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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 Westdale Subdivision Swale Design 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 1.3.3 Basic Services. Basic Services means the
phases of the Project to which this Agreement applies services to be performed for or furnished to OWNER
as hereinafter provided. ENGINEER shall serve as by ENGINEER described in Section 2 of this
OWNER's prime design professional and engineering Agreement.
representative for the Project providing professional
engineering consultation and advice with respect 1.3.4 Construction Cost. Construction Cost means
thereto. ENGINEER may employ such ENGINEER's the total cost to OWNER of those portions of the
Consultants as ENGINEER deems necessary to assist in entire Project designed or specified by ENGINEER.
the performance or furnishing of professional Construction Cost does not include ENGINEER's
engineering and related services hereunder. compensation and expenses,the cost of land,rights-
ENGINEER shall not be required to employ any of-way,or compensation for or damages to
ENGINEER's Consultants unacceptable to properties,or OWNER's legal,accounting,insurance
ENGINEER. counseling or auditing services,or interest and
financing charges incurred in connection with the
The standard of care for all professional engineering Project or the cost of other services to be provided by
and related services preformed or furnished by others to OWNER pursuant to Section 4 of this
ENGINEER under this Agreement will be the care and Agreement. Construction Cost is one of the items
skill ordinarily used by members of ENGINEER's comprising Total Project Costs.
profession practicing under similar conditions at the
same time and in the same locality. ENGINEER makes 1.3.5 Contractor. Contractor means the person or
no warranties,express or implied,under this Agreement entity with whom OWNER enters into a written
or otherwise,in connection with ENGINEER's agreement covering construction work to be
services. performed or furnished with respect to the Project.
1.2 Coordination with Other Documents 1.3.6 ENGINEER's Consultant. ENGINEER's
Consultant means a person or entity having a contract
It is the intention of the parties that the Standard with ENGINEER to perform or furnish Basic or
General Conditions will be used as the General Additional Services as ENGINEER's independent
Conditions for the Project and that all amendments professional associate or consultant engaged directly
thereof and supplements there to will be generally on the Project.
consistent there with. Except as otherwise defined
herein,the terms which have an initial capital letter in 1.3.7 Reimbursable Expense. Reimbursable
this Agreement and are defined in the Standard General Expenses means the expenses incurred directly in
Conditions will be used in this Agreement as defined in connection with the performance or furnishing of
the Standard General Conditions. The term"defective" Basic and Additional Services for the Project for
will be used in this Agreement as defined in the which OWNER shall pay ENGINEER as indicated in
Standard General Conditions. Exhibit B,"Payments to Engineer for Services and
Reimbursable Expenses"("Exhibit B").
1.3 Definitions
1.3.9 Standard General Conditions. Standard
Wherever used in this Agreement the following terms General Conditions means the Standard General
have the meanings indicated which are applicable to Conditions of the Construction Contract(No. 1910-8)
both the singular and plural thereof: (1990 Edition)of the Engineers Joint Contract
Documents Committee.
1.3.1 Additional Services. Additional Services means
the services to be performed for or furnished to 1.3.10 Total Project Costs. Total Project Costs
OWNER by ENGINEER described in Section 3 of this means the sum of the Construction Cost,allowances
Agreement. 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.
3.1.5. Services resulting from facts revealed about
SECTION 3 -ADDITIONAL SERVICES OF conditions:
ENGINEER
3.1.5.1 which are different from information about
3.1 Additional Services Requiring Authorization in such conditions that OWNER previously provided to
Advance. ENGINEER under paragraph 4.4 and upon which
ENGINEER was entitled to rely;or
If authorized in writing by OWNER,ENGINEER shall
furnish or obtain from others Additional Services of the 3.1.5.2.as to which OWNER had responsibility to
types listed in paragraph 3.1.1 through 3.1.19, provide information under paragraph 4.4 is such
inclusive,as amended and supplemented as indicated in information was not previously provided.
