Independent Consultant Agreement

Agreement for Professional Services

BY AND BETWEEN THE CITY OF , AND . FOR GENERAL ENGINEERING SERVICES

THIS AGREEMENT, made effective this the day of , 20, by and between the CITY OF , , hereafter called OWNER, and , Consulting Engineers, having its principal place of business at , , , , hereinafter called the ENGINEER.

WITNESSETH:

WHEREAS, the OWNER desires to employ the services of the ENGINEER for the purpose of supporting, supplementing and advising the OWNER's Department of Public Works in matters of planning, zoning and construction by third party interests as such matters are governed by the OWNER's ordinances in effect at the time of review, and WHEREAS, the OWNER further desires to employ the services of the ENGINEER for the purpose of supporting and supplementing the OWNER's Department of Public Works in its mission to construct, re-construct, modify or improve its municipal system, sewer system, streets, roads, bridges, drainage facilities and such other matters that are the corporate responsibility of the City of , and

WHEREAS, the OWNER desires the ENGINEER to perform the necessary services on a case by case or project by project basis within the scope defined by the OWNER at the time of assignment of the work to the ENGINEER, and

WHEREAS, the ENGINEER desires to provide all necessary services that may be required by the OWNER in support of the Department of Public Works.

NOW THEREFORE, BE IT MUTUALLY AGREED, by and between the OWNER and the ENGINEER that the ENGINEER shall perform all assignments in a timely and efficient manner.

OWNER and the ENGINEER further agree that compensation to the ENGINEER shall be on an hourly basis plus direct related expenses as set forth hereinafter and that the terms and conditions also set forth hereinafter shall govern the services provided by the ENGINEER.

Part I. ENGINEERING CHARGES

HOURLY RATE SCHEDULE

A. In accordance with the Terms and Conditions of this Agreement, the ENGINEER shall provide professional services for which the OWNER shall compensate the ENGINEER on the basis of the hourly rate schedule below.

A.1 Principal's' time and employees' time rendered as Additional Services shall be charged at the respective hourly rate:

Classification / Hourly Rate
Principal
Project Engineer/Architect
Engineer
Program Specialist
Technical Coordinator
Engineering Technician I
Engineering Technician II
Engineering Technician III
Engineering Technician IV
Engineering Technician V
Clerical
Licensed Surveyor (individual)
2- May Survey Crew
3- May Survey Crew
4- May Survey Crew
5- May Survey Crew
Computer Aided Design and Drafting

A.2. Cost of specialized services (i.e., soil borings, testing, surveys, analyses, etc.) of other professional consultants employed by the ENGINEER to provide such specialized services shall be charged at the actual cost billed the ENGINEER plus a fee of percent (0%).

A.3 Additional or extended services provided by the ENGINEER during construction made necessary by fire, defects, prolonged schedules, acceleration, or Contractor default shall be in addition to the stated ceiling of and shall be based on the hourly rates established in paragraph A.1, and all reimbursable expenses incurred as defined in paragraph A.4 below.

A.4 Reimbursable Expenses - As defined herein, shall be paid for at the actual cost billed the ENGINEER.

A.4.1 Transportation via company owner or employee owned vehicles of the ENGINEER when used in connection with the performance of the work shall be billed to the OWNER at the rate of CENTS ONLY ($0.00) per mile plus AND 00/100 DOLLARS ($00.00) for each hour the vehicle is used in performance of the work.

A.4.2 Expense of long distance or toll telephone calls, telegrams, messenger service, field office expenses, and fees paid for securing approval of authorities having jurisdiction over the assigned Projects.

A.4.3 Printing and reproduction charges for work performed in-house will be billed at the following rates:

Photocopies (letter and legal) - Each
Photocopies (11" x 17" drawings) - Each
Blue Printing (full scale plans) - Square Foot

A.4.4 Expense of computer time including charges for proprietary programs.

A.4.5 When authorized in advance by the OWNER, expense of overtime work requiring higher than normal rates, and expense of preparing perspectives, renderings or models.

A.5 CONSTRUCTION INSPECTION - The Engineer will provide one or more resident project representatives to assist the Engineer in order to render more extensive representation at the project site during the construction phase.

