HomeMy Public PortalAbout6a. A-WOC796-04-23
Page 1 of 1 Professional Services Agreement
Tetra Tech, Inc.
Continuing Professional Services Agreement for Engineering Services
A-WOC796-04-23
This Agreement is made and becomes effective this 27th day of April 2023, between Town of Fraser (Client) and
Tetra Tech, Inc., (Consultant), a Delaware corporation.
Client hereby retains Consultant to perform engineering services for Client as described in individual Work Orders
that shall be issued for each engagement or Project. Work Orders issued under this Agreement shall contain a
description of the services (the Scope of Work) and shall state the compensation (the Fee) to be paid to Consultant
by Client and shall include a Schedule for completing the services. Each Work Order so issued shall become a part
of this Agreement. Work Orders may be issued under this Agreement at any time during the Period of Service, even
though the services provided under a particular Work Order may extend beyond the expiration date of the
Agreement. The terms and conditions of this Agreement shall remain in effect for any such Work Order that extends
beyond the expiration of this Agreement. Client acknowledges that Consultant will develop the Scope of Work, Fee,
and Schedule for each engagement or Project based on available information and various assumptions. Client
further acknowledges that adjustments to the schedule and compensation may be necessary based on the actual
circumstances encountered by Consultant in performing the services. Consultant is authorized to proceed with
services upon receipt of an executed Work Order. Consultant agrees to perform the services in consideration of the
compensation described in each Work Order and in accordance with the terms described in the attached Standard
Terms and Conditions.
This Agreement consists of this document together with Work Orders issued under this Agreement (a sample Work
Order is included as Attachment A), any attachments referenced therein, and the attached Standard Terms and
Conditions. This Agreement between the Client and Consultant supersedes all prior written and oral
understandings. This Agreement may only be amended, supplemented, modified, or cancelled by a duly executed
written instrument. Signature by facsimile or e-mail shall be deemed original.
Period of Service This Agreement shall become effective on the date written above and shall continue in full force
and effect through December 31, 2026, unless earlier terminated by either party as set forth in the Termination
provision of this Agreement. This Agreement may be renewed for additional one (1) year terms upon agreement in
writing by both parties.
In executing this Agreement, the undersigned also acknowledge their authority to bind the parties to all terms and
conditions.
In witness whereof, the parties hereto have made and executed this Agreement as of the day and year first written.
Town of Fraser Tetra Tech, Inc.
75487 US Highway 40 1560 Broadway, Suite 1400
Fraser, Colorado 80442 Denver, Colorado 80202
970.726.9621 303.825.5999
By By
Client's Authorized Signature Consultant's Authorized Signature
Deena Davidson, P.E.
Printed Name Operations Manager
deena.davidson@tetratech.com
Title
mwt\G:\Administrative\Contracts\Client Contracts\Client Work Order Contracts\Fraser, CO, Town of\A-WOC796-04-23.docx
Page 1 of 1 Attachment A – Sample Work Order
Professional Services Agreement
Attachment A – Work Order
WORK ORDER NO. ____
UNDER
TETRA TECH, INC.
WORK ORDER CONTRACT NO. __________ FOR
ENGINEERING SERVICES DATED ______________
CONSULTANT CLIENT
Name
Street Address
City, State, Zip
Contact Person
Telephone
Fax
E-Mail
Work Order Date:
Project Identification: Name:
Tt Project No:______ Location:
SCOPE OF WORK (attach sheet if necessary to describe)
SCHEDULE OF WORK (attach sheet if necessary to describe)
FEE
ACCEPTED BY: AUTHORIZED BY:
Consultant's Authorized Signature Client's Authorized Signature
Printed Name Printed Name
Title Title
_______________________________________
Date Executed
Two originals of this Work Order shall be executed by the Client and returned to Tetra Tech, Inc. A fully executed
copy will be returned to the Client.
Page 1 of 2 Tt Terms & Conditions, Fraser, Rev 08/24/20
Tetra Tech, Inc.
