Ref No. 08037
Engineering Services Contract
THIS AGREEMENT is entered into as of May 22, 2008 by and among Yavapai County Facilities Department, (“CLIENT”), located at 840 Rodeo Drive,
Prescott, Arizona 86305 and Granite Basin Engineering, Inc. (“GBE”), an Arizona company having its principal place of business at 3605 Crossings Drive,
Suite B, Prescott, Arizona, 86305.
THIS AGREEMENT sets forth the terms and conditions under which GBE shall perform services for CLIENT more particularly described on Exhibit “A”
attached hereto.
1.
ENGINEERING SERVICES
CLIENT hereby retains GBE to perform, and GBE agrees to perform, the engineering services (“Services”) described on Exhibit “A” attached hereto,
all subject to the terms and conditions of this Agreement. Such services will be performed at GBE’s offices or at the jobsite. The parties may modify
the nature, scope, location and scheduling of the Services from time to time by mutual agreement in writing of their respective “Contact Persons”
designated on Exhibit "A” attached hereto, provided that any such modification shall be subject to the terms and conditions of this Agreement.
2.
COMPENSATION FOR SERVICES
The cost for services will be a lump sum fee of $ 15,000.00 plus reimbursable expenses. Reimbursable expenses include FedEx charges and plan
reproduction costs, and are anticipated to be less than $ 1,500.00. Any additional work which may arise during the course of THE PROJECT will be
performed, only upon CLIENT’s authorization, in accordance with GBE’s current standard fee schedule. The lump sum fee noted above is valid for
90 (ninety) calendar days after which time a review by GBE will be required.
3.
MANNER OF PAYMENT
Billing for work in progress will be made on a monthly basis. Payment is due upon receipt of monthly billings. Late fees at the rate of 2% interest on
balance owed will be assessed to CLIENT for delays in payments in excess of 30 days from the date of invoice. Services will be halted due to delays
in payment. Final revisions to calculations and drawings will be released upon receipt of final payment.
4.
SCHEDULE
Work will commence upon receipt of a signed copy of this agreement and retainer. The time to complete the Services is outlined on Exhibit “A”.
5.
ASSUMPTIONS
Agreement is based on information provided by CLIENT. The Assumptions used to develop the Scope of Services are outlined on Exhibit “A”.
6.
ENTIRE AGREEMENT
This Agreement, and the attached Exhibit “A”, contains the entire agreement between the parties, and supersedes all other agreements, either oral
or written. No representations or warranties shall be valid or binding unless contained herein. Any change to the terms and conditions of this
Agreement, or the tender of any contract documents in place of this Agreement shall not be valid unless made in writing, dated and signed by all the
parties.
7.
INDEPENDENT CONTRACTOR STATUS
CLIENT confirms that GBE is employed as an independent contractor to perform the services required under this Agreement. GBE shall be free to
exercise its discretion and independent judgment as to the methods and means of performance of these services, consistent with all other
requirements of this Agreement.
8.
8.1
OWNERSHIP AND DISPOSITION OF DOCUMENTS
GBE agrees that all documents, calculations, studies, plans, maps, models, photographs, drawings, computer printouts, field notes, samples, logs,
specimens, laboratory test data, and other products generated in the performance of services rendered under this agreement constitute work for hire
and are and shall remain the property of GBE.
8.2
GBE agrees that, during the performance of this Agreement, and thereafter it will not disclose to any persons, other than the CLIENT, CLIENT’s
authorized representatives, and those persons, organizations or agencies specifically designated in writing by CLIENT, any information pertaining to
this Agreement or services rendered by GBE pursuant to this agreement except as follows:
8.3
In response to a valid subpoena or requirement under the law; however, GBE shall notify CLIENT upon receipt of the subpoena or other mandate in
order to give CLIENT time to protect the confidentiality of the materials sought; and
8.2.2
Under circumstances where, in GBE’s professional judgment, the performance of the duties under this agreement discloses a serious threat to the
public health, safety of welfare, and the CLIENT after being notified of the threat refuses to, or does not take appropriate action within a reasonable
time, then GBE has a professional obligation to notify the appropriate Regulatory Agency of the specific nature of the public threat.