Such resident construction review services shall be paid for by the Owner under the Schedule of Hourly Rates and Reimbursable Expenses stated above.

Part II. TERMS AND CONDITIONS

Article 1 ENGINEER'S SERVICES

1.1 Basic Services

The ENGINEER agrees to perform professional services in connection with the assigned Projects, including normal civil, structural, mechanical and electrical services and normal architectural services related thereto, as set forth below and contained within this Agreement.

1.1.1 Engineering Report Phase (If Applicable)

1.1.1.1 Consult with the OWNER to ascertain the OWNER'S requirements for the Project.

1.1.1.2 Advise the OWNER as to the necessity of obtaining additional services and, if authorized, assist in procuring such services.

1.1.1.3 Prepare a preliminary engineering study and report.

1.1.1.4 Prepare a statement of the ENGINEER'S Opinion of the Construction Cost based upon the preliminary designs developed under this Phase.

1.1.1.5 Furnish two (2) copies of the Preliminary Engineering Report for the OWNER'S review and approval.

1.1.2 Engineering Design Phase (If Applicable)

Upon receipt of the OWNER'S written authorization to proceed, the ENGINEER shall:

1.1.2.1 Advise the OWNER as to the necessity of obtaining further additional services and, if authorized, assist in procuring such services.

1.1.2.2 Prepare a complete Design Survey of the Project site.

1.1.2.3 Prepare from the approved Preliminary Engineering Report and the Design Survey the Preliminary Design Documents.

1.1.2.4 Prepare a statement of the ENGINEER'S Opinion of the Construction Cost for the Project.

1.1.2.5 Furnish two (2) copies of the Preliminary Design Documents for the OWNER'S review and approval.

1.1.2.6 Finalize all drawings in sufficient detail and consistent with industry standards for use as construction plans.

1.1.2.7 Prepare the required Contract Documents for construction.

1.1.2.8 Furnish engineering data and documents to all governmental authorities having jurisdiction over the Project for approval of the Project.

1.1.2.9 Advise the OWNER of any adjustment to previous ENGINEER'S Opinion of the Construction Cost.

1.1.2.10 Assist the OWNER'S legal counsel in review of the Construction Contract Documents, if requested.

1.1.2.11 Furnish two (2) copies of the Construction Contract Documents and Construction Plans for the OWNER'S review and approval.

1.1.3 Bidding or Negotiating Phase (If Applicable)

1.1.3.1 Assist the OWNER in obtaining bids or negotiating bid proposals, analyzing bids and proposals, and awarding the Construction Contract.

1.1.4 Construction Phase (If Applicable)

1.1.4.1 Act as the OWNER'S representative with duties and responsibilities as described in the General Conditions to the Construction Contract.

1.1.4.2 Advise and consult with the OWNER during the Construction Phase and issue the OWNER'S authorized instructions to the Contractor.

1.1.4.3 Make periodic visits to the site of the construction to observe the progress and quality of the construction work.

1.1.4.4 Review the Contractor's request for progressive payment and issue a Certificate for Payment.

1.1.4.5 Make recommendations to the OWNER on all claims relating to the execution and progress of the construction work.

1.1.4.6 Notify the OWNER of permanent work which does not conform to the Construction Contract requirements.

1.1.4.7 Review shop drawings, samples, and other submittals of the Contractor for general conformance to the design concept.

1.1.4.8 Prepare Change Orders for the OWNER'S approval.

1.1.4.9 Conduct a construction progress review and issue a Certificate of Final Payment.

1.1.4.10 Provide periodic Resident Project Representative services in support of the OWNER'S full-time Resident Project Representative.

1.1.4.11 Prepare a record set of as-built drawings conforming to construction records provided to the ENGINEER.

1.1.4.12 The ENGINEER shall not be responsible for defects or omissions of Contractors or Subcontractors.

1.2 Additional Services

If authorized in writing by the OWNER, the ENGINEER agrees to furnish or obtain from others, additional professional services in connection with the Project.

1.2.1 Furnish soils data including reports, test borings, test pits, probings, subsurface exploration, soil bearing values, percolation tests, ground corrosion and resistivity tests.

1.2.2 Furnish construction materials testing by staff or commercial laboratories to check materials incorporated into the work for compliance with the Project Specifications.

