Service Solicited - 2010 - Holladay Engineering services - Engineering Services Holladay
HOLLADAY ENGINEERING COMPANY
PROFESSIONAL SERVICES AGREEMENT
This is an Agreement made effective as of the date of signature between the person or organization as identified by
authorized representative's signature, hereinafter called OWNER and Holladay Engineering Company, of Payette, Idaho,
hereinafter called CONSULTANT.
OWNER: City of Eaqle, a municipal corporation
Ref. No. EG 10-0051
SCOPE OF WORK
DESCRIPTION OF REQUIRED WORK
As City Engineer, Consultant will provide customary professional civil engineering and related services to assist the
Owner upon the terms set forth in the Terms and Conditions of Professional Services Agreement, attached hereto and
incorporated herein by reference.
Specific services shall be as authorized by the Mayor or authorized representative(s) by a Task Order. Services may
include the items shown on Attachment B - City Engineer Scope of Work, or may be assigned by the Owner.
Work shall be undertaken as authorized. The contract time shall remain open. Either party may terminate this
agreement by providing 30 days written notice to the other party. Attachment A - Standard Rates for Services and
Attachment B - City Engineer Scope of Work are acknowledged and hereby made a part of this Agreement.
This Agreement shall begin upon the date of signatures contained herein. Unless otherwise stipulated in a Task
Order, OWNER shall pay CONSULTANT according to the following:
0' Current Time and Materials o Fixed Fee as defined in Scope of 0 Other as Defined in Scope of
Fee Schedule Work Schedule Work Schedule
ID-1,1..1tJ
Date
By:
City of Eagle, a municipal corporation
P.O. Box 1520
Eagle, ID 83616
Holladay Engineering Company
P.O. Box 235
32 N. Main
Payette, ID 83661
HOLLADAY ENGINEERING COMPANY
" 1q:jj11WJl!~~W.li'I~'k!llJilllllllilllllh/\lJi,i \ ",.~t, '.
32 N Main Street P.O. Box 235 (208) 642-3304 Fax: (208) 642-2159 email: hec@holladayengineering.com
The OWNER is contracting with the CONSULTANT to provide engineering, geologic, orolher services necessary to
complete the work as described in the scope of work seclion of this Agreement, herein arler referred to as "Project."
TERMS AND CONDITIONS OF PROFESSIONAL SERVICES AGREEMENT
CONSULTANT shall provide professional services for OWNER in all phases of the Project 10 which this Agreement
applies, serve as OWNER's professional representative for the Project as sel forth below and shall give
professional engineering consultation and advice to OWNER during the performance of ser.-ices hereunder
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and
valuable considerations, the receipt of which is hereby acknowledged by both parties, il is agreed as follows
SECTION 1 - STANDARD OF CARE
1.1 The standard of care for all professional engineering, geologic and related services performed or furnished by
CONSULTANT under this Agreement will be the care and skill ordinarily used by members of CONSULTANT's
profession practicing within the same locality. CONSULTANT makes no otherwarranlies, express or implied, under
this Agreement or otherwise, in connection with CONSULTANT's services.
1.2 CONSULTANT's reliance on unconfirmed underground facility information supplied by any utility or owner is
understood 10 be appropriate for the preparation of Projecl documents. CONSULTANT makes no claims or
warranty, express or implied, in connection with represenlations made by utility owners or records, and shall have
no liabllily for damages to underground facilihes.
SECTION 2 - OWNER'S RESPONSIBILITIES
2.1 OWNER shall provide all criteria and full inrormation as to OWNER's requirements for the Project including
capacity and performance requirements; examine and respond promptly to CONSULTANT's submissions; and give
prompt written notice to CONSULTANT whenever OWNER observes or otherwise becomes aware of any defect in
work
2.2 OWNER shall furnish to CONSULTANT all existing project specirlc data as requested by CONSULTANT for
performance of the requirements of the scope of work. OWNER shall provide access to and make aU provisions for
CONSULTANT and their subcontractors 10 enter upon existing rights-of-way and easements on OWNER's land;
and provide equipment (back-hoe) and operator to assist CONSULTANT in preliminary subsurface soils
investigation, if required. OWNER shall publish advertisements for bids and obtain permits and licenses that may
be required by local, State, or Federal authorities and shall secure the necessary land, easements, and rights-of-
way
2.3 OWNER shall not require CONSULTANT to furnish or become obligated for non-engineering services should, at
the discretion of OWNER, they become necessary for rurther assurances than those provided by CONSULTANT in
the course of this work including such legal, accounting, independent cost estimating and insurance counseling
services as may be required for the Project, and any costs of non-engineering services and/or second engineering
opinion.
