HomeMy WebLinkAboutRobinson Engineering Co.-9/4/2012Please return this copy to:
City Clerk & Finance Department
715 Mulberry Street
Waterloo, IA 50703
STANDARD FORM OF AGREEMENT
BETWEEN
THE CITY OF WATERLOO — Leisure Services AND
ROBINSON ENGINEERING COMPANY
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of September 4, 2012 between the City of Waterloo —
Leisure Services ("OWNER") and Robinson Engineering Company ('ENGINEER").
OWNER intends to design complete streambank stabilization for Virden Creek as it flows
through the Gates Park Golf Course located at 820 East Donald Street, Waterloo, Iowa (the
"Project").
OWNER and Engineer in consideration of their mutual covenants herein agree in respect of the
performance or furnishing of professional engineering services by ENGINEER with respect to
the Project and the payment for those services by OWNER as set forth below. Execution of this
Agreement by ENGINEER and OWNER constitutes OWNER's written authorization to
ENGINEER to proceed on the date first above written with the first phase of the Basic Services
described in Section 2 below and as further set forth in Exhibit A, "Further Description of Basic
Engineering Services and Related Matters" ("Exhibit A") and in the other exhibits listed in
Section 9 below. This agreement will become effective on the date first above written.
Page 1 of 12
SECTION 1 — GENERAL
1.1 Standard of Care.
ENGINEER shall perform for or furnish to OWNER
professional engineering and related services in all
phases of the Project to which this Agreement applies
as hereinafter provided. ENGINEER shall serve as
OWNER's prime design professional and engineering
representative for the Project providing professional
engineering consultation and advice with respect
thereto. ENGINEER may employ such ENGINEER's
Consultants as ENGINEER deems necessary to assist in
the performance or furnishing of professional
engineering and related services hereunder.
ENGINEER shall not be required to employ any
ENGINEER's Consultants unacceptable to
ENGINEER.
The standard of care for all professional engineering
and related services performed or furnished by
ENGINEER under this Agreement will be the care and
skill ordinarily used by members of ENGINEER's
profession practicing under similar conditions at the
same time and in the same locality. ENGINEER makes
no warranties, express or implied, under this Agreement
or otherwise, in connection with ENGINEER's
services.
1.2 Definitions
Wherever used in this Agreement the following terms
have the meanings indicated which are applicable to
both the singular and plural thereof:
1.2.1 Additional Services. Additional Services means
the services to be performed for or furnished to
OWNER by ENGINEER described in Section 3 of this
Agreement.
1.2.2 Agreement. Agreement means this Standard
Form of Agreement between OWNER and ENGINEER
for Professional Services including those exhibits listed
in Section 9 of this Agreement.
1.2.3 Basic Services. Basic Services means the services
to be performed for or furnished to OWNER by
ENGINEER described in Section 2 of this Agreement.
1.2.4 Construction Cost. Construction Cost means the
total cost to OWNER of those portions of the entire
Project designed or specified by ENGINEER.
Construction Cost does not include ENGINEER's
compensation and expenses, the cost of land, rights-of-
way, or compensation for or damages to properties, or
OWNER's legal, accounting, insurance counseling or
auditing services, or interest and financing charges
incurred in connection with the Project or the cost of
other services to be provided by others to OWNER
pursuant to Section 4 of this Agreement.
Construction Cost is one of the items comprising
Total Project Costs.
1.2.5 Contractor. Contractor means the person or
entity with whom OWNER enters into a written
agreement covering construction work to be
performed or furnished with respect to the Project.
1.2.6 ENGINEER's Consultant. ENGINEER's
Consultant means a person or entity having a contract
with ENGINEER to perform or furnish Basic or
Additional Services as ENGINEER's independent
professional associate or consultant engaged directly
on the Project.
1.2.7 Reimbursable Expense. Reimbursable
Expenses means the expenses incurred directly in
connection with the performance or furnishing of
Basic and Additional Services for the Project for
which OWNER shall pay ENGINEER as indicated in
Exhibit B, "Payments to Engineer for Services and
Reimbursable Expenses" ("Exhibit B").
1.2.8 Total Project Costs. Total Project Costs means
the sum of the Construction Cost, allowances for
contingencies, the total costs of design professional
and related services provided by ENGINEER and (on
the basis of information furnished by OWNER)
allowances for such other items as charges of all
other professionals and consultants, for the cost of
land and rights-of-way, for compensation for or
damages to properties, for interest and financing
charges and for other services to be provided by
others to OWNER under paragraph 4.4, 4.5 and 4.7
through 4.14, inclusive.