9.
ACTS OR OMISSIONS OF OTHERS
GBE shall not be responsible for acts or omissions of any other party or parties involved in planning or designing of any project(s) for construction on
THE SITE or the failure of any contractor or subcontractor to construct any item on THE SITE in accordance with recommendations contained in any
issued by GBE. GBE, by the performance of services hereunder, does not in any way assume, abridge or abrogate any of those duties,
responsibilities or authorities with regard to any project(s) on THE SITE customarily vested in project architects, design engineers, land surveyors
and land planners, or any other design agencies or authorities.
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10.
RELIANCE ON PUBLIC RECORDS OR OTHER NON-GBE REPORTS AND DATA
Unless otherwise described in “SCOPE OF SERVICES” , GBE accepts no responsibility for the correctness or accuracy of data or conclusions
contained in public records, reports or other documents which were not published by GBE, but which are discovered by GBE in performance of the
services required by this Agreement. CLIENT waives any claim against GBE, and agrees to defend, indemnify and hold GBE harmless from any
claim or liability for injury or loss allegedly arising from errors, omissions or inaccuracies in such public records or in such other reports or documents.
11.
SITE ENTRY
CLIENT will furnish right of entry onto THE SITE for GBE to make the necessary field studies.
12.
LITIGATION BETWEEN AGREEMENT PARTIES
In the event of litigation or arbitration between the parties to this Agreement, all reasonable costs and attorney’s fees to enforce this Agreement
incurred by the prevailing party shall be reimbursed by the non-prevailing party. This Agreement shall be construed in accordance with the laws of
the State of Arizona. Any disputes that arise between the parties with respect to the Services or the Agreement shall be litigated in the courts of
Yavapai County in the State of Arizona.
13.
SUBPOENAS
CLIENT is responsible, after notification, for payment of time and expenses resulting from GBE’s required response to subpoenas issued in
conjunction with GBE’s work. Compensation will be based on schedules in effect at the time the subpoena is served.
14.
COMPLIANCE WITH LAWS
GBE and its subcontractors shall comply with all existing applicable laws and regulations under this Agreement; however, laws or ordinances
enacted after the signing of this Agreement might increase GBE's cost of performing services included in this Agreement by requiring modifications
of or additions to GBE's work, facilities or equipment. CLIENT shall reimburse GBE for such increased cost in proportion to the amount of the cost
attributable to GBE's performance of services on THE PROJECT.
15.
INDEMNITY
CLIENT and GBE do hereby indemnify and hold each other harmless from damage to property of whatsoever kind and nature, and injury to persons,
including death, occasioned by the negligent or willful acts, errors or omissions of the indemnifying party, arising out of, or in any way connected to
this Agreement.
16.
NOTIFICATION OF HAZARDOUS SUBSTANCES
CLIENT hereby warrants that, if it knows or has any reason to assume or suspect that hazardous substances may exist at THE SITE, CLIENT has so
informed GBE.
17.
DISCOVERY OF UNANTICIPATED HAZARDOUS SUBSTANCES
GBE and CLIENT agree that the discovery of unanticipated hazardous substances constitutes a changed condition mandating a renegotiation of the
scope of work or termination of services. GBE agrees to notify CLIENT as soon as practically possible should unanticipated hazardous substances or
suspected hazardous substances be encountered. GBE is hereby authorized to take such emergency measures, if any, that are necessary in GBE’s
professional opinion to immediately protect the health, safety and welfare of the public and GBE’s personnel, and/or the environment and CLIENT
agrees to compensate GBE for such emergency work. Thereafter, CLIENT and GBE will negotiate to change the scope of services hereunder to
include said emergency work. In addition, CLIENT waives any claim against GBE, and agrees to indemnify, defend and hold GBE harmless from
any claim or liability for injury or loss arising from GBE’s encountering unanticipated hazardous substances or suspected hazardous substances.
CLIENT also agrees to compensate GBE for any time spent and expenses incurred by GBE in defense of any such claim, with such compensation to
be based upon GBE’s prevailing fee schedule and expense reimbursement policy.
18.