Exhibit A. These services are not included as part of
Basic Services except to the extent otherwise provided 3.1.6. Providing renderings or models for OWNER's
in Exhibit A. These services will be paid for by use.
OWNER as indicated in Section 6.
3.1.7. Preparing documents for alternate bids
3.1.1. Preparation of applications and supporting requested by OWNER for Contractor's work which is
documents(in addition to those furnished under Basic not executed or documents for out-of-sequence work.
Services)for private or governmental grants,loans or
advances in connection with the Project;preparation or 3.1.8. Undertaking investigations and studies
review of environmental assessments and impact including,but not limited to,detailed consideration of
statements;review and evaluation of the effect on the operations,maintenance and overhead expenses;the
design requirements of the Project of any such preparation of feasibility studies,cash flow and
statements and documents prepared by others;and economic evaluations,rate schedules and appraisals;
assistance in obtaining approvals of authorities having assistance in obtaining financing for the Project;
jurisdiction over the anticipated environmental impact evaluating processes available for licensing and
of the Project. assisting OWNER in obtaining process licensing;
detailed quantity surveys of materials,equipment and
3.1.2. Services to make measured drawings of or to labor;and audits or inventories required in
investigate existing conditions or facilities,or to verify connection with construction performed by OWNER.
the accuracy of drawings or other information furnished
by OWNER. 3.1.9. Furnishing services of ENGINEER's
Consultants for other than Basic Services;and
3.1.3. Services resulting from evaluation by furnishing data or services of the types described in
ENGINEER during the Study and Report Phase at paragraph 4.4 when OWNER employs ENGINEER
OWNER's request of alternative solutions in addition to provide such data or services in lieu of furnishing
to those specified in Exhibit A. the same under paragraph 4.4.
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3.1.10. Services attributable to a variation in the SECTION 4-OWNER'S RESPONSIBILITIES
number of prime contracts from the number specified in
Exhibit A for work designed or specified by Except as otherwise provided in Exhibit A,OWNER
ENGINEER. shall do the following in a timely manner so as not to
delay the services of ENGINEER and shall bear all
3.1.11. Services during out-of-town travel required of costs incident thereto:
ENGINEER other than visits to the site or OWNER's
office as required by Section 2. 4.1. Designate in writing a person to act as
OWNER's representative with respect to the services
3.1.12. Preparing for,coordinating with,participating to be performed or furnished by ENGINEER under
in and responding to structured independent review this Agreement. Such person will have complete
processes,including,but not limited to,Construction authority to transmit instructions,receive
Management,Cost Estimating,Project Peer Review, information,interpret and define OWNER's policies
Value Engineering and Constructability Review and decisions with respect to ENGINEER's services
requested by OWNER;and performing or furnishing for the Project.
services required to revise studies,reports,Drawings,
Specifications or Contract Documents as a result of 4.2. Provide all criteria and full information as to
such review processes. OWNER's requirements for the Project,including
design objectives and constraints,space,capacity and
3.1.13. Determining the acceptability of substitute performance requirements,flexibility and
materials and equipment proposed during the Bidding expendability,and any budgetary limitations;and
or Negotiating Phase when substitution prior to the furnish copies of all design and construction
award of contracts is allowed by the Bidding standards which OWNER will require to be included
Documents. in the Drawings and Specifications.
3.1.14. Providing field surveys for design purposes, 4.3. Assist ENGINEER by placing at ENGINEER's
engineering surveys and staking to enable Contractor to disposal all available information pertinent to the
proceed with its work,and any type of property surveys Project including previous reports and any other data
or related engineering services needed for the transfer relative to design or construction of the Project.
