HomeMy WebLinkAbout20220919171311214AGREEMENT FOR PROFESSIONAL SERVICES
This is an Agreement effective as of ("Effective Date") between the
City of Rexburg ("Owner") and Keller Associates, Inc. ("Consultant").
Owner's Project, of which Consultant's services under this Agreement are a part, is generally identified as follows:
Water Facilities Planning Study Update I ("Project").
The Owner and the Consultant agree to the following Project scope, schedule, and compensation:
SCOPE: Consultant's services under this Agreement are generally identified as follows:
See Attachment A
SCHEDULE: The Agreement shall commence on the above written date. Consultant anticipates completing its
services according to the schedule in Attachment A.
COMPENSATION:
Basic Services. As compensation for services to be performed by Consultant, the Owner will pay Consultant a lump
sum amount of $120,000 ( one hundred twenty thousand dollars) as described in Attachment A.
Additional Services. Compensation for performing Additional Services will be pursuant to a mutually agreed
upon amendment to this Agreement.
In Witness Whereof, the parties hereto have executed this Agreement as of the date first above written. Owner
further acknowledges that it has reviewed and accepted the attached Standard Terms and Conditions.
OWNER: CITY OF REXBURG
Signature:
Name:
Title:
Address:
Telephone:
Date:
CONSULTANT: KELLER ASSOCIATES, INC.
Signature:
Name:
Title:
Address: 305 N 3rd Ave., Ste A
Pocatello, ID 83201
Telephone: (208) 238-2146
Date: �j
1—r—�
KA Project Number 222215-000 AGREEMENT v7.20.22 Page 1 of 3
STANDARD TERMS AND CONDITIONS
1. CONTRACT —This document constitutes the full and complete Agreement between the parties and supersedes all prior
negotiations, representations or agreements, whether written or oral. The Agreement may be amended only if both parties
specifically agree in writing to such amendment of the Agreement.
2. INVOICES AND PAYMENT— Owner will make payment within 15 calendar days of the invoice date. Consultant shall keep
accurate records of expenses. If Owner contests an invoice, Owner shall advise the Consultant within 15 days of receipt of
invoice of the specific basis for doing so, may withhold only that portion so contested, and shall pay the undisputed portion.
Interest. If payment is not received by the Consultant within 30 calendar days of the invoice date, Owner shall pay interest at a
rate of 1Y2% per month (or the maximum allowable by law, whichever is lower) of the past due amount. Payments will be
credited first to interest and then to principal.
Suspension. If the Owner fails to make payments when due, the Consultant may suspend performance of services upon five (5)
calendar days' notice to the Owner. Owner agrees to indemnify and hold Consultant harmless from any claim or liability
resulting from such suspension.
3. DOCUMENTS — All documents prepared or furnished by Consultant are instruments of service, and Consultant retains ownership
and property interest (including the copyright and the right of reuse) in such documents. Owner shall have a limited license to
use the documents in and for the Project subject to full payment for all services relating to preparation of the documents. The
Owner agrees to obtain prior written agreement for any reuse or modifications of the instruments of service, and understands
that any unauthorized use of the instruments of service shall be at the Owner's sole risk and without liability to the Consultant.
4. STANDARD OF CARE —The standard of care for all professional engineering and related services performed or furnished by
the Consultant under this Agreement will be the care and skill ordinarily used by members of the subject profession
practicing under similar circumstances at the same time and in the same locality. The Consultant makes no warranties,
expressed or implied, under this Agreement or otherwise, in connection with the Consultant's services. Consultant shall
exercise usual and customary professional care in its efforts to comply with applicable codes, regulations, laws, rules,
ordinances, and such other requirements in effect as of the date of execution of this Agreement.
5. CHANGES OR DELAYS —The proposed scope of services, compensation, schedule, and allocation of risks reflect Consultant's
understanding of the Project at the date of this Agreement. Costs and schedule commitments shall be subject to renegotiation
for changed conditions, unreasonable delays caused by the Owner's failure, independent government agencies, Force Majeure
events (i.e. acts of God, riots, wars, sabotage, strikes, civil disturbances, pandemics, government declared emergencies, etc.), or
causes beyond the reasonable control of Consultant. Where this occurs, changes in the Agreement shall be negotiated and an
equitable adjustment in compensation and schedule shall be made.
6. TERMINATION OR REDUCTION OF SERVICES —The Owner and Consultant may terminate this Agreement in whole or in part at
any time by giving 30 days written notice thereof. The Owner shall promptly pay Consultant for all services rendered to the
effective date of suspension of services, plus suspension charges, which shall include the cost of assembling documents,
personnel and equipment, rescheduling or reassignment,, and commitments made to others on the Owner's behalf. If Owner
elects to terminate, modify, or reduce any portion of Consultant's services under this Agreement, Owner shall indemnify
Consultant from any damages related to the services or activities Consultant did not provide.
