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HomeMy WebLinkAboutCraig Ritland Landscape Architects-2/1/2010AGREEMENT BETWEEN CLIENT AND LANDSCAPE ARCHITECT This Agreement, effective as of February 1, 2010 is between the following parties: CLIENT: The City of Waterloo, Iowa LANDSCAPE ARCHITECT: Craig Ritland Landscape Architects (CRLA) for the following PROJECT: DOWNTOWN WATERLOO WAYFINDING SIGNAGE CONSTRUCTION DOCUMENTS ARTICLE 1: LANDSCAPE ARCHITECT'S BASIC AND ADDITIONAL SERVICES A. Project Understanding 1. The project scope and design intent will be guided by the Downtown Waterloo Wayfinding Master Plan prepared by CRLA with Vandewalle & Associates and approved by the Client. 2. The purpose of this project is to implement an inspiring and effective Waterloo RiverLoop wayfinding system that will articulate a clear approach to guiding visitors to and through downtown Waterloo. 3. This process will continue to be guided by a Steering committee representing the interests of the City of Waterloo, the Waterloo Development Corporation, the Waterloo Convention & Visitor's Bureau, INRCOG, Main Street, and representatives of the RiverLoop destinations. Planning and design will also be coordinated with state and local transportation authorities and existing wayfinding and signage. 4. The Landscape Architect agrees to provide its professional services in accordance with generally accepted standards of its profession. B. Scope of Services 1. Construction Documents a. Attend coordination meetings with the Client and Wayfinding Steering Committee. b. Evaluate existing signage and make recommendations for signage to be relocated or removed along both the City and the Iowa DOT right-of-ways. c. Determine general locations for each wayfinding sign as a basis of bid for the construction documents. Final locations for signage will be determined in the field with the successful low bidder as part of construction related services. d. Coordinate research, final text preparation/editing, and other pertinent information to be displayed on each wayfinding sign. e. Develop a set of construction plans, details, and specifications for the implementation of a downtown wayfinding signage system. f. Provide a revised cost opinion for the proposed construction based upon approved final design. g. Assist the Client through the bid process in the selection of the lowest appropriately qualified bidder. C. Services Not Included 1. Site Survey: Our fees do not include the performance of any site surveying or utility location studies. 2. Construction Related Services: The scope of construction related services will be determined at the time the services are needed under a separate contract. D. Additional Services 1. We will identify services not included in our proposed scope of work if they are requested. We will advise your office of the impact on our work, and propose an increase to the fee amount before any work is undertaken that is outside our scope of services. 2. Extra services will be provided on an hourly basis at the billing rates listed below or the current hourly rates prevailing when services are rendered. ARTICLE 2: CLIENT'S RESPONSIBILITIES A. Client agrees to provide Landscape Architect with all information, surveys, reports, and professional recommendations and any other related items requested by Landscape Architect in order to provide its professional services. Landscape Architect may rely on the accuracy and completeness of these items. B. Client agrees to advise Landscape Architect of any known or suspected contaminants at the sites selected for signage installations. Client shall be solely responsible for all subsurface soil conditions. C. Client will obtain and pay for all necessary permits from authorities with jurisdiction over the Project. D. Client agrees to provide the items described in Article 2.A and to render decisions in a timely manner so as not to delay the orderly and sequential progress of Landscape Architect's services. ARTICLE 3: COMPENSATION AND PAYMENTS A. Client agrees to pay Landscape Architect as follows: Based on the complexity of the project and the amount of services anticipated, Craig Ritland Landscape Architects will provide the services described and in accordance with the conditions outlined in this contract, for a lump sum amount and a maximum amount payable of: Construction Documents $20,000 1. Billing for services will be hourly, at the rates listed below, and submitted monthly as the work progresses. 2. Billing rates effective through August, 2010: Craig Ritland, FASLA, Principal $110.00/hr. Mark Kuiper, ASLA, Project Manager $85.00/hr. B. Reimbursable Expenses include, but are not limited to: printing, reproduction, postage, and handling of documents and Client requested renderings and models. C. Landscape Architect shall bill Client for Basic and Additional Services and Reimbursable Expenses once a month. All payments are due Landscape Architect upon receipt of invoice. ARTICLE 4: TERMINATION A. Either Client or Landscape Architect may terminate this Agreement upon seven days written notice. B. If terminated, Client agrees to pay Landscape Architect for all Basic and Additional Services rendered and Reimbursable Expenses incurred up to the date of termination. C. Upon not less than seven days' written notice, Landscape Architect may suspend the performance of its services if Client fails to pay Landscape Architect in full for services rendered or expenses incurred. Landscape Architect shall have no liability because of such suspension of services or termination due to