Engineering Services Standard Terms & Conditions
Services Consultant will perform services for the Project as set forth in the provisions for Scope
of Work/Fee/Schedule in individual Work Orders and in accordance with these Terms &
Conditions. Consultant has developed the Project scope of service, schedule, and
compensation based on available information and various assumptions. The Client
acknowledges that adjustments to the schedule and compensation may be necessary based
on the actual circumstances encountered by Consultant in performing their services. Consultant
is authorized to proceed with services upon receipt of an executed Agreement.
Compensation In consideration of the services performed by Consultant, the Client shall pay
Consultant in the manner set forth in individual Work Orders. The parties acknowledge that
terms of compensation are based on an orderly and continuous progress of the Project.
Compensation shall be equitably adjusted for delays or extensions of time beyond the control
of Consultant. Where total project compensation has been separately identified for various
tasks, Consultant may adjust the amounts allocated between tasks as the work progresses so
long as the total compensation amount for the project is not exceeded.
Fee Definitions The following fee types shall apply to methods of payment:
• Salary Cost is defined as the individual’s base salary plus customary and statutory
benefits. Statutory benefits shall be as prescribed by law and customary benefits shall
be as established by Consultant employment policy.
• Cost Plus is defined as the individual’s base salary plus actual overhead plus
professional fee. Overhead shall include customary and statutory benefits,
administrative expense, and non-project operating costs.
• Lump Sum is defined as a fixed price amount for the scope of services described.
• Standard Rates is defined as individual time multiplied by standard billing rates for
that individual.
• Subcontracted Services are defined as Project-related services provided by other
parties to Consultant.
• Reimbursable Expenses are defined as actual expenses incurred in connection with
the Project.
Payment Terms Consultant shall submit invoices at least once per month for services
performed and Client shall pay the full invoice amount within 30 days of the invoice date.
Invoices will be considered correct if not questioned in writing within 10 days of the invoice date.
Client payment to Consultant is not contingent on arrangement of project financing or receipt of
funds from a third party. In the event the Client disputes the invoice or any portion thereof, the
undisputed portion shall be paid to Consultant based on terms of this Agreement. Invoices not
in dispute and unpaid after 30 days shall accrue interest at the rate of one and one-half percent
per month (or the maximum percentage allowed by law, whichever is the lesser). Invoice
payment delayed beyond 60 days shall give Consultant the right to stop work until payments
are current. Non-payment beyond 70 days shall be just cause for termination by Consultant.
Additional Services The Client and Consultant acknowledge that additional services may be
necessary for the Project to address issues that may not be known at Project initiation or that
may be required to address circumstances that were not foreseen. In that event, Consultant
shall notify the Client of the need for additional services and the Client shall pay for such
additional services in an amount and manner as the parties may subsequently agree.
Site Access The Client shall obtain all necessary approvals for Consultant to access the Project
site(s).
Underground Facilities Consultant and/or its authorized subcontractor will conduct research
and perform site reconnaissance in an effort to discover the location of existing underground
facilities prior to developing boring plans, conducting borings, or undertaking invasive
subsurface investigations. Client recognizes that accurate drawings or knowledge of the
location of such facilities may not exist, or that research may reveal as-built drawings or other
documents that may inaccurately show, or not show, the location of existing underground
facilities. In such events, except for the sole negligence, willful misconduct, or practice not
conforming to the Standard of Care cited in this Agreement, Client agrees to indemnify and hold
Consultant and/or its Subcontractor harmless from any and all property damage, injury, or
economic loss arising or allegedly arising from borings or other subsurface penetrations.
Regulated Wastes Client is responsible for the disposal of all regulated wastes generated as
a result of services provided under this Agreement. Consultant and Client mutually agree that
Consultant assumes no responsibility for the waste or disposal thereof.
Contractor Selection Consultant may make recommendations concerning award of
construction contracts and products. The Client acknowledges that the final selection of
construction contractors and products is the Client’s sole responsibility.