of interests in real property;and providing other special
field surveys. 4.4. Furnish to ENGINEER,as requested by
ENGINEER for performance of Basic Services or as
3.1.15. Preparation of operating,maintenance and required by the Contract Documents,the following:
staffing manuals to supplement Basic Services under
paragraph 2.6.3. 4.4.1. data prepared by or services by others,
including without limitation explorations and tests of
3.1.16. Preparing to serve or serving as a consultant or subsurface conditions at or contiguous to the site,
witness for OWNER in any litigation,arbitration or drawings of physical conditions in or relating to
other legal or administrative proceeding involving the existing surface or subsurface structures at or
Project(except for assistance in consultations which is contiguous to the site,or hydrographic surveys;
included as part of Basic Services under paragraph
2.1.3 and 2.3.2). 4.4.2. the services of an independent testing
laboratory to perform all inspections,tests and
3.1.17. Providing more extensive services required to approvals of samples,materials and equipment prior
enable ENGINEER to issue notices or certifications to and after installation,or to evaluate the
requested by OWNER under paragraph 4.12. performance of materials,equipment and facilities of
OWNER,prior to specification,and during
3.1.18. Other additional services performed or construction;
furnished by ENGINEER in connection with the
Project,including services which are to be furnished by 4.4.3. appropriate professional interpretations of all
OWNER under Section 5,and services not otherwise the foregoing;
provided for in this Agreement.
4.4.4. environmental assessments,audits,
investigations and impact statements,and other
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relevant environmental or cultural studies as to the 4.9.2. such legal services as OWNER may require
Project,the site and adjacent areas; or ENGINEER may reasonably request with regard
to legal issues pertaining to the Project,including any
4.4.5. field surveys for design purposes and property, that may be raised by Contractor;and
boundary,easement,right-of-way,topographic and
utility surveys or data,including relevant reference 4.9.3. such auditing services as OWNER may
points; require to ascertain how or for what purpose
Contractor has used the moneys paid on account of
4.4.6. property descriptions; the Contract Price.
4.4.7. zoning,deed and other land use restrictions; 4.10. Provide such inspection or monitoring services
and by an individual or entity other than ENGINEER as
OWNER may desire to verify:
4.4.8. other special data or consultations not covered
in Section 2. 4.10.1. that Contractor is complying with any law,
rule,regulation,ordinance,code or order applicable
OWNER shall be responsible for,and ENGINEER may to Contractor's performing and furnishing the work;
rely upon,the accuracy and completeness of all reports, or
data and other information furnished pursuant to this
paragraph. ENGINEER may use such reports,data and 4.10.2. that Contractor is taking all necessary
information in performing or furnishing services under precautions for safety of persons or property and
this Agreement. complying with any special provisions of the
Contract Documents applicable to safety.
4.5. Provide,as required by the Contract Documents,
engineering surveys and staking to enable Contractor to ENGINEER does not undertake in this Agreement to
proceed with the layout of the work,and other special perform the services referred to in 4.10.1 and 4.10.2
field surveys. above. The identity of any individual or entity
employed to perform such services and the scope of
4.6. Provide official letter stating reason for access such services will be disclosed to ENGINEER.
requests. ENGINEER will be responsible for getting
final permission for access during project. 4.11. Advise ENGINEER of the identity and scope
of services of any independent consultants employed
4.7. Examine all alternate solutions,studies,reports, by OWNER to perform or furnish services in regard
sketches,Drawings,Specifications,proposals and other to the Project,including,but not limited to,
documents presented by ENGINEER(including Construction Management, Cost Estimating,Project
obtaining advice of an attorney,insurance counselor Peer Review,Value Engineering and Constructability
and other consultants as OWNER deems appropriate Review. If OWNER designates a person or entity
with respect to such examination)and render in writing other than,or in addition to,ENGINEER to represent
decisions pertaining thereto. OWNER at the site,OWNER shall define and set
forth in an exhibit that is to be mutually agreed upon
4.8. Provide approvals and permits from all and attached to and make a part of this Agreement
governmental authorities having jurisdiction to approve before such services begin,the duties,responsibilities
the portions of the Project designed or specified by and limitations of authority of such other party and
ENGINEER and such approvals and consents from the relation thereof to the duties,responsibilities and
others as may be necessary for completion of such authority of ENGINEER.
portions of the Project.
