HomeMy Public PortalAbout2009.04.09 Memo on T-O professional services agreement.
Memo re: T-O Professional Service Agreement -1
Memorandum
To: Lindley Kirkpatrick
From: William F. Nichols
Date: April 9, 2009
Re: T-O Professional Services Agreement for Taxiway Reconstruction
In the interest of time, I will attempt to set forth issues I saw in the draft Professional Services
Agreement with T-O Engineers for the airport taxiway relocation project.
Main Agreement.
1.6.7 indicates to me that if there is a disagreement with the contractor, that any engineering
services after the initial meetings are outside the flat fee scope of work. Not unusual but must be
carefully monitored so costs don’t run away.
Section 2 outlines additional services that are beyond the flat fee. Be sure there is a good
understanding of exactly what is outside that flat fee and monitor the effort carefully.
2.2 includes a description of typical work which is outside the flat fee, specifically matters
related to claims. Assessments will have to be made at the time to determine whether the cost of
fussing with a claim is more than the claim itself. We should consider putting language in the
draft contracts for the construction which would allow us to surcharge the contractor for any
additional engineering expense occasioned by contractor errors and defects.
2.3.5 says we pay for any time related to serving as a witness in litigation. The language should
be modified to read “… in any litigation, arbitration or other legal or administrative proceeding
involving the Project in which the ENGINEER is not a party.
3.1 says we will designate an Owner’s Representative but the agreement calls out the Engineer as
the Owner’s representative in the construction agreements. Later in the agreement John
Anderson is called out as the Owner’s Designated Representative. If the Owner’s Representative
in 3.1 is the same as the Owner’s Designated Representative then the agreement should say so.
I don’t understand why 3.10 is in the agreement at all. I don’t understand why we should furnish
cost information to the Engineer.
3.13 says we have to appoint a Project Safety Officer; we need to plan for that.
Memo re: T-O Professional Service Agreement -2
5.2.3 has the typical “Engineers get to add ten percent” to the cost of outside services for acting
as a pass through. I would ask that you see if this can be negotiated out.
In 5.2.4 we agree to pay travel costs but there is no requirement that the Engineer seek the least
expensive means of travel. This job will not likely involve a plane ticket but we should not have
to reimburse for first class when coach will do. A simple addition that Engineer will seek the
lowest cost alternative should be sufficient.
6.2.2.5 seems to limit our options. There should be a caveat that allows the City to determine
whether to reject all bids, and at its option determine whether to re-bid. Certainly at least after a
second round of bidding if the numbers don’t fit what is available to pay for it the Council should
be able to give up on the project. Not likely, but the wording here locks the City in to approving
the increased cost, negotiate or rebid (which is essentially re-bidding as negotiating is limited) or
revising the scope of the Project.
At 7.3.2, the word “solely” in the first sentence should be deleted.
8.2 should be eliminated or at the very least modified. If we intend to allow them to limit their
liability to $1M then we should at least delete the “… and all construction contractors…” phrase.
We cannot contractually limit the Engineer’s liability to others.
Exhibit A.
2.5 notes that there may be additional engineering services if the Parallel taxiway is to be used as
a runway.
3.1 refers to an existing retention basin. John should be sure that can be used without
modification otherwise we get into Project modification and additional cost.
Table 8-1 needs to be thoroughly understood so you aren’t surprised when additional services are
billed.
Table 8-2 indicates that any presentations to City Council are extra services. Seems to me there
should be a few of these without additional charge. Isn’t it appropriate for them to present to the
Council before the project begins, perhaps mid course, and then after all is done. Not sure what
is typical but if Council wants a presentation, as it stands now, that is extra.
Section 3 has to be thoroughly understood by John (but given his experience probably not a
problem).
Section 4, the Project schedule has final design done a week after the first advertisement for
bidders. Is this correct or typical?
Memo re: T-O Professional Service Agreement -3
5.4.1 says that if the Engineer asks for a fee adjustment and FAA says okay then the City must
approve. We need to make sure the grant does not contain different language.
Exhibit B.
The identity of the parties needs to be changed. We are neither the City or Arco, nor Butte
County.
Exhibit C.
IV. Regular size copies are $.20 and legal size are $.25 per page. The charge should be more
like $.10 and $.15 per page. Outside reproduction is surcharged ten percent. I think the
surcharge should be eliminated.
VI. Eliminate the surcharge.
In Note 2 it indicates that overtime is compensated on the basis of an 8 hour day rather than a 40
hour week. Unless this is a requirement of the federal grant, this should be changed to the 40
hour week standard.
END OF MEMO