HomeMy WebLinkAboutRobinson Engineering Co-4/19/2010STANDARD FORM OF AGREEMENT
BETWEEN
THE CITY OF WATERLOO AND
ROBINSON ENGINEERING COMPANY
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of April 19, 2010 between the City of Waterloo
("OWNER") and Robinson Engineering Company ("ENGINEER").
OWNER intends to complete an assessment on the Sink Creek Watershed in the southern portion
of the City of Waterloo (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 14
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 preformed 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 Coordination with Other Documents
It is the intention of the parties that the Standard
General Conditions will be used as the General = _
Conditions for the Project and that all amendments
thereof and supplements there to will be generally
consistent there with. Except as otherwise defmed
herein, the terms which have an initial capital letter in
this Agreement and are defined in the Standard General
Conditions will be used in this Agreement as defmed in
the Standard General Conditions. The term "defective"
will be used in this Agreement as defined in the
Standard General Conditions.
1.3 Defmitions
Wherever used in this Agreement the following terms
have the meanings indicated which are applicable to
both the singular and plural thereof:
1.3.1 Additional Services. Additional Services means
the services to be performed for or furnished to
OWNER by ENGINEER described in Section 3 of this
Agreement.
Page 2 of 1
1.3.2 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.
1.3.3 Basic Services. Basic Services means the
services to be performed for or furnished to OWNER
by ENGINEER described in Section 2 of this
Agreement.
1.3.4 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.
1.3.5 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.
1.3.6 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.
1.3.7 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").
1.3.9 Standard General Conditions. Standard
General Conditions means the Standard General
Conditions of the Construction Contract (No. 1910-8)
(1990 Edition) of the Engineers Joint Contract
Documents Committee.
1.3.10 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
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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
2.1 Study and Report Phase.
Upon this Agreement becoming effective, ENGINEER
shall:
2.1.1 Consult with OWNER to understand OWNER's
requirements for the Project and review available data.
2.1.2 Advise OWNER as to the necessity of OWNER's
providing or obtaining from others data or services of
the types described in paragraph 4.4 which are not part
of ENGINEER's Basic Services, and assist OWNER in
obtaining such data and services.
2.1.3 Identify and analyze requirements of
governmental authorities having jurisdiction to approve
the portions of the Project designed or specified by
ENGINEER with whom consultation is to be
undertaken in connection with the Project.
2.1.4 Evaluate various alternate solutions available to
OWNER as describe in Exhibit A, and, after
consultation with Owner, recommend to OWNER those
solutions which in ENGINEER's judgment best meet
OWNER's requirements for the Project.
2.1.5. Prepare a report (the "Report") which will
contain the statement of OWNER's requirements for
the Project and, as appropriate, will contain schematic
layouts, sketches and conceptual design criteria with
appropriate exhibits to indicate the considerations
involved and those alternate solutions available to
OWNER which ENGINEER recommends. This Report
will be accompanied by ENGINEER's opinion of Total
Project Costs for each solution which is so
recommended for the Project, including the following
which will be separately itemized: opinion of probable
Construction Cost, allowances for contingencies and for
the estimated total costs of design professional and
related services provided by ENGINEER and, on the
basis of information furnished by OWNER, allowances
for other items and services included within the
definition of Total Project Costs.
2.1.7. Revise the Report in response to OWNER's
comments, as appropriate, and furnish final copies of
the Report in the number set forth in Exhibit A.
2.1.8. Submit the Report within the stipulated period
indicated in Exhibit A.
2.1.9. ENGINEER's services under the Study and
Report Phase will be considered complete at the
earlier of (1) the date when the Report has been
accepted by OWNER or (2) thirty days after the date
when such Report is delivered to OWNER for final
acceptance, plus in each case such additional time as
may be considered reasonable for obtaining approval
of governmental authorities having jurisdiction to
review the portions of the Project designed or
specified by ENGINEER, if such approval is to be
obtained during the Study and Report Phase.
The duties and responsibilities of ENGINEER during
the Study and Report Phase as set forth in this
paragraph 2.1 are amended and supplemented as
indicated in Exhibit A.
SECTION 3 - ADDITIONAL SERVICES OF
ENGINEER
3.1 Additional Services Requiring Authorization
in Advance.
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.
2.1.6. Furnish the Report to and review it with Owner.
Page 3 of 14
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.