4.12. Prior to the commencement of the Construction
4.9. Provide,as may be required for the Project: Phase,notify ENGINEER of any variations in the
language of the Notice of Acceptability of Work,or
4.9.1. accounting,bond and financial advisory, of any notice or certification other than such Notice
independent cost estimating and insurance counseling that ENGINEER will be requested to provide to
services; 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 and initial operation of the Project including extra
shall authorize such Additional Services as are work and required extensions thereto.
necessary to enable ENGINEER to provide the notice
or certification requested under this paragraph. 5.2. If in this Agreement specific periods of time for
rendering services are set forth or specific dates by
4.13. If more than one prime contract is to be awarded which services are to be completed are provided and
for work designed or specified by ENGINEER, if such periods of time or dates are changed through
designate a person or entity to have authority and no fault of ENGINEER,the rates and amounts of
responsibility for coordinating the activities among the compensation provided for herein shall be subject to
various prime contractors,and define and set forth the equitable adjustment. If OWNER has requested
duties,responsibilities and limitations of authority of changed in the scope,extent or character of the
such person or entity and the relation thereof to the Project,the time of performance of ENGINEER's
duties,responsibilities and authority of ENGINEER in services shall be adjusted equitably.
an exhibit that is to be mutually agreed upon and
attached to and made a part of this Agreement before 5.3. If OWNER fails to give prompt written
such services begin. authorization to proceed with any phase of services
after completion of the immediately preceding phase,
4.14. Furnish to ENGINEER data or estimated figures or if the Construction Phase has not commenced
as to OWNER's anticipated costs for services to be within the stipulated period identified in this
provided by others for OWNER(such as services Agreement after completion of the Final Design
pursuant to paragraph 4.4,4.5 and 4.7 through 4.14, Phase or does not proceed in an orderly and
inclusive)and other costs of the types referred to in continuous progression,ENGINEER may,after
paragraph 2.1.5 so that ENGINEER may make the giving seven days' written notice to OWNER,
necessary calculations to develop and periodically suspend serviced under this Agreement.
adjust ENGINEER's opinion of Total Project Costs.
5.4. If ENGINEER's services for design or during
4.15. Attend the pre-bid conference,bid opening, construction of the Project are delayed or suspended
preconstruction conferences,construction progress and in whole or in part by OWNER:
other job related meetings and Substantial Completion
and final payment inspections. 5.4.1. for more than three months through no fault
of ENGINEER,ENGINEER shall be entitled to
4.16. Give prompt written notice to ENGINEER equitable adjustment of rates and amounts of
whenever OWNER observes or otherwise becomes compensation provided for elsewhere in this
aware of any development that affects the scope or time Agreement to reflect,among other things,reasonable
of performance or furnishing of ENGINEER's services, costs incurred by ENGINEER in connection with
or any defect or nonconformance in ENGINEER's such delay or suspension and reactivation and the fact
services or in the work of any Contractor. that the time for performance under this Agreement
-has been revised;or
4.17. Furnish,or direct ENGINEER to provide,
Additional Services as stipulated in paragraph 3.1 of 5.4.2. for more than one year through no fault of
this Agreement or other services as required. ENGINEER,or if ENGINEER for any reason is
required to render Construction Phase services more
than one year after Substantial Completion is
SECTION 5 -TIMES FOR RENDERING SERVICES achieved,the rates and amounts of compensation
provided for elsewhere in this Agreement will be
5.1. ENGINEER's services and compensation under subject to equitable adjustment to reflect,among
this Agreement have been agreed to in anticipation of other things,changes in the various elements that
the orderly and continuous progress of the Project comprise such rates of compensation.
