HomeMy WebLinkAboutRobinson Eng - Blowers Creek - 7/30/2018Page 1 of 13
STANDARD FORM OF AGREEMENT
BETWEEN
THE CITY OF WATERLOO AND
ROBINSON ENGINEERING COMPANY
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of July 30, 2018 between the City of Waterloo
("OWNER") and Robinson Engineering Company ("ENGINEER").
OWNER intends to complete the watershed assessment for Blowers Creek within 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.
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SECTION 1 — GENERAL 1.3.2 Agreement. Agreement means this Standard
Form of Agreement between OWNER and
1.1 Standard of Care. ENGINEER for Professional Services including
those exhibits listed in Section 9 of this Agreement.
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 defined
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 defined in
the Standard General Conditions. The term "defective"
will be used in this Agreement as defined in the
Standard General Conditions.
1.3 Definitions
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.
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
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ENGINEER and (on the basis of information furnished 3.1.4. Services resulting from significant changes in
by OWNER) allowances for such other items as
the scope, extent or character of the portions of
charges of all other professionals and consultants, for
Project designed or specified by ENGINEER or its
the cost of land and rights-of-way, for compensation for
design requirements including, but not limited to,
or damages to properties, for interest and financing
changes in size, complexity, OWNER's schedule,
charges and for other services to be provided by others
character of construction or method of financing; and
to OWNER under paragraph 4.4, 4.5 and 4.7 through
revising previously accepted studies, reports,
4.14, inclusive.
Drawings, Specifications, or Contract Documents
when such revisions are required by changes in laws,
rules, regulations, ordinances, codes or orders
SECTION 2 - BASIC SERVICES OF ENGINEER
enacted subsequent to the preparation of such studies,
reports, Drawings, Specifications, or Contract
The duties and responsibilities of ENGINEER are set
Documents, or are due to any other causes beyond
forth and supplemented as indicated in Exhibit A.
ENGINEER's control.
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.
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.
3.1.5. 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.
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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).
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
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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
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 financial 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
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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.
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, 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
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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 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
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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
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.
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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 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
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.
Page 10 of 13
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.
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.
Page I1 of 13
SECTION 9 - EXHIBITS AND SPECIAL 9.1.2. Exhibit B, "Payment to Engineer for Services
PROVISIONS and Reimbursable Expenses", consisting of 1 pages.
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.
9.2. 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: Quentin M. Hart
Title: Mayor
ATTEST:
Kelley Felchle, CMC
City Clerk
Address for given notices:
City Hall
715 Mulberry Street
Waterloo, IA 50703
Contact Person:
Jamie Knutson, PE, Interim City Engineer
Contact Address:
City Hall
715 Mulberry Street
Waterloo, IA 50703
ENGINEER: / / /rte i.rs, ) V9-1/ ., i -tl 3
Robinson Engineefing Company
By: Monica Smith, PE
Title: President
Address for given notices:
Robinson Engineering Company
322 First Street East
Independence,IA 50644
Page 12 of 13
This is EXHIBIT A, consisting of 1 pages, referred to in
the Agreement between OWNER AND ENGINEER
for Professional Services, dated July 30, 2018.
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.
This project will assess the current conditions of the stormwater flow within the proposed Blowers Creek Watershed
in the City of Waterloo. This project will combine information that City of Waterloo engineering staff have already
compiled, with additional information combined from analysis of available information, to produce a report that will
detail the state of Blowers Creek and the surrounding watershed.
GIS Assessment: For this task, the following categories will be analyzed using available information: Location
and area, Hydrology, Topography, Soils, Population, Ownership, Historical Land Use, Current Land Use,
Current Zoning, Geology, Climate, and Threatened & Endangered Species. Where applicable, maps and/or
graphs will be produced to illustrate the information being compiled.
Physical Assessment: For this task, the physical health of the creek will be documented using the work
completed on the creek by City of Waterloo staff based on the RASCAL (Rapid Assessment of Stream
Conditions Along Length) Protocol. This information will be compiled by Robinson staff and then incorporated
into the report for further analysis.
Analysis of Results: All information will be analyzed to identify areas of concern and priority repair areas. A
statistical analysis of any mathematical results will be produced for reference. A WinSLAMM Analysis will be
completed on the watershed to determine what BMPs should be constructed within the watershed to reduce
sediment loading and improve in -stream habitat.
Conclusions/Recommendations: This task will include compiling a proposed plan of improvement schedule for
the watershed, reviewing the statistical analysis of all water test results, and providing an overall conclusion for
the assessment. The final assessment report will be produced during this task.
Payments to ENGINEER for Services
parties:
Page 13 of 13
This is EXHIBIT B, consisting of 1 page, referred to
in the Agreement between OWNER AND
ENGINEER for Professional Services, dated
July 30, 2018
Section 6 of the Agreement is amended and supplemented to include the following agreement of the
Blowers Creek Watershed Assessment 14 800.00
Total Project Estimate $14,800.00