PAYMENT
CLIENT shall pay GBE in full for all services under the Agreement and executed written Change Orders, irrespective of any claim by CLIENT to third
parties for compensation for additional work conducted by GBE. Any such claim shall in no respect delay payment of fees for services performed by
GBE. Standard hourly rates are subject to change as current year expires.
19.
19.1
TERMINATION
This Agreement may be terminated by either party giving not less than ten (10) days written notice to the other party specifying a substantial failure to
perform in accordance with the terms of the Agreement through no fault of the terminating party, provided that the terminating party is in full
compliance with the Agreement at the time of the notice of termination.
19.2
Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice.
19.3
In the event of termination for any reason prior to completion of all reports contemplated by the Agreement, GBE reserves the right to complete such
analyses and records as are necessary to place their files in order and, where considered necessary by them to protect their professional reputation,
to complete a report on the services performed to date.
20.
20.1
TERMINATION CHARGES
If this Agreement is terminated and the termination is due to substantial failure of CLIENT to perform in accordance with the Agreement through no
fault of GBE, CLIENT shall pay GBE for services performed to the termination date plus termination charges as determined by GBE.
20.2
Termination charges shall include personnel and equipment rescheduling and/or reassignment adjustments and all other related costs that are
directly attributable to termination. At the option of GBE an additional termination charge, not to exceed thirty percent (30%) of all charges incurred
up to the date of termination may be made to cover the cost of completing analyses, records and reports in accordance with 21.3 of these Terms and
Conditions.
21.
21.1
SUSPENSION OF SERVICES
CLIENT may, upon ten (10) days written notice, suspend further performance by GBE at any time.
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21.2
If CLIENT’s payment of statements is delinquent, GBE may, upon ten (10) days written notice, suspend further performance until such payment is
restored to a current basis.
21.3
At the option of GBE, suspension for any reason exceeding thirty (30) days shall make this Agreement subject to termination or renegotiation.
21.4
All suspensions shall extend this Agreement’s completion date commensurately.
21.5
In the event of suspension of services for any reason prior to completion of all reports contemplated by the Agreement, GBE reserves the right to
complete such analyses and records as are necessary to place their files in order and, where considered necessary by them to protect their
professional reputation, to complete a report on the services performed to date.
22.
22.1
SUSPENSION CHARGES
If GBE’s performance is suspended for any reason, CLIENT shall pay GBE for services performed to the suspension notice date plus suspension
charges.
22.2
Suspension charges shall include personnel and equipment rescheduling and/or reassignment adjustments, all other related costs indirectly
attributable to suspension, and charges for completing analyses, records and reports in accordance with 21.5 of these Terms and Conditions.
23.
23.1
DELAYS
Delays resulting from acts of God or from factors beyond the reasonable control of the parties, or from the action or inaction of CLIENT shall extend
this Agreement completion date commensurately.
23.2
CLIENT shall pay GBE for services performed to the delay commencement date plus delay charges. Delay charges shall include personnel and
equipment rescheduling and/or reassignment adjustments and all other related costs indirectly attributable to such delays.
24.
ASSIGNS
Neither CLIENT nor GBE may delegate, assign or transfer his duties or interest in this Agreement without the written consent of the other party.
25.
BETTERMENT
If, due to GBE’s error, any required item or component of the PROJECT is omitted from GBE’s construction documents, GBE shall not be
responsible for paying the cost to add such item or component to the extent that such item or component would have been otherwise necessary to
the PROJECT or otherwise adds value or betterment to the PROJECT. In no event shall GBE be responsible for any cost or expense that provides
betterment, upgrade or enhancement of the PROJECT.
26.
26.1
CONSTRUCTION OBSERVATION
GBE shall visit the site at intervals appropriate to the stage of construction, or as otherwise agreed to in writing by the CLIENT and GBE, in order to
observe the progress and quality of the Work completed by the Contractor. Such visits and observation are not intended to be an exhaustive check
or a detailed inspection of the Contractor’s work but rather are to allow GBE, as an experienced professional, to become generally familiar with the
Work in progress and to determine, in general, if the Work is proceeding in accordance with the Contract Documents.
Based on this general observation, GBE shall keep the CLIENT informed about the progress of the Work and shall endeavor to guard the CLIENT
against deficiencies in the Work.