through completion of the Construction Phase. Unless
specific periods of time or specific dates for providing 5.5. In the event that the work designed or specified
services are specified in this Agreement,ENGINEER's by ENGINEER is to be performed or furnished under
obligation to render services hereunder will extend for a more than on prime contract,or if ENGINEER's
period which may reasonably be required for the services are to be separately sequenced with the work
design,award of construction contracts,construction of one or more prime contractors(such as in the case
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of fast-tracing),OWNER and ENGINEER shall,prior ENGINEER has been paid in full all amounts due for
to commencement of the Final Design Phase,develop a services,expenses and charges. Payments will be
schedule for performance of ENGINEER's services credited first to interest and then to principal. In the
during the Final Design,Bidding or Negotiating and event of a disputed or contested billing,only that
Construction Phases in order to sequence and portion so contested may be withheld from payment,
coordinate properly such services as are applicable to and the undisputed portion will be paid.
the work under such separate prime contracts. This
schedule is to be prepared and included in Exhibit A 6.2.3. Payments Upon Termination
whether or not the work under such contracts is to
proceed concurrently. 6.2.3.1. Termination by OWNER for Cause. In the
event of termination by OWNER for cause under
SECTION 6-PAYMENTS TO ENGINEER FOR paragraph 8.1.1:
SERVICES AND REIMBURSABLE EXPENSES
6.2.3.1.1. Upon the completion of any phase of
6.1. Method of Payment for Services and Expenses Basic Services,progress payments due ENGINEER
of ENGINEER. in accordance with this Agreement for all such
services performed or furnished by ENGINEER and
6.1.1. For Basic Services. OWNER shall pay ENGINEER's Consultants through the completion of
ENGINEER for Basic Services performed or furnished such phase will constitute total payment for such
under Section 2 on the basis set forth in Exhibit B. services. ENGINEER also will be paid for all unpaid
Additional Services and unpaid Reimbursable
6.1.2. For Additional Services. OWNER shall pay Expenses.
ENGINEER for Additional Services performed or 6.2.3.1.2. During any phase of the Basic
furnished under Section 3 on the basis set forth in Services,ENGINEER also will be paid for such
Exhibit B. services performed or furnished in accordance with
this Agreement by ENGINEER during that phase
6.1.3. For Reimbursable Expenses. In addition to through the date of termination on the basis specified
payments provided for in paragraph 6.1.1 and 6.1.2, in Exhibit B. ENGINEER also will be paid for the
OWNER shall pay ENGINEER for Reimbursable charges of ENGINEER's Consultant employed to
Expenses incurred by ENGINEER and ENGINEER's perform or furnish Basic Services to the extent such
Consultants as set forth in Exhibit B. The amount services have been performed or furnished in
payable for Reimbursable Expenses will include a accordance with this Agreement through the effective
factor to the extent so indicated in Exhibit B. date of the termination. ENGINEER also will be
paid for all unpaid Additional Services and unpaid
6.2. Other Provisions Concerning Payments. Reimbursable Expenses.
6.2.1. Preparation of Invoices. Invoices for Basic and 6.2.3.2. Termination by OWNER for Convenience.
Additional Services and Reimbursable Expenses will be In the event of termination by OWNER under
prepared in accordance with ENGINEER's standard paragraph 8.1.2:
invoicing practices and will be submitted to OWNER
by ENGINEER at least monthly. The amount billed for 6.2.3.2.1. Upon the completion of any phase of
Basic Services and Additional Services in each invoice Basic Services,progress payments due ENGINEER
will be calculated on the basis set forth in Exhibit B. in accordance with this Agreement for all such
Invoices are due and payable on receipt. services performed or furnished by ENGINEER and
ENGINEER's Consultant through the completion of
6.2.2. Unpaid Invoices. If OWNER fails to make any such phase will constitute total payment for such
payment due ENGINEER for services and expenses services. ENGINEER also will be paid for all unpaid
within thirty days after receipt of ENGINEER's invoice Additional Services and unpaid Reimbursable
therefore,the amount due ENGINEER will be Expenses,and for termination expenses under
increased at the rate of 1.5%per month(or the subparagraph 6.2.3.2.3 below.
