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HomeMy WebLinkAboutTetra Tech, Inc. Contract for Engineering Services This AGREEMENT is made and becomes effective this "~,.~[ day of ~-~ 2005, by and between Tetra Tech, Inc., hereinafter called "Consultant," and the Jeffemonville, Indiana Sewer Board, hereinafter called "Client" for the Long Term COntrol Plan and 20-Year Master Plan Independent Technical Review, hereinafter called the "Project." Purpose The purpose of this AGREEMENT is to engage Consultant to perform engineering consulting services for Client in accordance with the terms and condition~ set forth in the following sections and attachments referenced herein which, together with the acceptance, shall constitute the entire AGREEMENT superseding any and ali previous correspondence and arrangements. This AGREEMENT may be amended or modified by written instrument, but such instrument is valid only upon signature by both parties. Services Consultant will perform services for the Project as set forth in the provisions for Scope of Work/Fee/Schedule below and in accordance with these Terms & Cundifions. Consultant has developed the Project scope of service, schedule, and compensation based on available information and various assumptions. The Client acknowledges that adjustments to the schedule and compensation may be necessary based on the actual circumstances encountered by Consultant in performing their services. Consultant is authorized to proceed with services upon receipt of an executed AGREEMENT. ScOpe of Work/Fee/Schedule Consultant agrees to perform for Client the following services in accordance with the terms and conditions outlined in this AGREEMENT. ScOpe of Work- See Attachment A, Scope of Work Fee - See Attachment B, Project Fees Schedule - Work under this AGREEMENT shall not commence until Consultant receives Client's execution of this AGREEMENT. Schedule is included as Attachment C. Compensation In consideration of the services performed by Consultant, the Client shall pay Consultant in the manner set forth above. The parties acknowledge that terms of compensation are based on an orderly and continuous progress of the Project. Compensation shall be equitably adjusted for delays or extensions of time beyond the control of Consultant. Fee Definitions The following fee types shall apply to methods of payment: Lump Sum - a fixed price amount for the scope of services described each ',:nit Reimbur:able ExFcn:a:: ~rc'Aded by ether p~ties tc Czn:'alt~,mt ~,,nd a markup to Payment Terms Consultant shall submit invoices at least once per month for services performed and Client shall pay the full invoice amount within 30 days of the invoice date. Client payment to Consultant is not contingent on arrangement of project financing or receipt of funds from a third party. In the event the Client disputes the invoice or any portion thereof, the unditsputed portion shall be paid to Consultant based on terms of this AGREEIvlEaNT. Invoices not in dispute and unpaid after 30 days shall accrue interest at the rate of one and one-half percent per month (or the maximum percentage allowed by law, whichever is the lesser). Invoice payment delayed beyond 60 days shall give Consultant the right to stop work until payments are current. Non-payment beyond 70 days shall be just cause for termination by Consultant. Additional Services The Client and Consultant acknowledge that additional services may be necessary for the Project to address issues that may not be known at Project initiation or that may be required to address circumstances that were not foreseen. In that event, Consultant shall submit a fee estimate for such services and a contract modification shall be negotiated and approved by the Client prior to any effort being expended on such services. Site Access The Client shall obtain all necessary approvals for Consultant to access the Project site(s). Standard of Cure Services provided by Consultant will be performed with the care and skill ordinarily exercised by members of the same profession practicing under similar circumstances. Period of Service Consultant shall perform the services for the Project in a timely manner consistent with sotmd professional practice. Consultant will strive to perform its services according to the Project schedule set forth in the provisions for Scope of Work/Fee/Schedule above. The services of each task shall be considered complete when deliverables for the task have been presented to the Client. Consultant shall be entitled to an extension of time for any delay beyond Consultant control. Insurance and Liability Consultant shall maintain the following insurance and coverage limits during the period of service. The Client will be named as an additional insured on the Commercial General Liability and Automobile Liability insurance policies. Worker's Compensation - as required by applicable state statute. Commercial General Liability - $1,000,000 per occurrence for bodily injury, including death and property damage, and $2,000,000 in the aggregate. Automobile Liability - minimum of $1,000,000 combined single limit for bodily injury and property damage. Professional Liability (E&O) - $1,000,000 each claim and in the aggregate Indemnification Consultant shall indenmify and hold harmless the Client and its employees from any liability, settlements, loss, or costs (including reasonable attorneys' fees and costs of defense) to the extent caused solely by the negligent act, error, or omission of Consultant in the performance of services under this AGREEMENT. If such damage results in part by the negligence of another party, Consultant shall be liable only to the extent of Consultant's proportional negligence. Dispute Resolution The Client and Consultant agree that they shall diligently pursue resolution of all disagreements within 45 days of either party's written notice using a mutually acceptable form of mediated dispute resolution prior to exercising their riFitts under law. Consultant shall continue to perform services for the Project and the Client shall pay for such services during the dispute resolution process unless the Client issues a written notice to suspend work. Termination The Client or Consultant may terminate services on the Project upon seven (7) days written notice in the event of substantial failure by the other party to fulfill its obligations of the terms hereunder. Consultant shall submit an invoice for services performed up to the effective date of termination and the Client shall pay Consultant all outstanding invoices within fourteen (14) days. The Client may withhold an amount for services that may be in dispute provided that the Client furnishes a written notice of the basis for their dispute and that the amount withheld represents