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).
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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 furnished by
OWNER under Section 5, and services not otherwise
provided for in this Agreement.
SECTION 4 - OWNER'S RESPONSIBILITIES
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
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
fmal 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.
Page 5 of 14
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.
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
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.
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
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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:
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,
Page 7 of
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.
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
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basis set forth in Exhibit B. Invoices are due and
payable on 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
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.
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
OMITTED
Page 8 of 14
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
Page 9 of
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 therefrom.
Any such verification or adaptation will entitle
ENGINEER to further compensation at rates to be
agreed upon by OWNER and ENGINEER.
8.3. 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
14
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.
If and to the extent that OWNER and ENGINEER have
agreed on a method and procedure for resolving
disputes between them arising out of or relating to this
Agreement, such dispute resolution method and
procedure, if any, is set forth in Exhibit G, "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 Exhibit G or other
provisions of this Agreement, or 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. The indemnification provision of the
preceding sentence is subject to and limited by the
provisions agreed to by OWNER and ENGINEER in
Exhibit H, "Allocation of Risk", if any.
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.
8.7.3. In addition to the indemnity provided under
paragraph 8.7.2 of this Agreement, and to the fullest
extent permitted by law, OWNER shall indemnify
and hold harmless ENGINEER and its officers,
directors, partners, employees and agents and
ENGINEER's Consultants form and against 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 by, arising out of or relating to the presence,
discharge, release, or escape of Asbestos, PCBs,
Petroleum, Hazardous Waste, or Radioactive
Material at, on, under or from the Project site.
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
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.
Page 10 of 14
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
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 2 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 14,
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above
written.
OWNER.
City of Waterloo
By: Ernest G. Clark
Title: Mayo
ATTEST: ,1
Suzy Schares, CMC
City Clerk
Address for given notices:
City Hall
715 Mulberry Street
Waterloo, IA 50703
Contact Person:
Eric Thorson, PE, City Engineer
Contact Address:
City Hall
715 Mulberry Street
Waterloo, IA 50703
ENGINEER:
Robinson Engineering Company
By: R. K. Murthy, PE
Title: President
Address for given notices:
Robinson Engineering Company
5751 Westminster Drive, Suite B
Cedar Falls, IA 50613
Page 11 of 14
This is EXHIBIT A, consisting of 2 pages, referred to in
the Agreement between OWNER AND ENGINEER
for Professional Services, dated April 19, 2010.
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.
TASK A — GEOGRAPHIC INFORMATION SYSTEM ASSESSMENT
A.1 Assemble all available existing GIS data from City of Waterloo and Black Hawk County resources
for the Sink Creek Watershed inside the city limits of the City of Waterloo. This information will include: aerial
photography (both past and current images), land use (previous, existing and future), soil types, topography, parcel
information, population, groundwater information, FEMA flood mapping, and any other pertinent information that
can be assembled from existing data.
A.2 Using the topographic and aerial photography, the Sink Creek Watershed will be delineated and
separated into subwatershed for use in management and future planning. These watershed delineations will be
compared to the watershed maps available from the Iowa Department of Natural Resources (Iowa DNR). If there is
a difference between the watershed boundary produced for this project, and that currently used by DNR,
negotiations will be started with DNR personnel to resolve the discrepancy.
A.3 All assembled GIS data will be combined into useful maps for use in stormwater management and as
a planning tool for future development in the Sink Creek Watershed.
TASK B — PHYSICAL ASSESSMENT
B.1 Channel delineation -- Using the information compiled in Task A, the limits of the streambank
assessment will be determined. Access from all property owners will be coordinated with City of Waterloo
personnel. City personnel will provide a introduction letter to all property owners, while Robinson -Engineering will
ensure all owners allow access during the project.
B.2 The existing channel will be assessed using the RASCAL assessment standard procedure. This will
be completed every 750 feet and where tributary branches join the main channel of the creek. Additional assessment
points may be determined on an as needed basis in the field. Each assessment location will be located using GPS
and photographed to document all findings. Each location will be located on a map and labeled for future reference.
B.3 All information will be complied into a useful format. Analysis will be completed on the data
obtained for inclusion in the final assessment report. This analysis will be combined with the GIS information
compiled in Task A to create maps showing areas of streambank instability, at a minimum.