maximum rate of interest permitted by law,if less)from
said thirtieth day;and,in addition,ENGINEER may, 6.2.3.2.2. During any phase of Basic Services,
after giving seven days'written notice to OWNER, ENGINEER also will be paid for such services
suspend services under this Agreement until performed or furnished by ENGINEER during that
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phase through the date of termination on the basis independent cost estimator as provided in paragraph
specified in Exhibit B. In addition,ENGINEER will be 4.9.1.
paid for the charges of ENGINEER's Consultants
employed to perform or furnish Basic Services through
the effective date of the termination. ENGINEER also SECTION 8-GENERAL CONSIDERATIONS
will be paid for all unpaid Additional Services and
unpaid Reimbursable Expenses,and for termination 8.1. Termination.
expenses under subparagraph 6.2.3.2.3 below.
The obligation to provide further services under this
6.2.3.2.3. In the event of termination by OWNER Agreement may be terminated:
for convenience during or at completion of any phase of
Basic Services,OWNER shall pay ENGINEER's 8.1.1. For cause,
reasonable expenses directly attributable to termination
in accordance with rates applicable to the various 8.1.1.1. by either party upon thirty days' written
categories of Additional Services measured from the notice in the event of substantial failure by the other
date of termination,including other fair and reasonable party to perform in accordance with the terms hereof
sums for overhead and profit,and costs of terminating through no fault of the terminating party.
contracts with ENGINEER's Consultants. Notwithstanding the foregoing,this Agreement will
not terminate as a result of such substantial failure if
6.2.3.3. Termination by ENGINEER for Cause. In the party receiving such notice begins,within seven
the event of termination by ENGINEER for cause under days of receipt of such notice,to correct its failure to
paragraph 8.1.1,ENGINEER shall be entitled to receive perform and proceeds diligently to cure such failure
compensation calculated as set forth in paragraph within no more than thirty days of receipt thereof;
6.2.3.2. provided, however, that if and to the extent such
substantial failure cannot be reasonably cured within
6.2.4. Records of ENGINEER's Costs. Records of such thirty0day period,and if such party has
ENGINEER's costs pertinent to ENGINEER's diligently attempted to cure the same and thereafter
compensation under this Agreement will be kept in continued diligently to cure the same,then the cure
accordance with generally accepted accounting period provided from herein shall extend up to,but in
practices. Copies will be made available to OWNER at no case more than,sixty days after the date of receipt
cost on request prior to final payment for ENGINEER's of the notice.
services.
8.1.1.2. by ENGINEER:
SECTION 7—OPINIONS OF COST 8.1.1.2.1. upon seven days' written notice if
ENGINEER believes that ENGINEER is being
7.1. Opinions of Probable Construction Costs. requested by OWNER to furnish or perform services
contrary to ENGINEER's responsibilities as a
ENGINEER's opinions of probably Construction Cost licensed design professional;or
provided for herein are to be made on the basis of
ENGINEER's experience and qualifications and 8.1.1.2.2. upon seven days'written notice if the
represent ENGINEER's best judgment as an ENGINEER's services for design or during the
experienced and qualified professional engineer construction of the Project are delayed or suspended
generally familiar with the construction industry. for more than ninety days for reasons beyond
However,since ENGINEER has no control over the ENGINEER's control.
cost of labor,materials,equipment or services furnished
by others,or over the Contractor's methods of 8.1.1.2.3. In the case of termination under this
determining prices,or over competitive bidding or paragraph 8.1.1.2,ENGINEER shall have no liability
market conditions,ENGINEER cannot and does not to OWNER on account of such termination.
guarantee that proposals,bids or actual Construction
Cost will not vary from opinions of probably 8.1.2. For convenience,by OWNER effective upon
Construction Cost prepared by ENGINEER. If the receipt of notice by ENGINEER.
OWNER wishes greater assurance as to probable
Construction Cost,OWNER shall employ an 8.2. Reuse of Documents.