If the CLIENT desires more extensive project observation or full-time project representation, the CLIENT shall request that such services be provided
by GBE as Additional Services in accordance with the terms of this Agreement.
GBE shall not supervise, direct or have control over the Contractor’s work nor have any responsibility for the construction means, methods,
techniques, sequences or procedures selected neither by the Contractor nor for the Contractor’s safety precautions or programs in connection with
the Work. These rights and responsibilities are solely those of the Contractor in accordance with the Contract Documents.
GBE shall not be responsible for any acts or omissions of the Contractor, subcontractor, any entity performing any portions of the Work, or any
agents or employees of any of them. GBE does not guarantee the performance of the Contractor and shall not be responsible for the Contractor’s
failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations.
26.2
GBE shall not be responsible for as-built certifications requested by the CLIENT, regulatory agencies or other third parties unless GBE has
conducted the as-built field surveys and has conducted adequate construction observation and testing services to certify to the accuracy and quality
of the construction work.
27.
CAPTIONS
The captions of the sections herein are intended for convenience of reference only and shall not be used to interpret the content of each section.
28.
28.1
PROJECT INFORMATION
In preparation of its Proposal, GBE has relied on certain information and documentation supplied by CLIENT or CLIENT’s agents as being accurate,
and CLIENT agrees that GBE has a right to rely on the said information or documentation.
28.2
CLIENT affirms that CLIENT has provided all documents, maps and other information in CLIENT’s possession, relating to past, present and
proposed future use of THE SITE and its surrounding area, to GBE before execution of this Agreement by GBE.
28.3
CLIENT confirms that the content of all documents, maps and other information which CLIENT has provided to GBE before GBE’s execution of this
Agreement is correctly addressed in the Scope of Services part of this Agreement.
28.4
CLIENT will designate in writing those persons, organizations or agencies to be contacted in the event conditions are revealed during the execution
of GBE’s services that would require possible alteration of the services hereunder.
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29.
WARRANTY
GBE warrants their services are performed, within the limits prescribed by this Agreement, with the usual thoroughness and competence of the
professions practicing these services in the same or similar locality of THE SITE at the time of this Agreement. No other warranty or representation,
either expressed or implied, is included or intended under this Agreement.
30.
SAFETY
GBE will perform work under safe conditions. CLIENT may be charged additionally for safety or security measures required by dangerous job
conditions, encountered during GBE’s performance of the required services that could not reasonably be anticipated by review of the information
available at the time the Agreement was executed.
31.
31.1
INSURANCE
GBE will maintain the following insurance and amounts: General Liability, $1,000,000; Professional Liability, $1,000,000; Worker’s Compensation,
$1,000,000.
31.2
No insurance, of whatever kind or type which may be carried by GBE, is to be considered in any way limiting the responsibility of others for damages
resulting from their operations or for furnishing work and materials ON THE SITE.
32.
LIMITS OF LIABILITY
For any damage, cost, expenses, or other liability, direct or indirect, resulting from any error, omission, or professional negligence in the performance
of GBE’s services, the liability of GBE, its employees, agents, officers, and consultants to all claimants with respect to THE PROJECT will be limited
to an aggregate sum not to exceed $50,000 or GBE’s total fee for the services rendered on THE PROJECT, whichever is greater.
33.
NOTIFICATION OF DEFECTS IN SERVICE
CLIENT, CLIENT’s personnel, and CLIENT’s contractors and subcontractors shall promptly report in writing to GBE any defects or suspected defects
in GBE’s work or services, in order that GBE may take prompt, effective measures which in GBE’s opinion will minimize the consequences of a
defect in service.
34.
PARTIAL INVALIDITY
If any provision of the Agreement is held to be unenforceable or contrary to public policy by any court of competent jurisdiction, then such provision
shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that the scope of such provision may be
judicially modified accordingly that the whole of the Agreement shall thereby fail, but that the scope of such provision shall be curtailed only to the
extent necessary to conform to applicable law.
35.
ACCEPTANCE
A valid acceptance is restricted to the signing of this Agreement by an authorized representative from CLIENT, and returning this Agreement to GBE
within two (2) business days of signing this Agreement.