Ownership of Documents Drawings, specifications, reports, programs, manuals, or other
documents, including all documents on electronic media, prepared under this Agreement are
instruments of service and are, and shall remain, the property of Client and Consultant. Record
documents of service shall be based on the printed copy. Consultant will retain all common law,
statutory, and other reserved rights, including the copyright thereto. Consultant will furnish
documents electronically; however, the Client releases Consultant from any liability that may
result from documents used in this form. Consultant shall not be held liable for reuse of
documents or modifications thereof by the Client or its representatives for any purpose other
than the original intent of this Agreement, without written authorization of and appropriate
compensation to Consultant.
Standard of Care Services provided by Consultant under this Agreement will be performed in
a manner consistent with that degree of care and skill ordinarily exercised by members of the
same profession currently practicing under similar circumstances. Consultant makes no
warranty or guaranty, either express or implied. Consultant will not be liable for the cost of any
omission that adds value to the Project.
Period of Service Agreement shall remain in force until the later of the completion and
acceptance of the services or the termination date. Consultant shall perform the services for
the Project in a timely manner consistent with sound professional practice. Consultant will strive
to perform its services according to the Project schedule set forth in the provisions for Scope of
Work/Fee/Schedule in Individual Work Orders. The services of each task shall be considered
complete when deliverables for the task have been presented to the Client. Consultant shall be
entitled to an extension of time and compensation adjustment for any delay beyond Consultant
control.
Insurance and Liability Consultant shall maintain the following insurance and coverage
limits during the period of service. The Client will be named as an additional insured on the
Commercial General Liability and Automobile Liability insurance policies.
Worker’s Compensation – as required by applicable state statute
Commercial General Liability - $1,000,000 per occurrence for bodily injury, including death
and property damage, and $2,000,000 in the aggregate
Automobile Liability –$1,000,000 combined single limit for bodily injury and property damage
Professional Liability (E&O) - $1,000,000 each claim and in the aggregate
The Client shall make arrangements for Builder’s Risk, Protective Liability, Pollution
Prevention, and other specific insurance coverage warranted for the Project in amounts
appropriate to the Project value and risks. Consultant shall be a named insured on those
policies where Consultant may be at risk. The Client shall obtain the counsel of others in
setting insurance limits for construction contracts.
Indemnification Consultant shall indemnify and hold harmless the Client and its employees
from any liability, settlements, loss, or costs (including reasonable attorneys’ fees and costs of
defense) to the extent caused solely by the negligent act, error, or omission of Consultant in the
performance of services under this Agreement. If such damage results in part by the negligence
of another party, Consultant shall be liable only to the extent of Consultant’s proportional
negligence.
Dispute Resolution The Client and Consultant agree that they shall diligently pursue resolution
of all disagreements within 45 days of either party’s written notice using a mutually acceptable
form of mediated dispute resolution prior to exercising their rights under law. Consultant shall
continue to perform services for the Project and the Client shall pay for such services during the
dispute resolution process unless the Client issues a written notice to suspend work. Causes
of action between the parties to this Agreement shall be deemed to have accrued and the
applicable statutes of repose and/or limitation shall commence not later than the date of
substantial completion.
Suspension of Work The Client may suspend services performed by Consultant with cause
upon one (1) day written notice. Consultant shall submit an invoice for services performed
up to the effective date of the work suspension and the Client shall pay Consultant all
outstanding invoices within fourteen (14) days. If the work suspension exceeds thirty (30)
days from the effective work suspension date, Consultant shall be entitled to renegotiate the
Project schedule and the compensation terms for the Project.
Termination The Client or Consultant may terminate services on the Project upon one (1) day
written notice without cause or in the event of substantial failure by the other party to fulfill its
obligations of the terms hereunder. Consultant shall submit an invoice for services performed
up to the effective date of termination and the Client shall pay Consultant all outstanding
invoices, together with all costs arising out of such termination, within fourteen (14) days. The
Client may withhold an amount for services that may be in dispute provided that the Client
furnishes a written notice of the basis for their dispute and that the amount withheld represents
a reasonable value.