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and legal representatives of OWNER and
All documents including Drawings and Specifications ENGINEER(and to the extent permitted by
provided or furnished by ENGINEER(or paragraph 8.5.2 the assigns of OWNER and
ENGINEER's Consultants)pursuant to this Agreement ENGINEER)are hereby bound to the other party to
are instruments of service in respect of the Project,and this Agreement and to the partners,successors,
ENGINEER and ENGINEER's Consultants,as executors,administrators and legal representatives
appropriate,shall retain an ownership and property (and said assigns)of such other party,in respect of all
interest therein(including the right of reuse by and at covenants,agreements and obligations of this
the direction of ENGINEER and ENGINEER's Agreement.
Consultants,as appropriate)whether or not the Project
is completed. OWNER may make and retain copies for 8.5.2. Neither OWNER nor ENGINEER may assign,
information and reference in connection with the use sublet or transfer any rights under or interest
and occupancy of the Project by OWNER and others; (including,but without limitation,moneys that may
however,such documents are not intended or become due or moneys that are due)in this
represented to be suitable for reuse by OWNER or Agreement without the written consent of the other,
others on extension of the Project or on any other except to the extent that any assignment,subletting or
project. Any such reuse without written verification or transfer is mandated by law or the effect of this
adaptation by ENGINEER and ENGINEER's limitation may be restricted by law. Unless
Consultants,as appropriate,for the specific purpose specifically stated to the contrary in any written
intended will be at OWNER's sole risk and without consent to an assignment,no assignment will release
liability or legal exposure to ENGINEER,or to or discharge the assignor from any duty or
ENGINEER's Consultants,and OWNER shall responsibility under this Agreement.
indemnify and hold harmless ENGINEER and
ENGINEER's Consultants from all claims,damages, 8.5.3. Unless expressly provided otherwise in this
losses and expenses including attorneys' fees arising Agreement:
out of or resulting therefrom. Any such verification or
adaptation will entitle ENGINEER to further 8.5.3.1. Nothing in this Agreement shall be
compensation at rates to be agreed upon by OWNER construed to create,impose or give rise to any duty
and ENGINEER. owed by ENGINEER to any Contractor,
Subcontractor, Supplier,other person or entity,or to
8.3. Insurance. any surety for or employee of any of them,or give
any rights in or benefits under this Agreement to
8.3.1. ENGINEER shall procure and maintain anyone other than OWNER and ENGINEER,
insurance for protection from claims under workers'
compensation acts,claims for damages because of 8.5.3.2. All duties and responsibilities undertaken
bodily injury including personal injury,sickness or pursuant to this Agreement will be for the sole and
disease or death of any and all employees or of any exclusive benefit of OWNER and ENGINEER and
person other than such employees,and from claims or not for the benefit of any other party. The OWNER
damages because of injury to or destruction of property agrees that the substance of the provisions of this
including loss of use resulting therefrom. ENGINEER paragraph shall appear in the Contract Documents.
shall list OWNER as an additional insured on
ENGINEER's general liability insurance policy. 8.6. Dispute Resolution.
If and to the extent that OWNER and ENGINEER
8.4. Controlling Law. have agreed on a method and procedure for resolving
disputes between them arising out of or relating to
This Agreement is to be governed by the law of the this Agreement, such dispute resolution method and
principal place of business of ENGINEER. 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
8.5. Successors and Assigns. from the date of notice of all disputes between them
prior to exercising their rights under Exhibit G or
8.5.1. OWNER and ENGINEER each is hereby bound other provisions of this Agreement,or under law.
and the partners,successors,executors,administrators
Page 10 of 13
8.7. Allocation of Risks—Indemnification. certified mail,return receipt requested,by facsimile,
or by a nationally recognized overnight courier
8.7.1. To the fullest extent permitted by law, service. All notices shall be effective upon the date
ENGINEER shall indemnify and hold harmless of receipt.