1.2.3 Preparation of applications and supporting documents for government grants, loans or advances.

1.2.4 Making drawings from field measurements of existing construction when required for planning additions or alterations thereto.

1.2.5 Services due to changes in the scope of the Project or its design.

1.2.6 Revising studies, reports, design documents, drawings or specifications previously approved by the OWNER.

1.2.7 Preparation of design documents for alternate bids or out-of-sequence work requested by the OWNER.

1.2.8 Preparation of detailed renderings, exhibits or scale models for the Project.

1.2.9 Providing special analysis of the OWNER'S needs such as owning and operating analysis, manuals, drawings or charts, and other similar analysis.

1.2.10 Furnishing additional copies of reports and additional prints of Drawings and Specifications in excess of those stipulated in the Agreement.

1.2.11 Investigations involving detailed consideration of operations, maintenance and overhead expenses.

1.2.12 Additional services when the Project involves more than one Construction Contract, or separate equipment contracts.

1.2.13 Preparing special Change Orders when requested by the OWNER.

1.2.14 Making a review of the Project prior to expiration of the guarantee period and reporting observed discrepancies under guarantees.

1.2.15 Additional or extended services during construction made necessary by fire, defects, prolonged schedules, acceleration, or Contractor default.

1.2.16 Providing assistance in the initial start-up, testing, adjusting or balancing, or operation of equipment or systems, or training personnel.

1.2.17 Providing design services relating to future facilities, systems and equipment not intended to be constructed or operated as a part of the Project.

1.2.18 Providing services as an expert witness for the OWNER in connection with litigation or other proceedings involving the Project.

1.2.19 Providing other services not otherwise provided for in this Agreement.

Article 2 OWNER'S RESPONSIBILITIES

The OWNER shall:

2.1 Provide to the ENGINEER all criteria, design and construction standards and full information as to the OWNER'S requirements for the Project.

2.2 Designate in writing a person authorized to act as the OWNER'S representative.

2.3 Furnish laboratory tests, air and water pollution tests, reports and inspections required by law or by governmental authorities having jurisdiction over this Project.

2.4 Provide legal, accounting, and insurance counseling services necessary for the Project.

2.5 Furnish permits and approvals from all governmental authorities having jurisdiction over this Project and from others as may be necessary for completion of the Project.

2.6 Furnish above services at the OWNER'S expense and in such manner that the ENGINEER may rely upon them.

2.7 Obtain bids or proposals from contractors for work relating to this Project and bear all costs relating thereto.

2.8 Protect and preserve all survey stakes and markers placed at the Project site prior to the assumption of this responsibility by the Contractor.

2.9 Guarantee full and free access for the ENGINEER to enter upon all property required for the performance of the ENGINEER'S services under this Agreement.

2.10 Give prompt written notice to the ENGINEER whenever the OWNER observes any defect in the Project or other event affecting performance.

2.11 Compensate the ENGINEER for services rendered under this Agreement.

Article 3 DIRECT PERSONNEL EXPENSE

Direct Personnel Expense is defined as the direct labor costs incurred by the ENGINEER directly attributable to the Project.

Article 4 PAYMENTS TO THE ENGINEER

4.1 Progress payments shall be made on an hourly basis for services rendered and shall be due and owing within thirty days of the ENGINEER'S monthly statement.

4.2 If the OWNER fails to make monthly payments due the ENGINEER, the ENGINEER may suspend services after written notice.

4.3 No deductions shall be made from the ENGINEER'S compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors.

4.4 If the Project is delayed or suspended for more than three months for reasons beyond the ENGINEER'S control, the ENGINEER may terminate this Agreement after written notice.

Article 5 GENERAL PROVISIONS

5.1 Ownership of Documents

All Drawings, Specifications and other work product of the ENGINEER for this Project remain the property of the ENGINEER.

5.2 Delegation of Duties

Neither the OWNER nor the ENGINEER shall delegate duties under this Agreement without written consent of the other.

5.3 Termination

This Agreement may be terminated by either party by seven days written notice in the event of substantial failure to perform.

5.4 Extent of Agreement

This Agreement represents the entire and integrated agreement between the OWNER and the ENGINEER.