a reasonable value. Authorized Representative The Project Manager assigned to the Project by Consultant is authorized to make decisions or commitments related to the project on behalf of Consultant. The Client shall designate a representative with similar authority. Only officers of Consultant are authorized to execute contracts and/or work orders on behalf of Consultant. Independent Consultant Consultant shall serve as an independent consultant for services provided under this agreement. Consultant shall retain control over the means and methods used in performing Consultant's services and may retain subconsultants to perform certain services as determined by Consultant. Compliance with Laws Consultant shall perform its services consistent with sound professional practice and endeavor to incorporate laws, regulations, codes, and standards applicable at the time the work is performed. In the event that standards of practice change during the Project, Consultant shall be entitled to additional compensation where additional services are needed to conform to the standard of practice. Limitation of Liability In recognition of the relative risks and benefits of the project to both the Client and Consultant, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of Consultant and its subconsultants to the Client and to all construction contractors and subcontractors on the project for any and all claims;, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, so that the total aggregate liability of Consultant and its subconsultants to all those named shall not exceed $50,000 or the amount of Consultant's total fee paid by the Client for services under this Agreement, whichever is the lesser. Such claims and causes include, but are not limited to negligence, professional errors or omissions, strict liability, breach of contract or warranty. Consequential Damages Neither the Client nor Consultant shall be liable to the other for any consequential damages regardless of the nature or fault. Safety Consultant shall be responsible solely for the safety precautions or programs of its employees and no other party. Information J~om Other Parties The Client and Consultant acknowledge that Consultant will rely on information furnished by other parties in performing its services under the Project. Consultant shall not be liable for any damages that may be incurred by the Client in the use of third party information. Force Majeure Consultant shall not be liable for any damages caused by any delay that is beyond Consultant's reasonable control. Suspension of Work The Client may suspend services performed by Consultant with cause upon fourteen (14) days written notice. Consultant shall submit an invoice for services performed up to the effective date of the work suspension and the Client shall pay Consultant all outstanding invoices within fourteen (14) days. If the work suspension exceeds thirty (30) days from the effective work suspension date, Consultant shall be entitled to renegotiate the Project schedule and the compensation terms for the Project. Waiver of Rights The failure of either party to enforce any provision of these terms and conditions shall not constitute a waiver of such provision nor diminish the right of either party to the remedies of such provision. Warranty Consultant warrants that it will deliver services under the AGREEMENT within the standard of care. No other expressed or implied warranty is previded by Consultant. Severability Any provision of these terms later held to violate any law shall be deemed void and all remaining provisions shall continue in force. In such event, the Client and Consnltant will work in good faith to replace an invalid provision with one that is valid with as close to the original meaning as possible. Survival All provisions of these terms that allocate responsibility or liability between the Client and Consultant shall survive the completion or termination of services for the Project. Assignments Neither party shall assign ks rights, interests, or obligations under the Project without the express written consent of the other party. Page 2 of 3 Governing Law The terms of agreement shall be governed by the laws of the state where the services are performed provided that nothing contained herein shall be interpreted in such a manner as to render it unenforceable under the laws of the state in which the Project resides. Collection Costs In the event that legal action is necessary to enforce the payment provisions of this AGREEMENT if Client fails to make payment within sixty (60) days of the invoice date, Consultant shall be entitled to collect from the Client any judgment or settlement sums due, reasonable attorneys' fees, court costs, and expenses incurred by Consultant in connection therewith and, in addition, the reasonable value of Consultant's time and expenses spent in connection with such collection action, computed at Consultant's prevailing fee schedule and expense policies. Equal Employment Opportunity Consultant will comply with federal regulations pertaining to Equal Employment Opportunity. Consultant is in compliance with applicable local, state, and federal regulations concerning minority hiring. It is Consultant's policy to ensure that applicants and employees are treated equally without regard to race, creed, sex, color, religion, veteran status, ancestry, citizenship status, national origin, marital status, sexual orientation, or disability. Consultant expressly assures all employees, applicants for employment, and the community or its continuous commitment to equal opportunity and fair employment practices. Attorney Fees Should there be any suit or action instituted to enforce any right granted in this contract, the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable attorney fees from the other party. The party that is awarded a net recovery against the other party shall be deemed the substantially prevailing party unless such other party has previously made a bona fide offer of payment in settlement and the amount of recovery is the same or less than the amount offered in settlement. Reasonable attorney fees may be recovered regardless of the forum in which the dispute is heard, including an appeal. Notices All notices given under the terms of this AGREEMENT shall be sent to: FOR CONSULTANT: Richard H. Holstein IV, P.E., Project Manager 2000 Warrington Way, Suite 245 Louisville, Kentucky 40223 502-569-9010 Rick.holstein @ tetratech.com FOR CLIENT: The parties have read the foregoing, understand completely the terms and conditions, and willingly enter into this AGREEM3ENT. FOR CONSULTANT: David B. Servis, P.E Regional Operattons Director FOR CLIENT: Cliel~ignature RobL~r'fL. Wai~, Jr. President, Jeffersonville Sewer Board Page 3 of 3