OWNER,OWNER's officers, directors,partners,
employees and agents from and against any and all 8.9. Survival.
claims,costs,losses and damages(including but not
limited to all fees and charges of engineers,architects, All express representations,indemnifications or
attorneys and other dispute resolution costs)caused limitations of liability made in or given in this
solely by the negligent acts or omissions of Agreement will survive the completion of all services
ENGINEER or ENGINEER's officers,directors, of ENGINEER under this Agreement or the
partners,employees,agents and ENGINEER's termination of this Agreement for any reason.
Consultants in the performance and furnishing of
ENGINEER's services under this Agreement. The 8.10. Severability.
indemnification provision of the preceding sentence is
subject to and limited by the provisions agreed to by Any provision or part of the Agreement held to be
OWNER and ENGINEER in Exhibit H,"Allocation of void or unenforceable under any law or regulation
Risk",if any. shall be deemed stricken,and all remaining
provisions shall continue to be valid and binding
8.7.2. To the fullest extent permitted by law,OWNER upon OWNER and ENGINEER,who agree that the
shall indemnify and hold harmless ENGINEER, Agreement shall be reformed to replace such stricken
ENGINEER's officers,directors,partners,employees provision or part thereof with a valid and enforceable
and agents and ENGINEER's Consultants from and provision that comes as close as possible to
against any and all claims,costs,losses and damages expressing the intention of the stricken provision.
(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
Page 11 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 9.2. This Agreement(consisting of pages 1 to 14,
following Exhibits which are attached to and make a inclusive and the Exhibits identified above)
part of the Agreement: constitutes the entire agreement between OWNER
and ENGINEER and supersedes all prior written or
9.1.1. Exhibit A,"Further Description of Basic oral understandings. This Agreement may only be
Engineering Services and Related Matters",consisting amended,supplemented,modified or cancelled by a
of 2 pages. 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: o �1 .�nc�.( ENGINEER: v
City of Waterloo Robinson Engined ing Company
By: Quentin M.Hart By: Monica Smith,PE
Title: Mayor Title: President
ATTEST: Address for given notices:
Kelley Felcle,CMC Robinson Engineering Company
City Clerk 322 First Street East
Independence,IA 50644
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
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.
Public Relations: Contact will be made to the adjacent property owners informing them that a project is being
developed and will be constructed on the property owned by the city behind their properties. This contact will
only be completed to maintain good relations between the property owners and the City of Waterloo
Engineering Staff since the project should not impact any of these property owners. One property owner has
installed landscaping items outside of their right-of-way. All attempts will be made to incorporate these items
into the design plan so they do not have to be removed.
Existing Survey: A survey of the property will be completed. The property limits will be identified to ensure
that the project stays within the limits of the city property. This survey will provide updated contours so that
the project will better match the existing conditions.
Preliminary Design: A preliminary design will be completed for the project and presented to City of Waterloo
staff for review. This review will ensure that the project design is meeting the goals of the city staff. A
preliminary construction estimate will be created at this point for budgeting purposes.
Final Design: Final design plans with project specifications will be completed including all comments that were
compiled during the preliminary design review. A final engineering estimate will be calculated for bidding
purposes. Robinson Engineering will provide the city with plan and specification sets for bidding and help
coordinate contractor interest in the project.
Construction Services: Robinson Engineering will provide construction inspection services during the
construction of this project. We will provide one set of construction stakes for the project. Any additional
survey needs will need to be worked out with the contractor. Robinson's staff will ensure that the project is
completed to plans and specs and provide the city with a quality project that will meet all of their expectations.
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
Payments to ENGINEER for Services
Section 6 of the Agreement is amended and supplemented to include the following agreement of the
parties:
Public Relations $ 920.00
Existing Survey $ 1,500.00
Preliminary Design $4,600.00
Project Review $ 460.00
Final Design $2,760.00
Construction Services $4,600.00
Construction Staking S 1,500.00
Total $16,340.00
Total Project Estimate $16,340.00