Authorized Representative The Project Manager assigned to the Project by Consultant is
authorized to make decisions or commitments related to the project on behalf of Consultant.
Page 2 of 2 Tt Terms & Conditions, Fraser, Rev 08/24/20
Only authorized representatives of Consultant are authorized to execute contracts and/or work
orders on behalf of Consultant. The Client shall designate a representative with similar authority.
Email messages between Client and members of the project team shall not be construed as an
actual or proposed contractual amendment of the services, compensation or payment terms of
the Agreement.
Project Requirements The Client shall confirm the objectives, requirements, constraints, and
criteria for the Project at its inception. If the Client has established design standards, they shall
be furnished to Consultant at Project inception. Consultant will review the Client design
standards and may recommend alternate standards considering the standard of care provision.
Independent Consultant Consultant is and shall be at all times during the term of this
Agreement an independent consultant and not an employee or agent of the Client.
Consultant shall retain control over the means and methods used in performing Consultant’s
services and may retain subconsultants to perform certain services as determined by
Consultant.
Compliance with Laws Consultant shall perform its services consistent with sound
professional practice and endeavor to incorporate laws, regulations, codes, and standards
applicable at the time the work is performed. In the event that standards of practice change
during the Project, Consultant shall be entitled to additional compensation where additional
services are needed to conform to the standard of practice.
Permits and Approvals Consultant will assist the Client in preparing applications and
supporting documents for the Client to secure permits and approvals from agencies having
jurisdiction over the Project. The Client agrees to pay all application and review fees.
Limitation of Liability In recognition of the relative risks and benefits of the project to both the
Client and Consultant, the risks have been allocated such that the Client agrees, to the fullest
extent permitted by law, to limit the liability of Consultant and its subconsultants to the Client
and to all construction contractors and subcontractors on the project for any and all claims,
losses, costs, damages of any nature whatsoever or claims expenses from any cause or
causes, so that the total aggregate liability of Consultant and its subconsultants to all those
named shall not exceed $50,000 or the amount of Consultant’s total fee paid by the Client for
services under this Agreement, whichever is the greater. Such claims and causes include, but
are not limited to negligence, professional errors or omissions, strict liability, breach of contract
or warranty.
Consequential Damages Notwithstanding any other provision of this Agreement, and to the
fullest extent permitted by law, neither the Client nor Consultant, their respective officers,
directors, partners, employees, contractors or subconsultants shall be liable to the other or shall
make any claim for any incidental, indirect or consequential damages arising out of or
connected in any way to the project or to this Agreement. This mutual waiver of consequential
damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of
income, loss of reputation or any other consequential damages that either party may have
incurred from any cause of action including negligence, strict liability, breach of contract and
breach of strict or implied warranty. Both the Client and Consultant shall require similar waivers
of consequential damages protecting all the entities or persons named herein in all contracts
and subcontracts with others involved in this project or with this Agreement.
Waiver of Subrogation Consultant shall endeavor to obtain a waiver of subrogation against
the Client, if requested in writing by the Client, provided that Consultant will not increase its
exposure to risk and Client will pay the cost associated with any premium increase or special
fees.
Environmental Matters The Client warrants that they have disclosed all potential hazardous
materials that may be encountered on the Project. In the event unknown hazardous materials
are encountered, Consultant shall be entitled to additional compensation for appropriate actions
to protect the health and safety of its personnel, and for additional services required to comply
with applicable laws. The Client shall indemnify Consultant from any claim related to hazardous
materials encountered on the Project except for those events caused by negligent acts of
Consultant.
Cost Opinions Consultant shall prepare cost opinions for the Project based on historical
information that represents the judgment of a qualified professional. The Client and Consultant
acknowledge that actual costs may vary from the cost opinions prepared and that Consultant
offers no guarantee related to the Project cost.
Contingency Fund The Client acknowledges the potential for changes in the work during
construction and the Client agrees to include a contingency fund in the Project budget
appropriate to the potential risks and uncertainties associated with the Project. Consultant may
offer advice concerning the value of the contingency fund; however, Consultant shall not be
liable for additional costs that the Client may incur beyond the contingency fund they select
unless such additional cost results from a negligent act, error, or omission related to services
performed by Consultant.