TASK C — CHEMICAL ASSESSMENT
C.1 Locations will be determined where up to 20 water quality samples will be collected within the
watershed. These locations will be determined using the information compiled in Task A. Every attempt will be
made to ensure that the chemical assessment locations will coincide with the physical assessment locations, as much
as possible.
C.2 Field measurements will be taken at the location of each of the twenty sampling locations. The field
testing will include measurements of temperature, pH, dissolved oxygen (DO), and turbidity.
Page 12 of 14
C.3 Water samples obtained in the field will be laboratory tested for metals, pesticides, herbicides,
nitrates/nitrites, orthophosphates, and e coli, at a minimum. Additional chemical components may be analyzed for,
depending on any initial information obtained during Task A, and at the discretion of the City of Waterloo staff.
C.4 An analysis will be completed on the water samples test results to determine if any trends can be
identified. A water quality monitoring plan will be written, including potential contaminants of interest, and a
sampling plan for future monitoring completed by the City of Waterloo.
TASK D — SOCIAL ASSESSMENT
D.1 An initial meeting will be held to set goals for the social assessment. This meeting will help to
determine the population framework and identify the method of sample selection and the method of contact.
D.2 A survey to assess the public's understanding of stormwater and watershed concepts will be written,
submitted to the City of Waterloo staff for review, and finalized for distribution. This task includes the cost of
copying the survey and postage costs.
D.3 Completed surveys will be compiled and analyzed to determine the publics' understanding of the
topics that were covered in the survey. Surveys will be coded and responses will be entered into Statistical Package
for the Social Sciences (SPSS), and printouts generated. This information will be used to guide further educational
opportunities in the watershed in the future.
TASK E — FINAL REPORT
E.1 A final report will be produced detailing what was investigated, the information obtained, any analysis
completed and the final conclusions. All information amassed during the project will be compiled into a format for
future use. It is anticipated that this final report will be used in the future as a benchmark of the health of the Sink
Creek Watershed in 2010 for comparison to future assessments.
Project Phases
This project will be completed in phases, with each phase being authorized by City of Waterloo personnel
via a "Notice to Proceed" letter. The project will be broken down as follows:
Phase I — GIS Assessment
Phase II — Physical/Chemical Assessment on Y2 of the watershed as determined from GIS Assessment
Phase III — Physical/Chemical Assessment on remaining portion of watershed
Phase IV — Social Assessment
Phase V — Final Analysis, Report, and Monitoring Plan
Phase I must be completed first and Phase V must be completed last. All other phases can be completed in any
order, as the budget of the City of Waterloo allows.
At the end of each phase, a meeting may be held to update staff of the project status, and to review any data that has
been accumulated at that point.
Page 13 of 14
This is EXHIBIT B, consisting of 1 page, referred to
in the Agreement between OWNER AND
ENGINEER for Professional Services, dated April
19, 2010
Payments to ENGINEER for Services
parties:
Section 6 of the Agreement is amended and supplemented to include the following agreement of the
Each phase of this project will be billed out as a lump sum billing in two installments. The initial
installment will be billed when approximately half of the work on that phase has been completed. The fmal
installment will be billed with a report detailing the completion of that phase of the assessment and including any
conclusions that could be drawn at that time. The cost for each phase is as follows:
Phase I — GIS Assessment $ 6,720.00
$6,720.00 for Robinson Engineering Work
Phase II — PhysicaUChemical Assessment $12,000.00
Completed on ''A of the Watershed
$6,000.00 for Physical Assessment by EarthView Environmental
$5,500.00 in lab fees for Chemical Assessment by local lab (10 samples)
$ 500.00 for Robinson Engineering lab analysis coordination
Phase III — Physical/Chemical Assessment $12,000.00
Completed on Remaining Watershed Area
$6,000.00 for Physical Assessment by EarthView Environmental
$5,500.00 in lab fees for Chemical Assessment by local lab (10 samples)
$ 500.00 for Robinson Engineering lab analysis coordination
Phase IV — Social Assessment $ 5,760.00
$4,800.00 for Survey development by R2S (Recreation Research & Service)
$ 960.00 for Robinson Engineering coordination
Phase V — Final Analysis, Report, and Monitoring Plan
$11,200.00 for Robinson Engineering Work
Project Total
Page 14 of 14
$11.200.00
$47,680.00