SECTION 3 - REIMBURSABLE EXPENSES
Reimbursable Expenses mean the actual expenses incurred directly in connection with the performance of
furnishing Basic and Additional Services for the Project Reimbursable expenses shall include the amount billed to
CONSULTANT times a factor of 1.15.
SECTION 4 - MISCELLANEOUS
4.1 Reuse of Documents
All documents including Drawings and Reports prepared by CONSULTANT pursuant to the Agreement are
instruments of service in respect of the Project. They are not intended or represented to be suitable for reuse by
OWNER or others on any other project. Any reuse without wrillen veriricalion or adaptation by CONSULTANT for
the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to CONSULTANT,
and OWNER shall indemnify and hold harmless CONSULTANT from all claims, damages, losses and expenses
Including attorneys' fees arising out of or resulting lherefrom. Reproducible "As-Built" plans shall be delivered to
OWNER for the purpose of updating current records Electronic copies of "as-built" plans shall remain the
proprietary property of CONSULTANT and shall not be delivered to OWNER under the terms of this Agreement.
4.2 Termination
4.2.1 The obligation to provide further services under this Agreement may be terminated by either party thirty (30)
days after receipt of written notice In the event of termination by either party, the OWNER shall pay the
CONSULTANT for services rendered and cost incurred, in accordance with the CONSULTANT's prevailing Fee
schedule and expense reimbursement policy. Services and costs shall include lhose incurred up to the lime of
termination, as well as lhose associated with termination and post-termination activities
4.2.2 The CONSULTANT, as soon as possible but not later than the effective date of such notice, shall, unless the
notice directs otherwise, immediately discon1inue all services in connection with this Agreement and shall proceed
to cancel promptly all existing orders and subcontrac1s insofar as such orders or subcontracts are chargeable to
this Agreement. Within 30 days atter the effective date of notice of termination, the CONSULTANT shall deliver
copies of all Documents to Ihe OWNER and submit an invoice showing in detail services performed under this
Agreemenl to the date of termination. The OWNER shall then pay the prescribed Fees and aU Reimbursable
Expenses to Ihe CONSULTANT for services aclually performed under this Agreement up to the date or termination
less cash payment on account of charges previously made. The CONSULTANT shall submit invoices for vendor
and subcontractor charges which are incurred to the Project prior to the effective date of termination and received
by the CONSULTANT after its initiallerminalion invoice and shall within 30 days of receipt by OWNER pay such
InVOices
4.3. Successors and Assigns.
4.3.1 OWNER and CONSULTANT each binds himself and his partners, successors, executors, administrators,
assigns and legal representatives to the other party of this Agreement and to the partners, successors, executors,
administrators, assigns and legal representatives of such other party, in respect to all covenants, agreements and
obligations of this Agreement
4.3.2 Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than OWNER and
CONSULTANT.
4.4 Extra Work
Any work performed by the CONSULTANT in fulfillment of the objectives of this Agreement but not stated in the
scope of work description shall be Extra Work under lhe terms or this Agreement Extra Work may be a change in
the scope or schedule of 1he project, change in conditions, or work occasioned by public controversy including
studies, conferences, and correspondence. Payment to the CONSULTANT for such Extra Work shall be in addition
to aU other payments due the CONSULTANT for work under this Agreement. Such Payment shall be as agreed
and stipulated in an amendment to this Agreement, or shall be based on time and reimbursable expenses at Ihe
CONSULTANT's standard rates set forth in Exhibit A attached hereto in the event that no such agreed amount is
stipulaled, Extra Work shall be authorized either orally by OWNER or by written instruction by OWNER with specific
lasks and criteria. Invoice for Extra Work shall be billed as provided in Sechon 7 below
4.5 Accuracy of Cosls
CONSULTANT cannot and does not guarantee that proposals, bids or actual Project or Construction Costs will not
vary from opinions of probable cosllhey prepared. If prior to the Bidding or Negotiating Phase OWNERS wish
greater assurance as to Projection of probable Construction Cost, OWNER shall employ an independent cost
estimator as provided in paragraph 2.3. CONSULTANT services to modify the Contract Documents 10 bring the
Construction Cost within any limitation established by OWNER will be considered Extra Work as provided in Section
paragraph 4 4 and paid for as such by OWNER
4.6 Governing Law
This Agreement shall be governed by the laws of the State of Idaho Any dispute regarding a question of facl or law
shall be determined as provided by State law
4.7 Mediation
In an effort to resolve any connicts that arise during the design or construction of the projecl or following the
completion of the project, the OWNER and the CONSULTANT agree that all disputes between them arising out of
or relating to this Agreement shall be submilted to nonbinding mediation unless the parties mutually agree
otherwise.