Safety Consultant shall be responsible solely for the safety precautions or programs of its
employees and no other party.
Information from Other Parties The Client and Consultant acknowledge that Consultant will
rely on information furnished by other parties in performing its services under the Project.
Consultant shall not be liable for any damages that may be incurred by the Client in the use of
third party information.
Force Majeure Consultant shall not be liable for any damages caused by any delay that is
beyond Consultant’s reasonable control, including but not limited to unavoidable delays that
may result from any acts of God, strikes, lockouts, wars, acts of terrorism, riots, acts of
governmental authorities, extraordinary weather conditions or other natural catastrophes, or
any other cause beyond the reasonable control or contemplation of either party.
Waiver of Rights The failure of either party to enforce any provision of these terms and
conditions shall not constitute a waiver of such provision nor diminish the right of either party to
the remedies of such provision.
Warranty Consultant warrants that it will deliver services under the Agreement within the
standard of care. No other expressed or implied warranty is provided by Consultant.
Severability Any provision of these terms later held to be unenforceable shall be deemed
void and all remaining provisions shall continue in full force and effect. In such event, the
Client and Consultant will work in good faith to replace an invalid provision with one that is
valid with as close to the original meaning as possible.
Survival All obligations arising prior to the termination of this Agreement and all provisions
of these terms that allocate responsibility or liability between the Client and Consultant shall
survive the completion or termination of services for the Project.
Assignments Neither party shall assign its rights, interests, or obligations under the Agreement
without the express written consent of the other party.
Governing Law The terms of Agreement shall be governed by the laws of the state where
the services are performed provided that nothing contained herein shall be interpreted in
such a manner as to render it unenforceable under the laws of the state in which the Project
resides.
Collection Costs In the event that legal action is necessary to enforce the payment
provisions of this Agreement if Client fails to make payment within sixty (60) days of the
invoice date, Consultant shall be entitled to collect from the Client any judgment or settlement
sums due, reasonable attorneys’ fees, court costs, and expenses incurred by Consultant in
connection therewith and, in addition, the reasonable value of Consultant’s time and
expenses spent in connection with such collection action, computed at Consultant’s
prevailing fee schedule and expense policies.
Equal Employment Opportunity Consultant will comply with federal regulations pertaining
to Equal Employment Opportunity. Consultant is in compliance with applicable local, state,
and federal regulations concerning minority hiring. It is Consultant’s policy to ensure that
applicants and employees are treated equally without regard to race, creed, sex, color,
religion, veteran status, ancestry, citizenship status, national origin, marital status, sexual
orientation, or disability. Consultant expressly assures all employees, applicants for
employment, and the community of its continuous commitment to equal opportunity and fair
employment practices.
Attorney Fees Should there be any suit or action instituted to enforce any right granted in
this contract, the substantially prevailing party shall be entitled to recover its costs,
disbursements, and reasonable attorney fees from the other party. The party that is awarded
a net recovery against the other party shall be deemed the substantially prevailing party
unless such other party has previously made a bona fide offer of payment in settlement and
the amount of recovery is the same or less than the amount offered in settlement.
Reasonable attorney fees may be recovered regardless of the forum in which the dispute is
heard, including an appeal.
Third Party Beneficiaries Nothing in this Agreement shall create a contractual relationship
with or a cause of action in favor of a third party against either the Client or the Consultant.
The Consultant’s services under this Agreement are being performed solely for the Client’s
benefit, and no other entity shall have any claim against the Consultant because of this
Agreement or the performance or nonperformance of services hereunder. The Client agrees
to include a provision in all contracts with contractors and other entities involved in this
project to carry out the intent of this paragraph.
Captions The captions herein are for convenience only and are not to be construed as part
of this Agreement, nor shall the same be construed as defining or limiting in any way the
scope or intent of the provisions hereof.