36.
FEE SCHEDULE.
Project Coordinator
Construction Inspector
Professional Engineer
Field Survey Crew
Outside Services
Mileage
$50/hour
$80/hour
$120/hour
$180/hour
Cost + 10%
$0.485/Mile
IN WITNESS WHEREOF, this Agreement has been duly executed by each party by its authorized representatives as of the date set forth above.
EXECUTED BY:
GBE’s Authorized Representative
EXECUTED BY:
CLIENT’s Authorized Representative
5/22/08
Signature
Davin Benner, P.E.
Typed or Printed Name & Title
Date
Signature
_
Typed or Printed Name & Title
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Date
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Exhibit “A”
Scope of Services & Contact Persons
1. PROJECT DEFINITION AND LOCATION
The project includes civil engineering services for the NARTA Training Center (“THE PROJECT”), located on parcel 401-01009L in Prescott Valley, Arizona (“THE SITE”).
2. PROFESSIONAL SERVICES INCLUDED
Task
Description
Fee
1.
Partial Topographic Survey:
GBE will prepare a partial topographic survey of the proposed waterline extension, based on
the same vertical datum as the previous surveys done by Kelley Wise Engineering, Inc. and J
& K Engineering, L.L.C. Includes existing elevation contours, spot elevations, exposed utilities,
and any found apparent property corners.
$500.00
2.
Utility Construction Plans and Specifications:
GBE will prepare construction plans and specifications for approximately 2,000-ft of new 8-inch
water main, fire hydrants, service connections, and a pressure reducing station. Plans will also
include design of a private sewer service collection line for the NARTA Training Center. Plans
and specifications will be developed in accordance with Town of Prescott Valley and Arizona
Department of Environmental Quality (ADEQ) standards. GBE will furnish the CLIENT with a
set of biddable construction documents and the Approval to Construct application for submittal
to the Town of Prescott Valley and Yavapai County Environmental Services.
$9,000.00
3.
Legal Descriptions:
GBE will prepare legal descriptions for the utility easements necessary for the waterline
extension. It is apparent that easements will need to be granted from the Fain Land and Cattle
Company, the Yavapai County Fair Association, and Yavapai County. The CLIENT will be
responsible for negotiation of all necessary utility easements, preparation of easement
dedication language, and recording the easements with the Yavapai County Recorder’s Office.
$500.00
4.
Water System Design Report:
GBE will prepare a design report in support of the waterline extension. The report will include
basis of design assumptions, design calculations, and results.
$1,500.00
5.
Meetings and Coordination:
GBE will facilitate the design with meetings and coordination with the CLIENT, the Town of
Prescott Valley, Yavapai County Environmental Services and ADEQ.
$500.00
6.
Construction Observation and As-Built Certification:
GBE will provide construction observation and will oversee the necessary testing of the
waterline extension to ensure construction meets the intent of the design plans, Town of
Prescott Valley, and ADEQ standards. GBE will conduct an as-built survey and will prepare asbuilt drawings of the water line extension, the Engineer’s Certificate of Completion, and the
Approval to Operate application for submission to the Town of Prescott Valley and Yavapai
County Environmental Services.
$3,000.00
ESTIMATED TOTAL:
$15,000.00
3. SERVICES NOT INCLUDED
Any service not specifically included in Section 2 of this attachment including geotechnical studies, boundary surveying,
construction staking, electrical, gas, or telephone/CATV design, landscape design. All agency and/or permitting fees will be
paid by the CLIENT.
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4. TIME FOR COMPLETION
Work will commence immediately upon receipt of a signed copy of this agreement. It is anticipated to take 4 weeks to complete
the work, excluding task item 6.
5. ASSUMPTIONS
o Proposal is based on information provided by the CLIENT.
o All existing boundary, topographic mapping, and utility layouts for the Prescott Valley Pepsi Distribution center and the
NARTA Training Center will be provided in digital CAD format.
6. CONTACT PERSONS
CLIENT:
Patrick Kirshman
Name
(928)771-3115
Phone Number
Davin Benner
Name
(928)899-5300
Phone Number
GBE:
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