7. SUSPENSION OF SERVICES — If the Owner suspends services of the Consultant for any reason for more than thirty days, the
Consultant shall be reimbursed for expenses incurred due to suspension of services, including costs associated with rescheduling
or reassigning personnel, and commitments made to others on Owner's behalf.
8. INDEMNITY AND LIMITATION OF LIABILITY — Owner and Consultant each agree to indemnify and hold the other (including their
respective officers, directors, employees, agents, owners, shareholders, members, partners, sub -consultants, subcontractors,
and representatives) harmless from and against liability for all claims, losses, damages and expenses, to the extent such claims,
losses, damages, or expenses are caused by the indemnifying party's negligent acts, errors or omissions. In the event claims,
losses, damages, or expenses are caused by the joint or concurrent negligence of Owner and Consultant, they shall be borne by
each party in proportion to its negligence. Neither the Owner nor Consultant shall be liable for incidental, indirect or
consequential damages. The Consultant's liability to the Owner and to all construction contractors and subcontractors on the
Project, due to the Consultant's negligent acts., errors omissions, or breach of contractual obligations relating to or arising out of
the Project shall not exceed the Consultant's total fee.
KA Project Number 222215-000 AGREEMENT v7.20.22 Page 2 of 3
9. OPINIONS OF COST — Consultant's opinions of probable cost represent Consultant's judgment as an experienced and qualified
design professional. Since Consultant has no control over the cost of labor., materials, equipment, or services furnished by others,
or over the Owner's and other contractor's methods of determining prices, or over competitive bidding or market conditions, the
Consultant cannot and does not guarantee that proposals, bids, or actual construction cost will not vary from opinions of
probable cost prepared by the Consultant.
10. CONSTRUCTION PHASE SERVICES — If Consultant performs any services during the construction phase of the Project, Consultant
shall not supervise, direct, or have control over Contractor's work. Consultant shall not have authority over or responsibility for
the construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection
with the work of the Contractor. Consultant does not guarantee the performance of the construction contract by the Contractor
and does not assume responsibility for the Contractor's failure to furnish and perform its work in accordance with the Contract
Documents.
11. MISCELLANEOUS
Right of Entry: Unless otherwise noted in the scope of work, the Owner shall provide for Consultant's right to enter the property
owned by the Owner and others in order to fulfill the services to be performed hereunder.
Dispute Resolution: Owner or its Contractor agree to notify Consultant of any claims against the Consultant within 10 days of
discovery of any allegations, errors or omissions. Should a dispute arise, Owner and Consultant agree to negotiate disputes
between them in good faith for a period of 30 calendar days from the date the dispute is raised in writing by either the Owner or
Consultant. If the parties fail to resolve the dispute through negotiation, then the dispute shall be decided through non-binding
mediation or other mutually agreed alternative dispute resolution technique. Fees and expenses for mediation shall be split
equally between the parties. The Owner and Consultant agree non-binding mediation or other mutually acceptable dispute
resolution technique shall precede litigation. This Agreement shall be governed by the laws of the State where the Project is
located.
Hazardous Environmental Conditions: The scope of Consultant's services does not include any responsibility for detection,
remediation., accidental release, or services relating to waste, oil, asbestos, lead or other hazardous materials, as defined by
Federal, State, and local laws or regulations. Consultant is not required to be become an arranger, operator, generator, or
transporter of hazardous substances, and shall have no responsibility for the discovery, handling, removal, disposal or exposure
of persons to hazardous substances of any form.
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 Consultant.
Consultant Reliance: Owner shall make available to Consultant all relevant information pertinent to the Project. Consultant
shall be entitled to rely, without liability or the need for independent verification, on the accuracy and completeness of any and
all information provided by Owner, Owner's consultants and contractors, information from public records, and information
ordinarily or customarily furnished by others, including, but not limited to specialty contractors, manufacturers, suppliers, and
publishers of technical standards.
Certifications: Consultant shall not be required to sign any documents that result in Consultant having to certify, warrant,, or
guarantee the existence of conditions whose existence Consultant cannot ascertain within its services for the Project.
Third Parties: Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a
third party against either the Owner or Consultant. Consultant's services hereunder are being performed solely for the benefit of
the Owner, and no other entity shall have any claim against Consultant because of this Agreement or Consultant's performance
of services hereunder.
Severability & Waiver: In the event any of these Contract Provisions are found to be illegal or otherwise unenforceable, the
unenforceable Contract Provisions will be stricken, and those remaining Contract Provisions shall continue in full force and
effect. The failure of either party of this Agreement to insist, in any one or more instances, upon the performance of any of the
terms, covenants or conditions of this Agreement, shall not be construed as a waiver of such term, covenant or right.
Joint Drafting: The Parties expressly agree that this Agreement was jointly drafted, and that they both had opportunity to
negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement
shall be construed neither against nor in favor of either Party, but shall be construed in a neutral manner.
KA Project Number 222215-000 AGREEMENT v7.20.22 Page 3 of 3