SECTION 5 - INSURANCE
CONSULTANT, as an independent contractor, shall maintain statutory workmen's compensation insurance
coverage, employer's liability, comprehensive general liability insurance, and errors and omissions coverage
CONSULTANT shall provide OWNER current certificates of insurance. CONSULTANT shall immediately notify
OWNER of insurance coverage that is terminated as it relates to this Agreement
SECTION 6 - SEVERABILITY
The OWNER and CONSULTANT have entered into this Agreemenl of their own free will, to communicate to one
another mutual understanding and responsibilities. Any element of this Agreemenllaler held to violate a law or
regulation shall be deemed void, and all remaining provisions shall continue in force. However, the OWNER and
CONSULTANT will in good faith allempt 10 replace the invalid provision with one that is valid and enforceable, and
which achieves the intent of the original provision.
SECTION 7 - PAYMENTS TO CONSULTANT
Invoices for basic and additional services and reimbursable expenses will be prepared in accordance with
CONSULTANT's standard invoicing policies. The amount billed for basic services and additional services in each
invoice will be calculaled on the basis set forth in the Exhibits herein. Invoices are due and payable wilhin forty-five
(45) days upon receipt. Invoices shall be sufficiently detailed to allow OWNER to determine the nature of services
provided on Invoice.
SECTION B - LIABILITY OF PARTIES
8,1 Standard of Service
8, 1.1 CONSULTANT's services shall be governed by the negligence standard for professional services, measured
as of the time those services were rendered. CONSULTANT shall not be responsible for construction means or
methods or for the failure of any third party to carry out its responsibilities.
8.2 Indemnification
8.2.1 CONSULTANT agrees to indemnify and hold harmless OWNER from any loss, cost, or expense claimed by
third parties for property damage or bodily injury, including death caused by a negligent act, error or omission or
CONSULTANT, or its employees in connection with the Project Notwilhstanding the foregoing agreemenl to
indemnify and hold harmless, the parties expressly agree that CONSULTANT has no duly to defend (he OWNER
from and against any claims, causes of action, or proceedings of any kind
8.2,2 OWNER agrees to indemnify and hold harmless CONSULTANT from any loss, cost or expense claimed by
third parties for property damage or bodily injury, including death caused by a negligent act, error or omission by
OWNER, or its employees in connection with the Project. Notwithstanding the foregoing agreement to indemnify
and hold harmless, the parties expressly agree that OWNER has no duty to defend the CONSULTANT rrom and
against any claims, causes of aclion, or proceedings of any kind.
8_2.3 If negligence or willful misconduct of both CONSULTANT and OWNER is a cause of such damage between
CONSULTANT and OWNER, the righl of indemnity shall apply in proportion to their relative degree of negligence of
willful misconduct, as ultimately determined by a court of competent jurisdiction.
8.2.4 Nothing contained here shall extend the liability of either party beyond that provided by goveming law in the
State of Idaho.
8.3 Limitation of Liability
8.3.1 OWNER AGREES TO LIMIT CONSULTANT'S LIABILITY TO OWNER ARISING FROM CONSULTANT'S
PROFESSIONAL ACTS, ERRORS OR OMISSIONS, SUCH THAT THE TOTAL AGGREGATE LIABILITY OF
CONSULTANT, INCLUDING ATTORNEYS' FEES, COSTS, AND OTHER PROFESSIONAL FEES, TO ALL
THOSE NAMED SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS (5500,000) OR TWICE THE
AMOUNT OF CONSULTANT'S FEE, WHICHEVER IS GREATER.
8.3.2 Neither party shall have any right or claim to incidental. direct, indirect or consequential damages from the
other party.
8.3.3. In the eventlhe OWNER and CONSULTANT believe a project may be high risk, OWNER and CONSULTANT
agree to the purchase of Specific Job Excess policy or similar project insurance. The cost of Ihe policy shall be
treated as project expense. If applicable, lhe project Contractor may be required to participate in the purchase of
said Specific Job Excess coverage
SECTION 9 - HAZARDOUS MATERIALS
9.111 is acknowledged by both parties that the CONSULTANTs scope of services does not include any services
related to asbestos or hazardous or toxic materials. In the event CONSULTANT or any olher party encounters
asbestos or hazardous or toxic materials at the job site, or should it become known in any that such materials may
be present at he jobsite or any adjacent areas that may affect the performance of lhe CONSULTANT's services, the
CONSULTANT may, at his or her option and wilhout liability for consequential or any other damages, suspend
performance of services on the project until the OWNER relains appropriate specialist consultant(s) or conlractor(s)
to identify, abate, and/or remove fhe asbestos or hazardous or toxic materials, and warranl that the jobsile is in rull
compliance with applicable laws and regulations.