Client's nonpayment. ARTICLE 5: DISPUTE RESOLUTION A. Client and Landscape Architect agree to mediate claims or disputes arising out of or relating to this Agreement before initiating litigation. The mediation shall be conducted by a mediation service acceptable to the parties. A party shall make a demand for mediation within a reasonable time after a claim or dispute arises, and the parties agree to mediate in good faith. In no event shall any demand for mediation be made after such claim or dispute would be barred by applicable law. Mediation fees shall be shared equally. ARTICLE 6: USE AND OWNERSHIP OF LANDSCAPE ARCHITECT'S DOCUMENTS A. Upon the parties signing this Agreement, Landscape Architect grants Client a nonexclusive license to use Landscape Architect's documents as described in this Agreement, provided Client performs in accordance with the terms of this Agreement. No other license is implied or granted under this Agreement. All instruments of professional service prepared by Landscape Architect, including but not limited to, drawings and specifications, are the property of Landscape Architect. These documents shall not be reused on other projects without Landscape Architect's written permission. Landscape Architect retains all rights, including copyrights, in its documents. Client or others cannot use Landscape Architect's documents to complete this Project with others unless Landscape Architect is found to have materially breached this Agreement. ARTICLE 7: MISCELLANEOUS PROVISIONS A. This Agreement is governed by the law of Landscape Architect's principal place of business. B. This Agreement is the entire and integrated agreement between Client and Landscape Architect and supersedes all prior negotiations, statements or agreements, either written or oral. The parties may amend this Agreement only by a written instrument signed by both Client and Landscape Architect. C. In the event that any term or provision of this Agreement is found to be unenforceable or invalid for any reason, the remainder of this Agreement shall continue in full force and effect, and the parties agree that any unenforceable or invalid term or provision shall be amended to the minimum extent required to make such term or provision enforceable and valid. D. Neither Client nor Landscape Architect shall assign this Agreement without the written consent of the other. E. Irrespective of any other term in this Agreement, Landscape Architect shall not control or be responsible for construction means, methods, techniques, schedules, sequences or procedures; or for construction safety or any other related programs; or for another parties' errors or omissions or for another parties' failure to complete their work or services in accordance with Landscape Architect's documents. F. To the greatest extent permitted by Iowa law, the Client agrees to indemnify, defend and hold Landscape Architect harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses, including, but not limited to, reasonable attorneys' fees and all legal expenses and fees incurred through appeal, and all interest thereon, accruing or resulting to any and all persons, firms or any other legal entities on account of any damages or losses to property or persons, including injuries or death, or economic losses, arising out of the Project and/or this Agreement, except that the Landscape Architect shall not be entitled to be indemnified to the extent such damages or losses are found by a court or forum of competent jurisdiction to be caused by Landscape Architect's negligent errors or omissions. G. Should any legal proceeding be commenced between the parties to this Agreement seeking to enforce any of its provisions, including, but not limited to, fee provisions, the prevailing party in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorneys' and expert witnesses' fees, which shall be determined by the court or forum in such a proceeding or in a separate action brought for that purpose. For purposes of this provision, "prevailing party" shall include a party that dismisses an action for recovery hereunder in exchange for payment of the sum allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding. H. Client and Landscape Architect waive consequential damages for any claims, disputes or other matters in question arising out of or relating to this Agreement. Landscape Architect's waiver of consequential damages, however, is contingent upon the Client requiring contractor and its subcontractors to waive all consequential damages against Landscape Architect for claims, disputes or other matters in question arising out of or relating to the Project. I. To the extent damages are covered by property insurance during construction, Client and Landscape Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for such damages. Client or Landscape Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties described in this paragraph. J. Client acknowledges and agrees that proper Project maintenance is required after the Project is complete. A lack of or improper maintenance may result in damage to property or persons. Client further acknowledges and agrees that, as between the parties to this Agreement, Client is solely responsible for the results of any lack of or improper maintenance. K. Nothing in this Agreement shall create a contractual relationship for the benefit of any third party. LANDSCAPE ARCHITECT Craig Ritland, FASLA, Principal Signature Dated: January 28, 2010 License/Certificate No. IOWA 095 Renewal Date: June 30, 2011 CLIENT: The City of Waterloo, Iowa Title Dated