition of
visible components. Not to exceed four (4) hours. Price and scope is based upon clear access being
available to the entire facility and structural connections.
2. Prepare a report of the findings from the evaluation conducted in Task 1, based upon the
review and presentation of the findings. CONSULTANT will render an opinion of the condition of
each building structures structural condition. Not to exceed four (4) hours. Price and Scope are based
upon a structural evaluation only and does not include review of Architectural, Electrical., Mechanical
or roofing systems.
TASK B. ADDITIONAL SERVICES
1. Provide Additional Services beyond Task A, as mutually agreed to.
BASIS OF PERFORMANCE AND PRICE:
1. The Village will provide escorted access to the site.
2. No destructive investigation is included.
3. No environmental evaluation is included.
4. No destructive or non-destructive testing is included.
COMPENSATION:
Compensation by Client to CH2M HILL will be on the basis of a Lump Surn fee including labor and
expenses for Task A.
TASK A: Evaluation Phase $1,800.00
AUTHORIZATION TO PROCEED:
For Owner:
Signature:
Name: - w'za27
Title: : ~ t
Date: ''I .. ~ ' o
For Engineer:
~'""
Signature: /n,, /
Name: ~~Iti'yY~ • yf7 av/1`as
Title: /~- ~~' /'~ 4~~E's~~is~
Date: r- / ~ -2a''°j