9.2 The OWNER agrees, notwithstanding any other provisions of this Agreement, 10 lhe fullest extent permitted by
law, to indemnify and hold harmless the CONSULTANT, his or her officers, partners, employees, agents and
consultants from and against any and all claims, suits, demands, liabilities, losses, or costs, including reasonable
attorneys' fees and defense costs, resulting or accruing to any and all persons, firms and any other legal entity,
caused by, arising out of or in any way connected with detection, presence, handling, removal, abatement, or
disposal of any asbestos or hazardous or toxic substances, products, or malerials thai exisl on, about or adjacanlto
the job site, whether liability arises under breach of conlract or warranly, tort, including negligence, strict liability or
statutory liability or any other cause of action
SECTION 10 - MISCELLANEOUS
10.1 Definition of Agreement
As used herein the term "Agreement" refers 10 the Agreement and Exhibits to which these general provisions are
attached
10.2 Survival
All express representations, indemnification, or limitations of liability made or given in this Agreement will survive
the completion of all services of CONSULTANT under this Agreement or the termination of this Agreement for any
reason.
10.3 Independent Contraclor
It is agreed between all the parties hereto that CONSULTANT, is an independent contractor for OWNER, and is not
an employee or agent of OWNER.
10.4 Attorneys' Fees
It is agreed between the parties hereto that if either party defaults under this Agreement, the prevailing party
shall be entitled to recover from the defaulting party reasonable attorney fees, costs, and other professional
rees incurred in the enforcement of the terms and conditions of this Agreemenl
ATTACHMENT A
PROFESSIONAL SERVICES AGREEMENT
CITY OF EAGLE, a municipal corporation
Owner
Engineer _
STANDARD RA TES FOR SERVICES FOR 2010-11 (same as 2008-09 rates)
Holladay Engineering Company representative labor rates for engineering, geology, and related
services are as follows:
Principal
Project Manager III
Project Manager II
Project Manager I
Design Engineer III
Design Engineer II
Design Engineer I
Staff Engineer III
Staff Engineer II
Staff Engineer I
Geologist III
Geologist II
Geologist I
Staff Geologist III
Staff Geologist II
Staff Geologist I
Scientist III
Scientist II
Scientist I
Staff Scientist II
Staff Scientist I
$130.00/hr
130.00
120.00
110.00
115.00
110. 00
105.00
100.00
90.00
80.00
115.00
110.00
105.00
100.00
90.00
80.00
110. 00
100.00
90.00
90.00
80.00
Construction Manager II
Construction Manager I
Inspector/Observer
Engineering Aide
Surveyor Manager
Surveyor
Survey Technician II
Survey Technician I
3-Man Survey Crew
2-Man Crew with Total Station
1-Man Survey Crew
2-Man GPS Crew
1-Man GPS Crew
Planner
GIS/Graphics Manager
Designer
CADD Operator (Drafting) II
CADD Operator (Drafting) I
Administrative Assistant III
Administrative Assistant II
Administrative Assistant I
100.00
90.00
68.00
55.00
105.00
90.00
78.00
45.00
175.00
145.00
115.00
165.00
135.00
88.00
95.00
68.00
58.00
48.00
60.00
50.00
40.00
Development Reviews shall be based on pass-through cost in accordance with current Fee Resolution.
Other in-house charQes:
Mileage
Expert Testimony
CADD Computer
Standard GSA Rate
2 X Billing Rate
13.00
Hourly rates include normal costs of business overhead such as long distance phone calls, business
supplies, and normal office function costs.
Direct Project Costs are those project specific costs billed to us by consultants or vendors. Direct Project
Costs shall include the amount billed to ENGINEER times a factor of 1.15.