SECTION 2 - BASIC SERVICES OF ENGINEER
The duties and responsibilities of ENGINEER are set
forth and supplemented as indicated in Exhibit A.
SECTION 3 - ADDITIONAL SERVICES OF
ENGINEER
3.1 Additional Services Requiring Authorization
in Advance.
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If authorized in writing by OWNER, ENGINEER shall
furnish or obtain from others Additional Services of the
types listed in paragraph 3.1.1 through 3.1.19,
inclusive, as amended and supplemented as indicated in
Exhibit A. These services are not included as part of
Basic Services except to the extent otherwise provided
in Exhibit A. These services will be paid for by
OWNER as indicated in Section 6.
3.1.1. Preparation of applications and supporting
documents (in addition to those furnished under Basic
Services) for private or governmental grants, loans or
advances in connection with the Project; preparation or
review of environmental assessments and impact
statements; review and evaluation of the effect on the
design requirements of the Project of any such
statements and documents prepared by others; and
assistance in obtaining approvals of authorities having
jurisdiction over the anticipated environmental impact
of the Project.
3.1.2. Services to make measured drawings of or to
investigate existing conditions or facilities, or to verify
the accuracy of drawings or other information furnished
by OWNER.
3.1.3. Services resulting from evaluation by
ENGINEER during the Study and Report Phase at
OWNER's request of alternative solutions in addition
to those specified in Exhibit A.
3.1.4. Services resulting from significant changes in
the scope, extent or character of the portions of Project
designed or specified by ENGINEER or its design
requirements including, but not limited to, changes in
size, complexity, OWNER's schedule, character of
construction or method of financing; and revising
previously accepted studies, reports, Drawings,
Specifications, or Contract Documents when such
revisions are required by changes in laws, rules,
regulations, ordinances, codes or orders enacted
subsequent to the preparation of such studies, reports,
Drawings, Specifications, or Contract Documents, or
are due to any other causes beyond ENGINEER's
control.
3.1.5. Services resulting from facts revealed about
conditions:
3.1.5.1 which are different from information about
such conditions that OWNER previously provided to
ENGINEER under paragraph 4.4 and upon which
ENGINEER was entitled to rely; or
3.1.5.2. as to which OWNER had responsibility to
provide information under paragraph 4.4 is such
information was not previously provided.
3.1.6. Providing renderings or models for OWNER's
use.
3.1.7. Preparing documents for alternate bids
requested by OWNER for Contractor's work which is
not executed or documents for out -of -sequence work.
3.1.8. Undertaking investigations and studies
including, but not limited to, detailed consideration of
operations, maintenance and overhead expenses; the
preparation of feasibility studies, cash flow and
economic evaluations, rate schedules and appraisals;
assistance in obtaining financing for the Project;
evaluating processes available for licensing and
assisting OWNER in obtaining process licensing;
detailed quantity surveys of materials, equipment and
labor; and audits or inventories required in
connection with construction performed by OWNER.
3.1.9. Furnishing services of ENGINEER'S
Consultants for other than Basic Services; and
furnishing data or services of the types described in
paragraph 4.4 when OWNER employs ENGINEER
to provide such data or services in lieu of furnishing
the same under paragraph 4.4.
3.1.10. Services attributable to a variation in the
number of prime contracts from the number specified
in Exhibit A for work designed or specified by
ENGINEER.
3.1.11. Services during out-of-town travel required
of ENGINEER other than visits to the site or
OWNER's office as required by Section 2.
3.1.12. Preparing for, coordinating with,
participating in and responding to structured
independent review processes, including, but not
limited to, Construction Management, Cost
Estimating, Project Peer Review, Value Engineering
and Constructability Review requested by OWNER;
and performing or furnishing services required to
revise studies, reports, Drawings, Specifications or
Contract Documents as a result of such review
processes.
3.1.13. Determining the acceptability of substitute
materials and equipment proposed during the Bidding
or Negotiating Phase when substitution prior to the
award of contracts is allowed by the Bidding
Documents.
Page 3 of 12
3.1.14. Providing field surveys for design purposes,
engineering surveys and staking to enable Contractor to
proceed with its work, and any type of property surveys
or related engineering services needed for the transfer
of interests in real property; and providing other special
field surveys.
3.1.15. Preparation of operating, maintenance and
staffing manuals to supplement Basic Services under
paragraph 2.6.3.
3.1.16. Preparing to serve or serving as a consultant or
witness for OWNER in any litigation, arbitration or
other legal or administrative proceeding involving the
Project (except for assistance in consultations which is
included as part of Basic Services under paragraph
2.1.3 and 2.3.2).
3.1.17. Providing more extensive services required to
enable ENGINEER to issue notices or certifications
requested by OWNER under paragraph 4.12.
3.1.18. Other additional services performed or
furnished by ENGINEER in connection with the
Project, including services which are to be famished by
OWNER under Section 5, and services not otherwise
provided for in this Agreement.
SECTION 4 - OWNER'S RESPONSIBILI11NS
Except as otherwise provided in Exhibit A, OWNER
shall do the following in a timely manner so as not to
delay the services of ENGINEER and shall bear all
costs incident thereto:
4.1. Designate in writing a person to act as OWNER's
representative with respect to the services to be
performed or furnished by ENGINEER under this
Agreement. Such person will have complete authority
to transmit instructions, receive information, interpret
and define OWNER's policies and decisions with
respect to ENGINEER's services for the Project.
4.2. Provide all criteria and full information as to
OWNER's requirements for the Project, including
design objectives and constraints, space, capacity and
performance requirements, flexibility and
expendability, and any budgetary limitations; and
furnish copies of all design and construction standards
which OWNER will require to be included in the
Drawings and Specifications.
4.3. Assist ENGINEER by placing at ENGINEER's
disposal all available information pertinent to the
Project including previous reports and any other data
relative to design or construction of the Project.
4.4. Furnish to ENGINEER, as requested by
ENGINEER for performance of Basic Services or as
required by the Contract Documents, the following:
4.4.1. data prepared by or services by others,
including without limitation explorations and tests of
subsurface conditions at or contiguous to the site,
drawings of physical conditions in or relating to
existing surface or subsurface structures at or
contiguous to the site, or hydrographic surveys;
4.4.2. the services of an independent testing
laboratory to perform all inspections, tests and
approvals of samples, materials and equipment prior
to and after installation, or to evaluate the
performance of materials, equipment and facilities of
OWNER, prior to specification, and during
construction;
4.4.3. appropriate professional interpretations of all
the foregoing;
4.4.4. environmental assessments, audits,
investigations and impact statements, and other
relevant environmental or cultural studies as to the
Project, the site and adjacent areas;
4.4.5. field surveys for design purposes and
property, boundary, easement, right-of-way,
topographic and utility surveys or data, including
relevant reference points;
4.4.6. property descriptions;
4.4.7. zoning, deed and other land use restrictions;
and
4.4.8. other special data or consultations not
covered in Section 2.
OWNER shall be responsible for, and ENGINEER
may rely upon, the accuracy and completeness of all
reports, data and other information furnished
pursuant to this paragraph. ENGINEER may use
such reports, data and information in performing or
furnishing services under this Agreement.
4.5. Provide, as required by the Contract Documents,
engineering surveys and staking to enable Contractor
Page 4 of 12
to proceed with the layout of the work, and other
special field surveys.
4.6. Provide official letter stating reason for access
requests. ENGINEER will be responsible for getting
final permission for access during project.
4.7. Examine all alternate solutions, studies, reports,
sketches, Drawings, Specifications, proposals and other
documents presented by ENGINEER (including
obtaining advice of an attorney, insurance counselor
and other consultants as OWNER deems appropriate
with respect to such examination) and render in writing
decisions pertaining thereto.
4.8. Provide approvals and permits from all
governmental authorities having jurisdiction to approve
the portions of the Project designed or specified by
ENGINEER and such approvals and consents from
others as may be necessary for completion of such
portions of the Project.
4.9. Provide, as may be required for the Project:
4.9.1. accounting, bond and fmancial advisory,
independent cost estimating and insurance counseling
services;
4.9.2. such legal services as OWNER may require or
ENGINEER may reasonably request with regard to
legal issues pertaining to the Project, including any that
may be raised by Contractor; and
4.9.3. such auditing services as OWNER may require
to ascertain how or for what purpose Contractor has
used the moneys paid on account of the Contract Price.
4.10. Provide such inspection or monitoring services
by an individual or entity other than ENGINEER as
OWNER may desire to verify:
4.10.1. that Contractor is complying with any law,
rule, regulation, ordinance, code or order applicable to
Contractor's performing and furnishing the work; or
4.10.2. that Contractor is taking all necessary
precautions for safety of persons or property and
complying with any special provisions of the Contract
Documents applicable to safety.
ENGINEER does not undertake in this Agreement to
perform the services referred to in 4.10.1 and 4.10.2
above. The identity of any individual or entity
employed to perform such services and the scope of
such services will be disclosed to ENGINEER.
4.11. Advise ENGINEER of the identity and scope
of services of any independent consultants employed
by OWNER to perform or furnish services in regard
to the Project, including, but not limited to,
Construction Management, Cost Estimating, Project
Peer Review, Value Engineering and Constructability
Review. If OWNER designates a person or entity
other than, or in addition to, ENGINEER to represent
OWNER at the site, OWNER shall define and set
forth in an exhibit that is to be mutually agreed upon
and attached to and make a part of this Agreement
before such services begin, the duties, responsibilities
and limitations of authority of such other party and
the relation thereof to the duties, responsibilities and
authority of ENGINEER.
4.12. Prior to the commencement of the Construction
Phase, notify ENGINEER of any variations in the
language of the Notice of Acceptability of Work, or
of any notice or certification other than such Notice
that ENGINEER will be requested to provide to
OWNER or third parties in connection with the
financing or completion of the Project. OWNER and
ENGINEER shall reach agreement on the terms of
any such requested notice or certification and
OWNER shall authorize such Additional Services as
are necessary to enable ENGINEER to provide the
notice or certification requested under this paragraph.
4.13. If more than one prime contract is to be
awarded for work designed or specified by
ENGINEER, designate a person or entity to have
authority and responsibility for coordinating the
activities among the various prime contractors, and
define and set forth the duties, responsibilities and
limitations of authority of such person or entity and
the relation thereof to the duties, responsibilities and
authority of ENGINEER in an exhibit that is to be
mutually agreed upon and attached to and made a
part of this Agreement before such services begin.
4.14. Furnish to ENGINEER data or estimated
figures as to OWNER's anticipated costs for services
to be provided by others for OWNER (such as
services pursuant to paragraph 4.4, 4.5 and 4.7
through 4.14, inclusive) and other costs of the types
referred to in paragraph 2.1.5 so that ENGINEER
may make the necessary calculations to develop and
periodically adjust ENGINEER's opinion of Total
Project Costs.
4.15. Attend the pre-bid conference, bid opening,
preconstruction conferences, construction progress
Page 5 of 12
and other job related meetings and Substantial
Completion and final payment inspections.
4.16. Give prompt written notice to ENGINEER
whenever OWNER observes or otherwise becomes
aware of any development that affects the scope or time
of performance or furnishing of ENGINEER's services,
or any defect or nonconformance in ENGINEER's
services or in the work of any Contractor.
4.17. Furnish, or direct ENGINEER to provide,
Additional Services as stipulated in paragraph 3.1 of
this Agreement or other services as required.
SECTION 5 - TIMES FOR RENDERING SERVICES
5.1. ENGINEER's services and compensation under
this Agreement have been agreed to in anticipation of
the orderly and continuous progress of the Project
through completion of the Construction Phase. Unless
specific periods of time or specific dates for providing
services are specified in this Agreement, ENGINEER's
obligation to render services hereunder will extend for a
period which may reasonably be required for the
design, award of construction contracts, construction
and initial operation of the Project including extra work
and required extensions thereto.
5.2. If in this Agreement specific periods of time for
rendering services are set forth or specific dates by
which services are to be completed are provided and if
such periods of time or dates are changed through no
fault of ENGINEER, the rates and amounts of
compensation provided for herein shall be subject to
equitable adjustment. If OWNER has requested
changed in the scope, extent or character of the Project,
the time of performance of ENGINEER'S services shall
be adjusted equitably.
5.3. If OWNER fails to give prompt written
authorization to proceed with any phase of services
after completion of the immediately preceding phase, or
if the Construction Phase has not commenced within
the stipulated period identified in this Agreement after
completion of the Final Design Phase or does not
proceed in an orderly and continuous progression,
ENGINEER may, after giving seven days' written
notice to OWNER, suspend serviced under this
Agreement.
5.4. If ENGINEER's services for design or during
construction of the Project are delayed or suspended in
whole or in part by OWNER:
Page 6 of
5.4.1. for more than three months through no fault
of ENGINEER, ENGINEER shall be entitled to
equitable adjustment of rates and amounts of
compensation provided for elsewhere in this
Agreement to reflect, among other things, reasonable
costs incurred by ENGINEER in connection with
such delay or suspension and reactivation and the fact
that the time for performance under this Agreement
has been revised; or
5.4.2. for more than one year through no fault of
ENGINEER, or if ENGINEER for any reason is
required to render Construction Phase services more
than one year after Substantial Completion is
achieved, the rates and amounts of compensation
provided for elsewhere in this Agreement will be
subject to equitable adjustment to reflect, among
other things, changes in the various elements that
comprise such rates of compensation.
5.5. In the event that the work designed or specified
by ENGINEER is to be performed or furnished under
more than on prime contract, or if ENGINEER's
services are to be separately sequenced with the work
of one or more prime contractors (such as in the case
of fast -tracing), OWNER and ENGINEER shall,
prior to commencement of the Final Design Phase,
develop a schedule for performance of ENGINEER's
services during the Final Design, Bidding or
Negotiating and Construction Phases in order to
sequence and coordinate properly such services as are
applicable to the work under such separate prime
contracts. This schedule is to be prepared and
included in Exhibit A whether or not the work under
such contracts is to proceed concurrently.
SECTION 6 - PAYMENTS TO ENGINEER FOR
SERVICES AND REIMBURSABLE EXPENSES
6.1. Method of Payment for Services and
Expenses of ENGINEER.
6.1.1. For Basic Services. OWNER shall pay
ENGINEER for Basic Services performed or
furnished under Section 2 on the basis set forth in
Exhibit B.
6.1.2. For Additional Services. OWNER shall pay
ENGINEER for Additional Services performed or
furnished under Section 3 on the basis set forth in
Exhibit B.
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6.1.3. For Reimbursable Expenses. In addition to
payments provided for in paragraph 6.1.1 and 6.1.2,
OWNER shall pay ENGINEER for Reimbursable
Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit B. The amount
payable for Reimbursable Expenses will include a
factor to the extent so indicated in Exhibit B.
6.2. Other Provisions Concerning Payments.
6.2.1. Preparation of Invoices. Invoices for Basic and
Additional Services and Reimbursable Expenses will be
prepared in accordance with ENGINEER's standard
invoicing practices and will be submitted to OWNER
by ENGINEER at least monthly. The amount billed for
Basic Services and Additional Services in each invoice
will be calculated on the basis set forth in Exhibit B.
Invoices are due and payable within 30 days of receipt.
6.2.2. Unpaid Invoices. If OWNER fails to make any
payment due ENGINEER for services and expenses
within thirty days after receipt of ENGINEER's invoice
therefore, the amount due ENGINEER will be
increased at the rate of 1.5% per month (or the
maximum rate of interest permitted by law, if less) from
said thirtieth day; and, in addition, ENGINEER may,
after giving seven days' written notice to OWNER,
suspend services under this Agreement until
ENGINEER has been paid in full all amounts due for
services, expenses and charges. Payments will be
credited first to interest and then to principal. In the
event of a disputed or contested billing, only that
portion so contested may be withheld from payment,
and the undisputed portion will be paid.
6.2.3. Payments Upon Termination
6.2.3.1. Termination by OWNER for Cause. In the
event of termination by OWNER for cause under
paragraph 8.1.1:
6.2.3.1.1. Upon the completion of any phase of
Basic Services, progress payments due ENGINEER in
accordance with this Agreement for all such services
performed or furnished by ENGINEER and
ENGINEER's Consultants through the completion of
such phase will constitute total payment for such
services. ENGINEER also will be paid for all unpaid
Additional Services and unpaid Reimbursable
Expenses.
6.2.3.1.2. During any phase of the Basic Services,
ENGINEER also will be paid for such services
performed or furnished in accordance with this
Agreement by ENGINEER during that phase through
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the date of termination on the basis specified in
Exhibit B. ENGINEER also will be paid for the
charges of ENGINEER'S Consultant employed to
perform or furnish Basic Services to the extent such
services have been performed or furnished in
accordance with this Agreement through the effective
date of the termination. ENGINEER also will be
paid for all unpaid Additional Services and unpaid
Reimbursable Expenses.
6.2.3.2. Termination by OWNER for Convenience.
In the event of termination by OWNER under
paragraph 8.1.2:
6.2.3.2.1. Upon the completion of any phase of
Basic Services, progress payments due ENGINEER
in accordance with this Agreement for all such
services performed or furnished by ENGINEER and
ENGINEER's Consultant through the completion of
such phase will constitute total payment for such
services. ENGINEER also will be paid for all unpaid
Additional Services and unpaid Reimbursable
Expenses, and for termination expenses under
subparagraph 6.2.3.2.3 below.
6.2.3.2.2. During any phase of Basic Services,
ENGINEER also will be paid for such services
performed or furnished by ENGINEER during that
phase through the date of termination on the basis
specified in Exhibit B. In addition, ENGINEER will
be paid for the charges of ENGINEER's Consultants
employed to perform or furnish Basic Services
through the effective date of the termination.
ENGINEER also will be paid for all unpaid
Additional Services and unpaid Reimbursable
Expenses, and for termination expenses under
subparagraph 6.2.3.2.3 below.
6.2.3.2.3. In the event of termination by OWNER
for convenience during or at completion of any phase
of Basic Services, OWNER shall pay ENGINEER's
reasonable expenses directly attributable to
termination in accordance with rates applicable to the
various categories of Additional Services measured
from the date of termination, including other fair and
reasonable sums for overhead and profit, and costs of
terminating contracts with ENGINEER's
Consultants.
6.2.3.3. Termination by ENGINEER for Cause. In
the event of termination by ENGINEER for cause
under paragraph 8.1.1, ENGINEER shall be entitled
to receive compensation calculated as set forth in
paragraph 6.2.3.2.
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6.2.4. Records of ENGINEER's Costs. Records of
ENGINEER's costs pertinent to ENGINEER's
compensation under this Agreement will be kept in
accordance with generally accepted accounting
practices. Copies will be made available to OWNER at
cost on request prior to final payment for ENGINEER's
services.
SECTION 7 — OPINIONS OF COST
7.1. Opinions of Probable Construction Costs.
ENGINEER's opinions of probably Construction Cost
provided for herein are to be made on the basis of
ENGINEER's experience and qualifications and
represent ENGINEER's best judgment as an
experienced and qualified professional engineer
generally familiar with the construction industry.
However, since ENGINEER has no control over the
cost of labor, materials, equipment or services furnished
by others, or over the Contractor's methods of
determining prices, or over competitive bidding or
market conditions, ENGINEER cannot and does not
guarantee that proposals, bids or actual Construction
Cost will not vary from opinions of probably
Construction Cost prepared by ENGINEER. If
OWNER wishes greater assurance as to probable
Construction Cost, OWNER shall employ an
independent cost estimator as provided in paragraph
4.9.1.
SECTION 8 - GENERAL CONSIDERATIONS
8.1. Termination.
The obligation to provide further services under this
Agreement may be terminated:
8.1.1. For cause,
8.1.1.1. by either party upon thirty days' written
notice in the event of substantial failure by the other
party to perform in accordance with the terms hereof
through no fault of the terminating party.
Notwithstanding the foregoing, this Agreement will not
terminate as a result of such substantial failure if the
party receiving such notice begins, within seven days of
receipt of such notice, to correct its failure to perform
and proceeds diligently to cure such failure within no
more than thirty days of receipt thereof; provided,
however, that if and to the extent such substantial
failure cannot be reasonably cured within such
thirty0day period, and if such party has diligently
attempted to cure the same and thereafter continued
diligently to cure the same, then the cure period
provided from herein shall extend up to, but in no
case more than, sixty days after the date of receipt of
the notice.
8.1.1.2. by ENGINEER:
8.1.1.2.1. upon seven days' written notice if
ENGINEER believes that ENGINEER is being
requested by OWNER to furnish or perform services
contrary to ENGINEER's responsibilities as a
licensed design professional; or
8.1.1.2.2. upon seven days' written notice if the
ENGINEER's services for design or during the
construction of the Project are delayed or suspended
for more than ninety days for reasons beyond
ENGINEER's control.
8.1.1.2.3. In the case of termination under this
paragraph 8.1.1.2, ENGINEER shall have no liability
to OWNER on account of such termination.
8.1.2. For convenience, by OWNER effective upon
the receipt of notice by ENGINEER.
8.2. Reuse of Documents.
All documents including Drawings and
Specifications provided or furnished by ENGINEER
(or ENGINEER's Consultants) pursuant to this
Agreement are instruments of service in respect of
the Project, and ENGINEER and ENGINEER's
Consultants, as appropriate, shall retain an ownership
and property interest therein (including the right of
reuse by and at the direction of ENGINEER and
ENGINEER's Consultants, as appropriate) whether
or not the Project is completed. OWNER may make
and retain copies for information and reference in
connection with the use and occupancy of the Project
by OWNER and others; however, such documents
are not intended or represented to be suitable for
reuse by OWNER or others on extension of the
Project or on any other project. Any such reuse
without written verification or adaptation by
ENGINEER and ENGINEER's Consultants, as
appropriate, for the specific purpose intended will be
at OWNER's sole risk and without liability or legal
exposure to ENGINEER, or to ENGINEER's
Consultants, and OWNER shall indemnify and hold
harmless ENGINEER and ENGINEER's Consultants
from all claims, damages, losses and expenses
including attorneys' fees arising out of or resulting
Page 8 of 12
therefrom. Any such verification or adaptation will
entitle ENGINEER to further compensation at rates to
be agreed upon by OWNER and ENGINEER.
83. Insurance.
8.3.1. ENGINEER shall procure and maintain
insurance for protection from claims under workers'
compensation acts, claims for damages because of
bodily injury including personal injury, sickness or
disease or death of any and all employees or of any
person other than such employees, and from claims or
damages because of injury to or destruction of property
including loss of use resulting therefrom. ENGINEER
shall list OWNER as an additional insured on
ENGINEER's general liability insurance policy.
8.4. Controlling Law.
This Agreement is to be governed by the law of the
principal place of business of ENGINEER.
8.5. Successors and Assigns.
8.5.1. OWNER and ENGINEER each is hereby bound
and the partners, successors, executors, administrators
and legal representatives of OWNER and ENGINEER
(and to the extent permitted by paragraph 8.5.2 the
assigns of OWNER and ENGINEER) are hereby bound
to the other party to this Agreement and to the partners,
successors, executors, administrators and legal
representatives (and said assigns) of such other party, in
respect of all covenants, agreements and obligations of
this Agreement.
8.5.2. Neither OWNER nor ENGINEER may assign,
sublet or transfer any rights under or interest (including,
but without limitation, moneys that may become due or
moneys that are due) in this Agreement without the
written consent of the other, except to the extent that
any assignment, subletting or transfer is mandated by
law or the effect of this limitation may be restricted by
law. Unless specifically stated to the contrary in any
written consent to an assignment, no assignment will
release or discharge the assignor from any duty or
responsibility under this Agreement.
8.5.3. Unless expressly provided otherwise in this
Agreement:
8.5.3.1. Nothing in this Agreement shall be construed
to create, impose or give rise to any duty owed by
ENGINEER to any Contractor, Subcontractor, Supplier,
other person or entity, or to any surety for or
employee of any of them, or give any rights in or
benefits under this Agreement to anyone other than
OWNER and ENGINEER,
8.5.3.2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and
exclusive benefit of OWNER and ENGINEER and
not for the benefit of any other party. The OWNER
agrees that the substance of the provisions of this
paragraph shall appear in the Contract Documents.
8.6. Dispute Resolution.
OWNER and ENGINEER agree to negotiate in good
faith for a period of thirty days from the date of
notice of all disputes between them prior to
exercising their rights under law.
8.7. Allocation of Risks — Indemnification.
8.7.1. To the fullest extent permitted by law,
ENGINEER shall indemnify and hold harmless
OWNER, OWNER's officers, directors, partners,
employees and agents from and against any and all
claims, costs, losses and damages (including but not
limited to all fees and charges of engineers,
architects, attorneys and other dispute resolution
costs) caused solely by the negligent acts or
omissions of ENGINEER or ENGINEER's officers,
directors, partners, employees, agents and
ENGINEER's Consultants in the performance and
furnishing of ENGINEER's services under this
Agreement.
8.7.2. To the fullest extent permitted by law,
OWNER shall indemnify and hold harmless
ENGINEER, ENGINEER's officers, directors,
partners, employees and agents and ENGINEER's
Consultants from and against any and all claims,
costs, losses and damages (including but not limited
to all fees and charges of engineers, architects,
attorneys and other professionals and all court or
arbitration or other dispute resolution costs) caused
solely by the negligent acts or omissions of OWNER
or OWNER's officers, directors, partners, employees,
agents and OWNER's consultant with respect to this
Agreement or the Project.
8.8. Notices.
Any notice required under this Agreement will be in
writing, addressed to the appropriate party at the
address which appears on the signature page to this
Agreement (as modified in writing from time to time
Page 9 of 12
by such party) and given personally, by registered or
certified mail, return receipt requested, by facsimile, or
by a nationally recognized overnight courier service.
All notices shall be effective upon the date of receipt.
8.9. Survival.
All express representations, indemnifications or
limitations of liability made in or given in this
Agreement will survive the completion of all services
of ENGINEER under this Agreement or the termination
of this Agreement for any reason.
8.10. Severability.
Any provision or part of the Agreement held to be void
or unenforceable under any law or regulation shall be
deemed stricken, and all remaining provisions shall
continue to be valid and binding upon OWNER and
ENGINEER, who agree that the Agreement shall be
reformed to replace such stricken provision or part
thereof with a valid and enforceable provision that
1N WITNESS I REOF, the parties h
written. ,
OWNER: /,(A4I'Pr- (./
City of Waterloo
By: Brick=rstaFk-C—v v d- 6 . C Icv V ---
Title: Ma o — City of e erloo, Iowa
comes as close as possible to expressing the intention
of the stricken provision.
SECTION 9 - EXHIBITS AND SPECIAL
PROVISIONS
9.1. This Agreement is subject to the provisions of
the following Exhibits which are attached to and
make a part of the Agreement:
9.1.1. Exhibit A, "Further Description of Basic
Engineering Services and Related Matters",
consisting of 1 pages.
9.1.2. Exhibit B, "Payment to Engineer for Services
and Reimbursable Expenses", consisting of 1 pages.
9.2. This Agreement (consisting of pages 1 to 13,
inclusive and the Exhibits identified above)
constitutes the entire agreement between OWNER
and ENGINEER and supersedes all prior written or
oral understandings. This Agreement may only be
amended, supplemented, modified or cancelled by a
duly executed written instrument.
eto live executed this Agreement to be effective as of the date first above
ATTES
By: Suzy Schares
Title: City Clerk — City of Waterloo, Iowa
Address for given notices:
City of Waterloo Leisure Services
1101 Campbell Avenue
Waterloo, IA 50701
Contact Person:
James Bolger
ENGINEER: (3")/ �
Robinson Engine ring Company
By: Monica Smith, PE
Title: President
Address for given notices:
Robinson Engineering Company
5751 Westminster Drive, Suite B
Cedar Falls, IA 50613
Page 10 of 12
This is EXHIBIT A, consisting of 1 pages, referred to in
the Agreement between OWNER AND ENGINEER
for Professional Services, dated September 4, 2012.
Further Description of Basic Engineering Services and Related Matters
Sections 2, 3, 4 and 5 of the Agreement are amended and supplemented and the time periods for the
performance of the Basic Services as indicated in Section 5 of the Agreement are established, all as indicated below:
The scope of services for this agreement is as detailed below.
Design of streambank stabilization practices for Viden Creek as it flows through Gates Park Golf Course in
Waterloo, Iowa. This design will include slight regrading of the banks of the creek to make them smooth and the
placement of seeding and turf reinforcement mat (TRM). Additionally, modular retaining walls will be constructed
on the outside curves of the creek to reinforce these weak areas. A total of nine (9) modular retaining walls will be
needed throughout the golf course. These will include:
❑ One (1) Large Retaining Wall — Approx. 25' Tall
❑ Three (3) Medium Retaining Walls — Approx. 8' Tall
❑ Two (2) Small Retaining Walls — Approx. 6' Tall
Due to the length of this project, a Stormwater Pollution Prevention Plan (SWPPP) will be completed for the project.
This plan will include all paperwork to obtain a DNR permit for this work.
During construction of this project, Robinson Engineering staff will provide construction observation services and
SWPPP inspection as detailed by the Iowa DNR stormwater permit.
Page 11 of 12
This is EXHIBIT B, consisting of 1 page, referred to
in the Agreement between OWNER AND
ENGINEER for Professional Services, dated
September 4, 2012
Payments to ENGINEER for Services
Section 6 of the Agreement is amended and supplemented to include the following agreement of the
parties:
LOCATION Gates Park Streambank Stabilization Design and Construction Services
A. Manhour Estimate:
Date
08/29/12
TASK NO.
DESCRIPTION
MANHOUR ESTIMATE
Senior
Engineer
Land
Surveyor
Senior
Tech.
Junior
Tech
Admin.
Total
1 - Large Retaining Wall - 25' Tall
24
8
4
36
3 - Medium Retaining Walls - 8' Tall
48
12
4
64
2 - Small Retaining Walls - 6' Tall
16
8
4
28
Construction Plan Production
24
12
36
SWPPP Design
16
12
28
Construction Inspection
50
8
58
B. Labor Cost:
Senior Engineer
Senior Technician
Junior Technician
Administration
C. Overhead Labor:
D. Direct Project Cost
E. Estimated Acutal Cost
F. Fixed Fee:
G. Maximum Amount Payable:
@2.2322X
178 0 28 r 44 0 250
Rate
178 X 24.00 = 4,272.00
28 X 18.00 = 504.00
44 X 15.00 = 660.00
0 X 10.00 = 0.00
Page 12 of 12
5,436.00
5,436.00
5,436.00
12,134.24
17,570.24
SWPPP Publication 500.00
18,070.24
rounded 18,000.00
2,160.00
20,160.00
Rounded $20,000.00