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HOWARD CONSULTANTS, INC. AGREEMENT FOR GEOTECHNICAL ENGINEERING SERVICES Project No./Proposa! Date PMål2l0 February 14. 1996 Project Name Landslide - Vista Street & Kathy A venue SECTION lo SCOPE OF SERVICES Howard Consultants, Inc. (HCI) shall perfonn the services & testæ as outlined in the attached Scope of Work, which may be amended by Client & HCI in writing. If HCI provided Client with a writing confim1ing the change in scope, it shaH become an amendment to this Agreement unless Client objects in writing within 5 working days after receipt. All work pe:rfonned by HCI at the projecr is subject to the terms & limitations of this Agreement. If work is performed, but the parties do not reach agreement conceming moditlcations to the scope of work or compensation, then the terms & limitations of this Agreement apply to such work, except for the payment terms. Disputes concerning modifications to scope, or compensation, shall be resolved pursuant to Section 16. SECTION 2: METHOD OF PAYMENT HCI will, to the best of their ability, perform the services & accomplish the objectives defined in this Agreement within any written cost estimated provided by HCI. Ail work perfOrmed under this Agreement shall be on a time & materials basis or lump sum unless otherwise specifically agreed to in writing by both parties. The use of an estimate of fees or of a "not to exceed" limitarion is not a guarantee that the work will be completed for that amount; rather, it indicates that HCJ shall not incur fees & expenses in excess of the estimate or limitation amount without Client's agreement to do so. Cliem recognizes that the estimated costs are based on HCI's best experience & judgment and that successful completion of services within the es.timated cost can be influenced by changes in workscope & schedule as needed by Client & by presently unforseen circumstances. HCI shall be paid as set forth in the Proposal, Client & HCI agn:e that the schedule of charges shall be suJject to review from time to time & amended as appropriate to reflect HCI's then current fee structure. HCI shall provide Client at least 30 days advance notice of any changes. Unless Client objects in writing [0 the proposed amended fee structure within 30 days of notification, the amended fee structure shaH be incorporated into this Agreement and shall supersede any prior fee structure. If Cliem objects to the amended fee structure. and HCI & Client cannot agree upon a new fee structure within 30 days after notice, HCI may terminate this Agreement and be compensated as set forth under Termination. All invoices are due on receipt. If Client fails to make any payment due HCI for services & expenses within 30 days after receipt of HCI's invoices, the amounts due to HCI shall. thereafter, will be subject to a $25.00 rebilling charge. SECTION 3o PROFESSIONAL RESPONSIBILITY HCI offers different Jeveis of geotechnical engineering services to suit the desires & needs of different clients. Although the possibility of error can never be eliminated, more detailed & extensive services yield more information & reduce the probability of error, bm at increased cost. Client must determine the !eve! of service adequate for its purposes and warrants that it has reviewed the scope of work and has detern1ined that it does not need or want a greater level of service than that being provided. Subject to limitations inherent in the agreed scope of work as to the degree of care, amount of time & expenses to be incurred, and subject to any other limitations contained in this Agreement. HCJ shall perform its services consistent with that level of care & skill ordinarily exercised by other professional engineers under similar circumstances at the time the services are performed, No warranty, express or implied. is included herein. SECTION 4o CLIENT'S RESPONSIBILITIES In addition to payment for the services performed under this AgreemenL Client agrees ro: Assist & coopemre with HCI in any manner necessary and within its ability to facilitate HCI's pe1formance under this Agreement; Designate a representative who will have authority to receive all notices & inforn1ation pettaining to this Agreement and who will enunciate Client's policies & decisions and assist as necessary in matters penaining to the project & this Agreement. Client's represenrativt: will to change hy written notice; Provide access to and/or obtain for HCJ to enter upon all property, whether or not owned to Owner (Ciiem) Name City of Moscow Project l.oc:1tion Vista Street and Kathy Avenue, Moscow, Idaho perfOrm & complete the services. Client recognizes that the use of investigative equipment & pracrice may unavoidably alter conditions or affect the environment at the existing project site(s). HCI will operate with reasonable care to minimize damage to the project site(s). The cost of repairing such damage will be borne by Client, and is not included in the fee unless otherwise stated; Correctly designate on plans to be furnished to HCI, the location of all subsurface structures. such as pipes, tanks, cables & utilities within the property lines of the project site(s) and shall be responsible for any damage inadvertently caused by HCI to any such structure or utility not so designated. Client warrants the accuracy of any infonnation supplied by it to HCI, and acknowledges that HCI is entilled ro rely upon such infornlation without verifying itæ accuracy; Supply to HCI all inforn1ation & documents in its possession or knowledge which are relevant to the services herein described< Prior to the commencement of any services in connection with a specific property, Client shall notify HCI M any known potentia! or possible health or safety hazards existing on or near the project site, with particular reference to hazattlous materiab or conditions. SECTION 5o CHANGED CONDITIONS If, during the course of this Agreement, conditions or circumstances are discovered which were not contemplated by HCI at the commencement of this Agreement, HCI shall notify Client in writing of the newly discovered conditions or circumstances, and C!ienr & HCI shall renegotiate. in good faith, the terms & conditions of this Agreemem. If amended terms & conditions cannot be agreed upon within 30 days after notice, HCI may terminate this Agreement and be compensated as set forth in Section 15. SECTION 6o HAZARDOUS MATERIALS Cliem understands that HCI's services under this Agreement are limited to geotechnical engineering and that HCI shall have no responsibility to locate, identify. evaluate, treat or otherwise consider or deal with hazardous materials. Client shall be solely responsible for notifying all appropriate federaL state, municipal or other governmental agencies, including the potentially affected public, of the existence of any hazardous materials located on or in the project site, or located during the performance of this Agreement. The existence or discovery of hazardous materials shall constitute a changed condition under this Agreement. "Hazardous materials" are defined in this Agreement as any toxic substances, chemicals, pollmants or other materials, in whatever fom1 or state, that are known or suspected to adversely affect the health & safety of humans or of animal or p!am organisms, or which are known or suspected to impair the environment in any way whatsoever. Client waives any claim against HCI, and agrees to indemnify. defend & hold HCI and itç employees, consultants and/or subcontractors, harmless from any claim or liability arising from HCI's encountering of unanticipated asbestos or other hazattlous materials or suspected hazardous materials. Client also agrees to compensate HCJ for any time spent & expenses incurred by HCI in defense of any such claim. SECTION 7: CERTIFICATIONS HCI shall not be required to execute any certification with regard to work perfonned/rested/observed under this Agreement unless: I) HCI believes that sufficient work has been performed by HCI to provide a sufficien1 basis to issue the certification, 2) HCI believes that the work performed, tested or observed meets the criteria of the certification, and 3) the exact form of such certification has been approved by HCI, in writing, prior to execution of this Agreement. Any certification by HCJ is limited to an expression of professional opinion based upon the service performed by HCJ, and does not constitute a warranty or guanmty, either expressed or implied. SECTION g, ALLOCATION OF RISK The total cumulative liability of HCI, its shareholders, directors, otficers, employees & agems, to Client arising from services perfonned or w be perfom1ed by HCI whether in contract, indemnity, contribution, ton. or otherwise, and including attorney's fees due under this Agreement shall not exceed 100% of gross compensation received hy HCI under this Agreement HCI Consulting Geotechnical Engineers & Geologists Initials: ---PAGE BREAK--- or $50.000, whichever is greater; provided, however that such liability shall be further limited in the following aspects: HCI shall have no liability to Client for any special, consequential, incidental or penal losses or damages including but not limited to losses, damages or claims related to the unavailabil:ty of Client's property or facility, shutdowns or service interruptions, loss of use, profits or revenue, inventory or use charges or cost of capital or claims of Client's customers; and for losses. damages or claims arising from damage to subterranean structures or utilities which are not correctly shown on plans furnished by Client to HCI during the performance of authorized services or which are not called to HCJ's attelltion by Client. Client shall indemnify & hold ham1!ess HCI, its agents, subcontractors, directors, officers & employees ( "HCI Entities") and against any and a!l claims, suit'i, liability damages. injunctive or equitable relief, expenses, including attorney's fees or other loss arising from damage to mbterranean structures or utilities which are not correctly shown on plans furnished by Client to HCI; or for the disposal, release, discharge, treatment or transportation of hazardous materials. or the exposure of any person to hazardous materials. or the environment due to discharge, disposal, release or exposure to hazardous materia!. HCI agrees to indemnify & hold ham1less Client, and its officers, directors, and employees from & against any and all claims. suits, liability, damages, injunctive or equitable relief. expenses, including attorneys' fees or other loss to the extent caused by HCI's negligent performance of its services under this Agreement. The indemnity obligations & the limitations of liability established under this Agreement shall survive the expiration or tem1ination of this Agreement. If HCI provides services to Client, but which the panies do not confinn through execution of an amendment to this Agreement, the obligations of the panies to indemnify & the limitations on liability established under this Agreement shall apply to such services as if an amendment had been executed by the parties. SECTION 9, OWNERSHIP & MAINTENANCE OF DOCUMENTS Client provided documents will remain the property of Client. Unless otherwise specified in the scope of work, at! documents & information obtained or prepared by HCI in connection with the performance of the services. including but not limited to HCJ's reports, boring logs. maps, field data, field notes, dmwings & specifications, laboratory test data & other similar document<> are the property of HCI and HCI shalL in its sole discretion, have the right to dispose of or retain the documents. HCI retains the right of ownership with respect to any patentable concepts of copyrightable materials arising from services. HCI shal! have the right to use the documents for any purpose. Client shall have the right to reuse the documents for purposes reasonably connected with this project. including design & licensing requirements for which the services are provided. SECTION 10' SAMPLES & CUTTINGS If in-house !abomtory, testing or analytic services are provided by HCI, HCI shaH preserve such soil, rock, water, or other samples obtained from the project site as it deems necessary for the project for not longer than 90 days after ;ssuance of any documents that include the data obtained from these samples. Client shall pay & be responsible for the removal & lawful disposal of contaminated samples. cuttings & hazardous substances, unless other arrangements are mutually agreed in writing. Client shall take custody of all monitoring wells & probes during an investigation by HCI, and shall rake any and all necessary steps for the proper maintenance. repair or closure of such wells or probes at Client's expense if so requested by HCI. SECTION 11' RELATIONSHIP OF THE PARTIES HCI shall perform its services under this Agreement as an independent contractor, and its employees shall at all times be under irs sole discretion & controL HCI shall have full power & authority to select the means, manner & method of completing services for individual jobs without detain, control, or direction from Client. SECTION 12, ASSIGNMENT AND SUBCONTRACTS All documents are prepared solely for use by Client and shall not be provided to any other person or entity without HCI's written consent. nor shall they be mentioned, communicated, disclosed or referred to in any offering circular, securities offering. loan application, real estate sales documentation. or similar promotional material. without the express written authorization of HCL Client shall defend, indemnify & hold harmless HCI, its officers, shareholders & employees, from and against any action or proceeding brought by any person or entity claiming to rely upon infornlation or opinions contained in reports or other documents provided to such person or entity, published, disclosed or referred to without HCJ's written consent. No otht1 party other than Client may rely, and Client shall make no representation to any party that such party may rely, on documents without HCI's express written authorization. Neither party shall assign this Agreement, or any part thereof, without the written consent of the other party, except an assignment of proceeds for financing purposes. HCI may subcontract for the services of others without obtaining Client's consent where HCI deems it necessary or desirable. SECTION 13, LIMITATION OF LIABILITY Client agrees to limit HCI's liability to Client & al! third parties arising from HCI's professional acts, errors or omissions, such that the toad aggregate liability of HCI, including but not limited to attorney's tees & costs, shall not exceed $50,000 or HCI's total fee for the services rendered on this project, whichever is greater. Client further agrees to require of the contractor & his subcontractor or other third parties an identical limitation of HCI's liability for damages suffered by the contractor, subcontractor or any third party arising from HCI's professional acts. errors or omissions. If client does not so obtain such identical limitation of HCI's liability, Client shaH indemnify, defend & hold HCI Entities, harmless from any claim or liability which may arise as a result of such failure by Client. SECTION 14, SUSPENSION & DELAYS Client may, at any time, by 10 days written notice, suspend performance of all or any part of the services by HCL HCI may terminate this Agreement if Client suspends HCI's work for more than 60 days and be paid as sei forth under Termination. In the event HCI's field or technical work is suspended by Client or interrupted due to delays other than delays caused by HCI, the time for completion of the performance of the services shall be appropriately adjusted and HCI shall be equitably compensated (in accordance with HCI's current fee schedule) for the additional labor, equipment, and other charges associated with maintaining its workforce for Client's benefit during the delay or suspension, or at the option of Client. for such similar charges that are incurred by HCI for demobilization and subsequent remobilization. HCI shall not be liable to Client for any failure to perform or delay in perfom1ance due to circumstances entirely beyond its control, including, but not limited to, pollution, contamination, or release of hazardous substances, strikes, lockouts, riots, wars. fires, flood, explosion, "acts of God", adverse weather conditions, acts of government, labor disputes, delays in transportation or inability to obtain material and equipment in the open marker. SECTION 15' TERMINATION HCI and Client may terminate this Agreement for convenience upon 30 days wriuen notice delivered or mailed w the other pany. In the event of termination, other than caused by a material breach of this Agreement by HCI, Client shall pay HCI for the services performed prior to the tennination notice date, and for any necessary services & expenses incurred in connection with the termination of the project. SECTION 16' DISPUTES disputes between HCI & 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, the amount of time or money claimed, and requiring that the matter be mediated within45 days of service of notice. The mediation shall be administered by the American Arbitration Association in accordance with their most recent Construction Mediation Rules, or by such other person or organization as the parties may agree upon. No action or suit may be commenced unless the mediation did not occur within 45 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 45 days after service of notice. If any action or proceeding is commenced to interpret. enforce, refOrm or nullify any of the terms of this Agreement, or to seek damages for the breach of any of its provisions, the prevailing party shall be awarded reasonable artorney's tees, costs & expenses. SECTION 17' AUTHORIZATION This Agreement reflects the entire agreemem of the parties with respect to irs terms & supersedes all prior agreements, whether written or ora!. Client agrees that he has fully read & understands this Agreement & by signing this Agreement authorizes HCI to proceed with services. Name Mayor 2/26/96 ---PAGE BREAK--- Mr. Dean Weyen, P.E. CITY OF MOSCOW City Hall Moscow, Idaho 83843 Dear Dean: HCI Howard Consultants, Inc. Consulting Geotechnical Engineers & Geologists 1428 S. Main Street, Moscow, lD 83843 [PHONE REDACTED] Fax [PHONE REDACTED] February 14, 1996 Proposal No. PM-0210 RE: PROPOSAL Geotechnical Engineering Evaluation and Repair Recommendations Landslide at Vista Street & Kathy Avenue Moscow. Idaho This letter presents our proposed scope of service and lump sum cost to perform a geotechnical site evaluation for the referenced landslide. The purpose of our work will be to evaluate the site conditions in order to make engineering recommendations for repair of the landslide. To accomplish this purpose we propose to visually assess the landslide scarp and debris and to collect samples of the debris for laboratory testing. Laboratory testing will include determining the moisture content of the landslide debris, Modified Proctor moisture density relationship, and direct shear strength of landslide debris remolded to about 92 percent of Proctor maximum dry density. The results of this work will be used to evaluate the suitability of the landslide debris for fill and to make specific recommendations for landslide repair. We will make verbal reports to you as our work progresses and will submit a final written report. We propose to perform our work for a lump sum fee of $1,650. If you agree with the proposed scope of work and fee please sign and return one copy of the attached Agreement for Services. We are prepared to begin work within one week of your authorization, weather permitting. The final written report will take about three weeks after our field work. I appreciate the opportunity to present this proposaL Please call if you have questions. Sincerely, HOWARD CONSULTANTS, INC. TRH/rbn