NON-BILLABLE SERVICES:
Unless otherwise authorized, the following adjustments shall apply for the duration of this Agreement:
Retainer for Professional Engineering Services $ 0
Weekly In-office office hours $ 0
General City Council representation $ 0
HOLLADAY ENGINEERING COMPANY
'",........"""'..lIJltlllllll\i<;~Uh1ilt\llllIllIIilIIIillIIU;..>."'IH< /liU,
32 N Main Street P.O. Box 235 (208) 642-3304 Fax: (208) 642-2159 email: hec@holladayengineering.com
ATTACHMENT B
PROFESSIONAL SERVICES AGREEMENT
CITY OF EAGLE, a municipal corporation
Owner
Engineer_
CITY ENGINEER - SCOPE OF WORK
Specific Engineering Services are defined below or by the OWNER. These items are inclusive
and part of this signed agreement.
1. Regularly attend City Council meetings;
2. Assist with budgeting, planning and rate studies;
3. Assist with review of development impact fees;
4. Assist with Downtown Revitalization budget and design;
5. Assist the City in negotiations between ITD, EPA, DEQ, IDWR, and other regulating
agencies;
6. Review monthly water and wastewater reports;
7. Provide comments on Comprehensive Plan revisions and updates;
8. Provide comments on ordinance revisions and updates;
9. Commercial and Residential Subdivision Development review including DR, LLA,
PD and other reviews consistent with Title 8 and 9, ECC;
10. Assist with annexations, area of impact negotiations;
11. Assist with flood plain development review consistent with Title 10, ECC;
12. Assist with specifications, selection, and oversight of outside consultants;
13. Assist with Local Improvement Districts (LID), and bond issues;
14. Assist with City Zoning, Utility, and GIS mapping;
15. Assist with Water System Master Planning and rate studies;
16. Water distribution system modeling;
17. Water distribution system improvement design consistent with Title 6, ECC;
18. Municipal well and control system design;
19. Assist with federal and state grant/loan programs;
20. Assist with Urban Renewal District budget and design;
21. Assist with NPDES and NPDES II permits;
22. Traffic evaluation, street planning and design;
23. Right-of-way and easement evaluation and acquisition assistance;
24. Surveying and construction staking;
25. Construction over sight;
26. Pavement design; and
27. Bridge inspection and design.
HOLLADAY ENGINEERING COMPANY
~IMklll$,klW$f8!V!WJlibilil,,",,,
32 N Main Street P.O. Box 235 (208) 642-3304 Fax: (208) 642-2159 email: hec@holladayengineering.com
TASK ORDER REQUEST FOR
CITY OF EAGLE ENGINEERING SERVICES
City Task Order No.:
THIS TASK ORDER, entered into on the date last signed below between the City of Eagle, hereinafter
referred to as the OWNER, and Holladay Engineering, hereinafter referred to as the CONSULTANT, is
subject to the provisions of the Agreement for Engineering Services, City Engineering Services dated
, hereinafter referred to as the AGREEMENT.
WITNESSETH:
WHEREAS, the OWNER intends have the City Engineer undertake work based on the Professional
Services Agreement dated October 26,2010 as hereinafter referred to as the PROJECT; NOW
THEREFORE, the OWNER and CONSULTANT in consideration of their mutual covenants herein agree in
respect as set forth below.
OWNER INFORMATION AND RESPONSIBILITIES:
The OWNER will provide to CONSULTANT the data and/or services specified in the
AGREEMENT.
In addition, the OWNER will provide review and direction for the Project.
SERVICES TO BE PERFORMED BY CONSULTANT:
Consultant will provide the services described in Attachment 1 hereto, incorporated herein by
reference.
SCHEDULE OF SERVICES TO BE PERFORMED:
CONSULTANT will perform said services within _ calendar days of the date of this TASK
ORDER.
FEES AND BILLING SCHEDULE:
The OWNER will pay CONSULTANT for its services on the basis of:
(Example: Fee Table, Time and Materials, Lump Sum.)
CONSULTANT may only perform the services described up to the funds available for this Task
Order. The OWNER shall inform CONSULTANT and CONSULTANT shall inquire of OWNER when
sufficient funds have been received for the scope of work described herein. CONSULTANT shall stop work
if sufficient funds are not available to OWNER for this Task Order.
Additional liability insurance may be provided by CONSULTANT as set forth in Attachment 1 to this
Task Order
IN WITNESS WHEREOF, the parties hereto have executed this TASK ORDER AGREEMENT as
of the day and year first above written.
Task Order - I
OWNER: City of Eagle
616 E. Civic Lane
Eagle, Idaho 83616
CITY APPROVAL:
By:
Date:
ATTEST:
Sharon Bergmann, City ClerkfTreasurer
Task Order - 2
CONSULTANT: Holladay Engineering Co.
32 N. Main Street
Payette, ID 83661
By:
Vernon E. Brewer, President
Date: