Loading...
HomeMy WebLinkAboutWayne Claassen Engineering and Surveying Inc-9/27/2010Supplemental Agreement No. 1 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Part 1. PARTIES AND PROJECT THIS AGREEMENT is made on the in the year 2010 between tie City of Waterloo Day of the Owner and Wayne Claassen Engineering and Surveying, Inc. , the Engineer, for the following Project: Midport America Park Plat No. 3 Final Platting The Owner and the Engineer agree as follows: Page 1 of 9 ACEC Owner -Engineer Agreement, Document No. 4 © THE AMERICAN CONSULTING ENGINEERS COUNCIL 1155 15th Street, N.W., Washington, D.C. 20005 Part II. ENGINEERING CHARGES: LUMP SUM A. In accordance with the Terms and Conditions of this Agreement, the ENGINEER shall provide professional services for which the OWNER shall compensate the ENGINEER as follows: A.1 Basic Services—As defined in•Paragraph 1.1 on the basis of a lump sum of Six Thousand dollars (S 6,000.00 A.2 Additional Services—As defined in Paragraph 1.2, as follows: A.2. 1 Principals' time at the rate of dollars ($39 . 00 Thirty-nine )• ) per hour times a multiple of 3 05 this Agreement, the Principals are identified as: William J. Claassen ). For the purposes of A.2.2 Employees' time (other than Principals') at a multiple of (2.915Y+ times the employees' Direct Personnel Expense as defined in Article 3. A.2.3 Cost of services of other professional consultants at a multiple of One times the amount billed to the ENGINEER by the professional consultants for such services. ( 1.0 ) A.3 Initial Payment—Execution of this Agreement shall be accompanied by an initial payment by the OWNER of None to the OWNER's account. dollars ($ 0.00 ), which shall be credited A_4 Reimbursable Expenses—As defined in Article 4, times a multiplier of One ( 1.0 )• A.5 Payments made after the initial payment shall be made monthly in proportion to services performed so that compensation at the completion of each Phase shall equal the following percentages of total basic compensation: N/A 100 oro Page 2 of 9 Part III. TERMS AND CONDITIONS Article 1. ENGINEERING SERVICES 1.1 Basic Services - The Engineer agrees to perform professional services in connection with the Project, as set forth below and contained within this Agreement: 1.1.1. Project Scope - This Project consists preparing a Final Plat and setting lot corners for MidPort America Park Plat No. 3. This is a 60± acre area Northeast of MidPort America Park Plat No. 2, at the Waterloo Municipal Airport. The basis for this Final Plat is the Preliminary Plat of this area approved previously by the Waterloo City Council. This Project does not include design of construction improvements, although these services may be added by Supplemental Agreements to this Agreement. Page 3 of (Folder\Part III Tenns&Conditions-Midport.doc) 9 Part, lll.. TERMS AND CO.NDITJONS Article 1. ENGINEER'S SERVICES 1.1 Basic Services The ENGINEER agrees to perform professional services in connection with the Project, including normal civil, struc- tural, mechanical and electrical services and normal architec- tural services related thereto, as set forth below and contained withi n this Agreement: 1.1.2 Schematic Design Phase During the Schematic Design Phase the ENGINEER shall: 1.1.2.1 Consult with the OWNER to ascertain the OWNER's requirements for the Project. 1.1.2-2 Advise the OWNER as to the necessity of his ob- taining additional services such as described within Article 1, paragraph 1.2 "Additional Services" and if authorized by the OWNER, shall provide, or assist him in procuring such additional services. 1.1.2-3 Prepare a preliminary engineering study and report, which will consist of schematic design documents and reports of studies as necessary for review and written approval by the OWNER. 1.1.2.4 Prepare a statement of the ENGINEER's Opinion of the Construction Cost based upon the preliminary designs developed under this Phase. 1.1.2.5 Furnish ten (10) copies of the Schematic Design Documents for the OWNER's review and approval. 1.1.3 Design Development Phase Upon receipt of the OWNER's written authorization to pro- ceed with the Design Development Phase, the ENGINEER shall: 1.1.3.1 Advise the OWNER as to the necessity of his ob- taining further additional services and if authorized by the OWNER, shall provide, or assist him in procuring such ser- vices. 1.13-2 Prepare from the approved Schematic Design Studies, for approval by the OWNER, the Design Develop- ment Documents consisting of design criteria, drawings and outline specifications to develop and establish the scope of the Project. 1.1.3.3 Prepare a statement of the ENGINEER's Opinion of the Construction Cost for the Project based upon designs established to this point. 1.1.3.4 Furnish ten (10 ). copies of theDesign De- velopment Documents for the OWNER's review and approval. 1.1. Upon ceed with ENGINEER s 1.1.4.1 Prepare the posal forms and n specifications an the. Constru ipt of the OWNER's written au Construction Contrac er docu ontract tion to pro- uments Phase, the forms including pro - bidders, drawings, technical s as required to complete ontract Docume 1.1.4.2 nish to the OWNER enginee • ata and docu- me .. o that the OWNER may secure a .1 from g• ' rnmental authorities having jurisdiction o the Project. Page ch GINEER's Opinion of the Construction Cost w ges in requirements, general market conditions or ions so warrant. con 1.1.4. legal c• tion Co 1.1.4.5 Contrac At the OWNER's request, assist the 0 nsel in connection with his review of the act Documents for their legally related as rnish copies of the C cuments for the OWNER's review a 1 1.1.5 Bid g or Negotiating Phase Upon receipt struction Con the Constructio with the Biddin_, shall: 1.1.5.1 Assist the bid proposals, in awarding the Constru f the OWNER's written appro ct Documents Phase and 1 Cost, and written authori or Negotiating Phase, WNER in obtainin alyzing bids an ion Contract. 1.1.6 Construction Ph .. Upon award of any Con Construction Contract D... NEER, the Construction P mence and the ENGINEER s. 1.1.6.1 Act as the OWNER's responsibilities and limitations the General Conditions to the OWNER shall not modify Documents without the writte 1.1.6.2 Advise and consult Construction Phase and t OWNER's authorized instr e ruction uments e of 11: e 1.1.6.3 Make to observe the and to determine, work are in ac tions. On the ENGINEER, against apparent work constructed the performance not be required servations to c tion work. Th tion means, m time of perfor tions in cot: ENGINEER execute the • tract. • n er ER's struc- cts. struction approval. l of the Con- st Opinion of ion to proceed e ENGINEER .ids or negotiating proposals, and in ntract based upon the •mpiled by the ENGI- is Agreement shall com- esentative with duties and authority as described in nstruction Contract. The Construction Contract ent of the ENGINEER. co itht- ENG ons to t OWNER during the EER shall issue the Contractor. pen is vi s to the si progress a quality of t in gen 1, if the result accordance ith the Drawing basis f his on-site he sh.. endeavor to g def is and deficiencies by e Contractor but of;. he Contractor- Th to ` ke exhaustive or co hec the quality or quant The GINEER is not responsible e ods, techniques, sequences ance, programs, or for ction with the construction not responsible for the Co rk in accordance with the of the construction construction work +f the construction nd the Specifica- ob rvations as an ua the OWNER i ;the permanent doe . of guarantee The EN NEER shall continuo on-site ob- ity of construc- f� construc- or ..cedures, any safe precau- w k. The Contractor's lure to Construct' Con - view the Contractor's request for prog paymen OWN work nd based upon said on-site observation, advi as to the ENGINEER's opinion of the extent mpleted in accordance with the terms of the Cons c tion ontract as of the date of the Contractor's pay nt req t and issue, for processing by the OWNER, a Cert ca for Payment in the amount. owed the Contractor. T i ance of Certificates for Payment shall constitute a decla on by the ENGINEER to the OWNER, based upon sat -site observations, •review and data accompanying the of_9 • • sive the the • essed to the point indicated; that,to the best of the ENG1- R 's knowledge, information and belief, the quality of .,., Co actor's work is in accordance with the Construen Cont ct Documents (subject to subsequent tests and r, Yew requir by the Construction Contract Documents, t. ;' .rrec- tion o f .'inor deviations from the Construction:: ontract Docurnen:: and to qualifications stated in the Ce icate for Payme nt); d that the Contractor is entitled e amount stated_ The `';: suing of the Certificate for P.V ent by the ENGINEER 11 not represent that he has :':e any investi- gation to deter ne the uses made by the C:'tractor of sums paid to the Cont ` tor. 1.1.6.5 Make rec claims relating to t tion work. The ENG the ENGINEER's des 1.1.6.6 Notify the 0 mendations to execution and p EER's decis shall be f Ro not conform to the r Contract, prepare a writ non -conforming permane tions to the OWNER for the OWNER, have rec Contractor. OWNER on all gress of the construc- s in matters relating to erinanent work which does uired in the Construction port describing any apparent vork and make recommenda- orrection and, at the request of dations implemented by the 1.1.6.7 Review shop awings, tals of the Contrac only for design concept of Project and f the Construction ntract. 1.1.6.8 Prepa approval. 1.I.6.9 Co_-iuct a construction progr- review related to the Cont r tor's date of completion; eceive written guarant - and related data assembled by e Contractor; and iss o the OWNER a Certificate of Fina ayment. 1.1.6.. The ENGINEER shall not be respon ..Ie for the defer' . or omissions in the work result of the Con.:.ctors, or an , .ubcontractors, or any of the Contractor's o ..ubcon- tr.. or's employees, or that of any other persons o ntities ponsible for performing any of the ion- mples, and other submit- eral conformance to the general compliance with Change Orders or the OWNER's 1.2 Additional Services If authorized in writing by the OWNER, the ENGINEER agrees to furnish or obtain from others, additional profes- sional services in connection with the Project, as set forth below and contained within this Agreement: -1.2.1 Preparation of applications and supporting docu- ments for govenment grants, loans or advances. 1.2.2 Making drawings from field measurements of existing construction when required for planning additions or altera- tions thereto. L2.3 Services due to changes in the scope of the Project or its design, including but not limited to, changes in size, com- plexity, schedule or character of construction. 1.2.4 Revising studies, reports, design documents, drawings or specifications which have previously been approved by the OWNER, or when such revisions are due to causes beyond the control of the ENGINEER. 1.2.5 Preparation of design documents for alternate bids or for out -of -sequence work requested by the OWNER. 1.2.6 Preparation of detailed renderings, exhibits or scale models for the Project. Page 5 1.2.7 _Providing .special. .analysis -of the OWNER's needs such as owning and operating analysis, OWNER's operating and maintenance manuals, OWNER's special operating draw- ings or charts, and any other similar analysis. 1.2.8 Providing planning surveys, site evaluations and com- parative studies of prospective sites. 1.2.9 Providing any type of field surveys for design pur- poses, "stake out" of the location of the work, and any other special field surveys. 1.2.10 Furnishing additional copies of reports and addi- tional prints of Drawings and Specifications in excess of those stipulated in the Agreement. 1.2.1] Investigations involving detailed consideration of operations, maintenance and overhead expenses; the prepara- tion 6f rate schedules, earnings and expense statements, feasi- bility studies, appraisals and valuations; detailed quantity surveys of material and labor; and material audits or inven- tories required by the OWNER. 1.2.12 Additional services when the Project involves more than one Construction Contract, or separate equipment contracts. 1.2.13 Preparing special Change Orders when requested by the OWNER which are not within the scope of Article 1, "ENGINEER'S SERVICES," paragraph 1.1.6.8. 1.2.14 Making a review of the Project prior to expiration of the guarantee period and reporting observed discrepancies under guarantees provided by the Construction Contract. 1.2.15 Preparing a set of reproducible record .drawings conforming to construction records provided to the ENGINEER, made by the Contractor during the construction process. 1.2.16 Additional or extended services during construction made necessary by (1) work damaged by fire or other cause during construction, (2) defective or incomplete work of the Contractor, (3) prolongation of the initial Construction Contract time beyond the contract time, (4) acceleration of the work schedule involving services beyond established office working hours, and (5) the Contractor's default under Construction Contract due to delinquency or insolvency. 1.2.17 Providing assistance in the initial start-up, testing, adjusting or balancing, or operation of equipment or systems, or training personnel for operation or maintenance of equip- ment or system. 1.2.18 Providing design services relating to future facilities, systems and equipment which are not intended to be con- structed or operated as a part of the Project. 1.2.19 Providing services as an expert witness for the OWNER in connection with litigation or other proceedings involving the Project. 1:2.20 Providing other services not otherwise provided for in this Agreement, including services normally furnished by the OWNER as described in Article 2, "OWNER'S RESPON- SIBILITIES." 1.2.21 Providing Resident Project Representative services to give the OWNER more extensive on-site representation during the Construction Phase. 9 of Article 2. OWNER'S RESPONSIBILITIES The OWNER shall: 2.1 Provide to the ENGINEER all criteria, design and con- struction standards and full information as to the OWNER's requirements for the Project. 2.2 Designate in writing a person authorized to act as the OWNER'S representative. The OWNER or his representative shall receive and examine documents submitted by the ENGINEER, interpret and define the OWNER's policies and render decisions and authorizations in writing promptly to prevent unreasonable delay in the progress of the ENGINEER'S services. 2.3 Furnish to the ENGINEER a complete land survey of the Project site which shall include but not be limited to service and utilities locations with depths and invert grades, easements, rights-of-way, contours, grades, streets, alleys, pavements, adjoining property, encroachments, zoning and deed restrictions, existing buildings, improvements and tree locations. 2.4 Furnish soils data including but not limited to reports, test borings, test pits, probings, subsurface exploration, soil bearing values, percolation tests, ground corrosion and resist- ivity tests, all with appropriate professional interpretation. 2.5 Furnish laboratory tests, air and water pollution tests, reports and inspections of samples, materials or other items required by law or by governmental authorities having juris- diction over this Project. 2.6 Provide legal, accounting, and insurance counseling services necessary for the Project, legal review of the Construction Contract Documents, and such auditing services as the OWNER may require to account for expenditures of sums paid to the Contractor. 2.7 Furnish permits and approvals from all governmental authorities having jurisdiction over this Project and from others as may be necessary for completion of the Project. 2.8 Furnish above services at the OWNER's expense and in such manner that the ENGINEER may rely upon them in the performance of his services under this Agreement. 2.9 Obtain bids or proposals from contractors for work relating to this Project and bear all costs relating thereto. 2.10 Protect and preserve all survey stakes and markers placed at the Project site prior to the assumption of this responsibility by the Contractor and bear all costs of replacing stakes or markers damaged or removed during said time interval. 2.11 Guarantee full and free access for the ENGINEER to enter upon all property required for the performance of the ENGINEER's services under this Agreement. 2.12 Give prompt written notice to the ENGINEER when- ever the OWNER observes or otherwise becomes aware of any defect in the Project or other event which may substantially affect the ENGINEER's performance of services under this Agreement. 2.13 Compensate the ENGINEER for services rendered under this Agreement. •.Page Article 3 DIRECT PERSONNEL EXPENSE Direct -Personnel Expense is defined as the direct labor costs incurred by the ENGINEER directly attributable to the Project by the payment of the actual salaries and wages to the employees of the ENGINEER, but not including indirect payroll connected costs and other non -Project related costs. Article 4 REIMBURSABLE EXPENSES 4.1 Reimbursable Expenses are in addition to compensation to the ENGINEER for Basic and Additional Services and include expenditures made by the ENGINEER, his employees or his consultants in the interest of the Project. Reimbursable Expenses include but are not limited to: 4.1.1 Expense of transportation, subsistence and lodging when traveling in connection with the Project. 4.1.2 Expense of long distance or toll telephone calls, tele- grams, messenger service, field office expenses, and fees paid for securing approval of authorities having jurisdiction over the Project. 4.1.3 Expense of all reproduction, postage and handling of Drawings, Specifications, reports or other Project -related work product of the ENGINEER. 4.1.4 Expense of computer time including charges for proprietary programs. 4.1.5 When authorized in advance by the OWNER, expense of overtime work requiring higher than normal rates, and expense of preparing perspectives, renderings or models. Article 5 PAYMENTS TO THE ENGINEER 5.1 Progress payments shall be made in proportion to services rendered and as indicated within this Agreement and shall be due and owing within thirty days of the ENGINEER's submittal of his monthly statement. Past due amounts owed shall include a charge at the maximum legal rate of interest from the thirtieth day. 5.2 If the OWNER fails to make monthly payments due the. ENGINEER, the ENGINEER may, after giving seven days written notice to OWNER, .suspend services under this Agree- ment. 5.3 No deductions shall be made from. the ENGINEER's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors. 5.4 If the Project is delayed or if the ENGINEER's services for the Project are delayed or suspended for more than three months for reasons beyond the ENGINEER's control, the ENGINEER may, after giving seven days written notice to the OWNER, terminate this Agreement and the OWNER shall compensate the ENGINEER in accordance with the termina- tion provision contained hereafter in this Agreement. 6. of 9. Article 6 GENERAL PROVISIONS 6.1 Ownership of Documents All Drawings, Specifications and other work product of the ENG INFER for this Project are instruments of service for this Project only and shall remain the property of the ENGINEER whether the Project is completed or not. Reuse of an y of the instruments of service of the ENGINEER by the OWNER on extensions of this Project or on any other project without the written permission of the ENGINEER shall be at the O WNER's risk and the OWNER agrees to defend, indem- nify and hold harmless the ENGINEER from all claims, damages, and expenses including attorneys' fees arising out of such unauthorized reuse of the ENGINEER's instruments of service by the OWNER OR BY OTHERS ACTING THROUGH THE OWNER. Any 'reuse or adaptation of the ENGINEER's instruments of service occurring after the written agreement of the ENGINEER shall entitle the ENGINEER to further compensation in amounts to be agreed upon by the OWNER and the ENGINEER. 6.2 Delegation of Duties Neither the OWNER nor the ENGINEER shall delegate his duties under this Agreement without the written consent of the other. 6.3 Termination This Agreement may be terminated by either party by seven days written notice in the event of substantial failure to per- form in accordance with the terms of this Agreement by the other party through no fault of the terminating party. If this Agreement is terminated, the ENGINEER shall be paid for services performed to the termination notice date including Reimbursable Expenses due plus Termination Expenses. Termination Expenses are defined as Reimbursable Expenses directly attributable to termination, plus 1507o of the total compensation earned to the time of termination to account for ENGINEER's rescheduling adjustments, reassignment of personnel and related costs incurred due to termination. 6.4 Extent of Agreement This Agreement represents the entire and integrated agree- ment between the OWNER and the ENGINEER and super - cedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the OWNER and the ENGINEER. 6.5 Governing Law Unless otherwise specified within this Agreement, this Agree- ment shall be governed by the law of the principal place of business of the ENGINEER. 6.6 General 6.6.1 Should litigation or arbitration occur between the two parties relating to the provisions of this Agreement, all liti- gation or arbitration expenses, collection expenses, witness fees, court costs and attorneys fees incurred by the prevailing party shall be paid by the non -prevailing party to the pre- vailing party. 6.6.2 Neither party shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the other's employees and agents. 6.6.3 In the event any provisions of this Agreement shall be held to be invalid and unenforceable, the remaining provis- ions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term, condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. 6.6.4 The ENGINEER has not been retained or compen- sated to provide design and construction review services relating to the Contractor's safety precautions or to means, methods, techniques, sequences, or procedures required for the Contractor to perform his work but not relating to the final or completed structure; omitted services include but are not limited to shoring, scaffolding, underpinning, temporary retainment of excavations and any erection methods and temporary bracing. 6.6.5 The ENGINEER intends to render his services under this Agreement in accordance with generally accepted profes- sional practices for the intended use of the Project and makes no warranty either express or implied. 6.6.6 Any Opinion of the Construction Cost prepared by the ENGINEER represents his judgment as a design professional and is supplied for the general guidance of the OWNER. Since the ENGINEER has no control over the cost of labor and material, or over competitive bidding or market conditions, the ENGINEER does not guarantee the accuracy of such Opinions as compared to Contractor bids or actual cost to the OWNER. 7 9 Page of Article 7. SPECIAL. PROVISIONS 7.1 Insurance and Indemnity 7.1.1 Engineer's Insurance—The ENGINEER shall acquire and maintain statutory workmen's compensation insurance coverage, employer's liability, comprehensive general liability insurance coverage and professional liability insurance coverage. The limits and deductible applicable to both comprehensive general liability and professional liability shall be established under a separate agreement between the parties. 7.1.2 Contractor's Insurance—Prior to the commencement of the work, the OWNER shall require the Contractor and any Sub- contractors to submit evidence that he (they) have obtained for the period of the Construction Contract and the guarantee period comprehensive general liability insurance coverage (including completed operations coverage). This coverage shall provide for bodily injury and property damage arising directly or indirectly out of, or in connection with, the performance of the work under the Construction Contract, and have a limit of not less than $ 5,000,000.00 for all damages arising out of bodi I injury, sickness or death of one person and an aggregate of $ 5,000,000.00 for damages arising out of bodily injury, sickness and death of two or more persons in any one occurrence. The property damage portion will provide for a limit of not less than $ 5,000,000.00 for all damages arising out of injury to or destruction of property of others arising directly or indirectly out of or in connection with the performance of the work under the Construction Contract and in any one occurrence including explosion, collapse and underground exposures. Included in such coverage will be contractual coverage sufficiently broad to insure the provision of paragraph 7.1 A "Indemnity". The comprehensive general liability insurance will include as additional named insureds: the OWNER; the ENGINEER; and each of their officers, agents and employees. 7.1.3 Builders Risk "All Risk" Insurance—Before commencement of the work, the OWNER will require that the Contractor and any Subcontractors submit written evidence that he (they) have obtained for the period of the Construction Contract, Builders Risk "All Risk" Completed Value Insurance Coverage (including earthquake and flood) upon the entire Project which is the subject of the Construction Contract. Such insurance shall include as additional named insureds: the OWNER; the ENGINEER; and each of their officers, agents, employees and any other persons with an insurable interest as maybe designated by the OWNER. Such insurance may have a deductible clause but not to exceed $5,000, except that the earthquake deductible may be in accordance with generally accepted insurance practices in the locale where the coverage is issued. 7.L4 Indemnity—The OWNER will require that any Contractor or Subcontractors performing work in connection with Drawings and Specifications produced under this Agreement to hold harmless, indemnify and defend, the OWNER and the EN( NEER, their consultants, and each of their officers, agents, and employees from any and all liability claims, losses or damage arising out of or alleged to arise from the Contractor's (or Subcontractor's) negligence in the performance of the work described in the Construction Contract Documents, but not including liability that may be due to the sole negligence of the OWNER, the ENGINEER, their consultants or their officers, agents and employees. Page 8 0f This Agreement executed the day and year written at the beginning of the Agreement. OWNER: City o / Waterloo, Iowa By: �! ""� k, Mayor °trues / & 00-rk ATTEST BY: Suzy c11ares, City Clerk Claa ENGINEER: en Engine:+ in . Surve in, Inc. Bv: William J. Cla.'en, President ATTEST BY: Denise DeLeon, Secretary Page 9 of 9