5.5 Governing Law

Unless otherwise specified within this Agreement, this Agreement shall be governed by the law of the principal place of business of the ENGINEER.

5.6 General

Article 6. SPECIAL PROVISIONS

6.1 Insurance and Indemnity

6.1.1 Engineer's Insurance - The ENGINEER shall acquire and maintain statutory worker's compensation insurance coverage and general liability insurance coverage.

6.1.2 Contractor's Insurance - Prior to commencement of the work, the OWNER shall require evidence of comprehensive general liability insurance coverage.

6.1.3 Builder's Risk "All Risk" Insurance - Before commencement of the work, the OWNER will require written evidence of Builder's Risk coverage.

6.1.4 Indemnity - the OWNER will require that Contractor or Subcontractors hold harmless, indemnify and defend the OWNER and the ENGINEER.

6.2 Construction Cost

6.2.1 Construction Cost shall be defined as the total cost to the OWNER or the ENGINEER'S Opinion of the Construction Cost for all construction designed or specified by the ENGINEER.

6.2.3 When a fixed limit of Construction Cost is established as a condition of this Agreement, it shall be in writing signed by both OWNER and ENGINEER.

6.2.4 After completion of the Engineering Design Phase, if the Bidding or Negotiating Phase does not commence within six months, any fixed limit of the Construction Cost shall be adjusted.

6.2.5 If the lowest bona fide bid or the ENGINEER'S Opinion of the Construction Cost exceeds such fixed limit, the OWNER shall approve increase, authorize re-bidding, or cooperate in revising the Project scope.

6.3 Limitation of Liability

The OWNER agrees to limit the ENGINEER'S liability such that total aggregate liability shall not exceed fifty thousand ($50,000) dollars or the ENGINEER'S total fee for services rendered on this Project, whichever is greater.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by their duly authorized representatives on the day and year first above written.

AGREEMENT FOR ENGINEERING SERVICES EXHIBIT "A"

This is Exhibit "A", consisting of 4 pages referred to in the Agreement between OWNER and ENGINEER for Professional Services. DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE

ENGINEER shall furnish a Resident Project Representative ("RPR"), assistants and other field staff to assist ENGINEER in observing progress and quality of the work of Contractor.

Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for owner against defects and deficiencies in the work of Contractor.

1.0 General

1.1 The RPR is the ENGINEER'S agent at the site, will act as directed by and under the supervision of the ENGINEER, and will confer with the ENGINEER regarding RPR's actions.

2.0 Duties and Responsibilities of RPR

2.1 Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by Contractor and consult with ENGINEER concerning acceptability.

2.2 Conferences and Meetings: Attend meetings with Contractor and prepare and circulate copies of minutes thereof.

2.3 Liaison: Serve as ENGINEER'S liaison with Contractor and assist ENGINEER in service as OWNER'S liaison with Contractor when Contractor's operations affect OWNER'S on-site operations.

2.4 Shop Drawings and Samples: Record receipt dates, receive samples, and advise on commencement of work requiring a Shop Drawing or Sample if submittal has not been approved.

2.5 Review of Work, Rejection of Defective Work, Inspections and Tests: Conduct observations, report concerns, verify tests/start-ups, and accompany visiting inspectors.

2.6 Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations are needed.

2.7 Modifications: Consider and evaluate Contractor's suggestions for modifications and report recommendations to ENGINEER.

2.8 Records: Maintain files and prepare daily reports or logs.

2.9 Reports: Furnish periodic reports, consult on major tests, draft proposed Change Orders and report accidents immediately.

2.10 Payment Requests: Review Applications for Payment with Contractor and forward recommendations to ENGINEER.

2.11 Certificates, Maintenance and Operations Manuals: Verify required certificates and manuals are delivered to ENGINEER.

2.12 Completion: Submit observed items requiring completion or correction, conduct final inspection, and make recommendations concerning acceptance.

3.0 Limitations of Authority by RPR

3.1 Resident Project Representative shall not authorize deviations, exceed ENGINEER'S authority, undertake Contractor responsibilities, direct means or methods, control safety precautions, accept submittals from anyone other than Contractor, authorize occupancy, or participate in specialized tests unless authorized.