HomeMy WebLinkAboutStanley Consultants - Delane Detention Study - 12/10/2018 PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of November 29, 2018, between CITY OF WATERLOO (CLIENT) and
STANLEY CONSULTANTS, INC. (CONSULTANT). CLIENT intends to prepare the Delane Detention Study
Document Review(hereinafter called "project").
CLIENT and CONSULTANT agree:
1. Scope of Services. CONSULTANT shall perform professional services as stated in Exhibit 1.
2. Compensation. CLIENT shall compensate CONSULTANT for CONSULTANT's services as stated in Exhibit 2.
3. Terms and Conditions. CONSULTANT shall provide professional services in accordance with the terms
and conditions stated in Exhibit 3. If client issues a purchase order or other document to initiate the
commencement of services hereunder, it is agreed that any terms and conditions appearing thereon shall
have no application and only the provisions of this Agreement shall automatically apply.
4. CLIENT has provided or shall provide for payment from one or more lawful sources of all sums to be paid to
CONSULTANT.
5. Following exhibits are attached to and made part of this Agreement:
Exhibit 1 - Scope of Services
Exhibit 2 -Compensation
Exhibit 3 -Standard Terms and Conditions
IN WITNESS WHEREOF, the parties below have executed this Agreement as of the day and year first above
written.
STANLEY CONSULTANTS, INC. CITY OF WATERLOO
By: BY
Daniel R. Fullerton, P.E.
Client Service Mana
j
Attest: y/C Attest: G
Wendy Diekema
Address for giving notices: Address for giving notices:
100 COURT AVENUE 715 MULBERRY STREET
SUITE 300 WATERLOO, IA 50703
DES MOINES, IA 50309-2200
If CLIENT is a public body, attach evidence of authority to sign and resolution or other document authorizing
execution of AGREEMENT.
M:FY_2018_2019\35441_WaterlooDelaneDetention StudyDocumentReview\PSA
SC2272 1299
C Exhibit 1
Stanley Consultants Scope of Services
ENGINEERING SERVICES
DELANE DETENTION STUDY DOCUMENT REVIEW
WATERLOO, IOWA
INTRODUCTION
The Delane Avenue neighborhood in the City of Waterloo is located north of Waterloo Memorial
Park Cemetery and West of Devonshire Park. There is a small dry creek that flows into a single
pipe culvert located under Delane Avenue and ultimately cross under Highway 63. A significant
portion of the neighborhood is inside the FEMA Zone A(non-detailed) regulatory floodplain (see
image at the end of this document), meaning these properties are valued lower than nearby
properties outside the floodplain and home owners are required to purchase flood insurance.
Stormwater flooding in the area has been studied several times over the past 30 years. Most
recently JDE Engineering analyzed and developed preliminary designs for a detention pond and
channel improvements surrounding the Devonshire Park and school property. These designs were
not constructed and the firm is no longer in business.
PROJECT UNDERSTANDING
The overall objective for stormwater management in the area is to reduce flood risk and reduce or
eliminate the number of homes and properties within the regulatory floodplain. The most recent
project was focused on that objective through analysis and design of a detention pond and channel
improvements, but given the incomplete status of the projects, the City would like to determine:
• Is the underlying analysis (survey and any stormwater models) valid for use in further
project development?
• Are the proposed projects valid for the City's flood risk reduction objectives?
These questions are related. Answering the first question will verify what pieces of data and
analysis will be useful for further development of the project. Answering the second question will
review what additional planning, regulatory requirements, analysis, and data collection are needed
for further development of the project.
STATEMENT OF WORK
Stanley Consultants has developed a scope of work to assist the City in outlining what prior
information is valid and what additional information is required to further develop and complete
the Delane Avenue flood risk reduction project. This is an initial phase of work, intended to outline
next steps and assist in scoping the specific requirements and objectives for the detailed design
phase. It includes the following tasks:
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Exhibit 1
C
Stanley Consultants Nc Scope of Services
1. Kickoff Meeting: Hold Kickoff Meeting—including site visit with City engineer(s)to discuss
project history, objectives and available information.
2. Review Existing Information: Perform detailed review of prior studies and data with a focus
on use in next steps:
a. Collect available information from local/State GIS networks for relevant stormwater
drainage/regulatory information.
b. Review of prior 1977/1980 neighborhood studies to assess design flows and flood
profiles.
c. Review of proposed analysis and designs—need electronic models to review
analysis.
d. Review of survey data—need electronic data to review.
3. Review Regulatory Floodplain Requirements: Removing properties from the FEMA
regulatory floodplain will require an official revision of the floodplain map (LOMB—Letter of
Map Revision).The following will be completed:
a. Contact the Iowa DNR and Iowa Flood Center to determine available information on
floodplain delineation (floodplain models, observations, prior studies).
b. Outline additional studies and information required to revise the floodplain (survey
data, hydrologic models, hydraulic models).
4. Project Status Memo: Submit memo summarizing findings of this review phase (validity of
existing information relative to project objective) and outlining next steps required for the
City to complete design and construction of the flood risk reduction project.
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Exhibit 1
Stanley Consultants m. Scope of Services
F
x
k
5.
Area of Interest showing FEMA Flood Zone A for 1%chance flood.
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Exhibit 2
CCompensation
Stanley Consultants Nc
ENGINEERING SERVICES
DELANE DETENTION STUDY DOCUMENT REVIEW
WATERLOO, IOWA
BASIC SERVICES
CONSULTANT shall be compensated for BASIC SERVICES included in Exhibit 1—Scope of Services the
LUMP SUM amount of Seven Thousand Five Hundred Dollars ($7,500.00).
ADDITIONAL SERVICES
Compensation for ADDITIONAL SERVICES is NOT included in BASIC SERVICES. ADDITIONAL SERVICES
shall be compensated on an HOURLY basis for LABOR PLUS REIMBURSABLE EXPENSES, in accordance
with the prevailing "Hourly Fees and Charges Fiscal Year 2018-2019" (Form BC_C 18-19).
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Standard Terms and Conditions
Exhibit 3
1. CLIENT'S RESPONSIBILITIES are CLIENT's responsibility as provided in this
1.1 Name CLIENT's representative with authority to Agreement.
receive information and transmit instructions for 3.2 Cost Estimates. Since CONSULTANT has no
CLIENT. control over cost of labor, materials, equipment or
services furnished by others, over contractors'
1.2 Provide CLIENT's requirements for project, methods of determining prices, or over competitive
including objectives and constraints, design and bidding or market conditions, its estimates of project
construction standards, bonding and insurance construction cost will be made on the basis of its
requirements, and contract forms. employees' experience and qualifications and will
represent their best judgment as experienced and
1.3 Provide available information pertinent to project qualified professionals, familiar with the construction
upon which CONSULTANT may rely. industry. CONSULTANT does not guarantee that
proposals,bids,or actual construction cost will not vary
1.4 Arrange for access by CONSULTANT upon public from its estimates of project cost.
and private property, as required.
4. GENERAL
1.5 Examine documents presented by CONSULTANT,
obtain legal and other advice as CLIENT deems 4.1 Termination.
appropriate, and render written decisions within
reasonable time. 4.1.1 Either party may terminate their obligation to
provide further services upon twenty(20)days'written
1.6 Obtain consents, approvals, licenses, and permits notice, after substantial default by other party through
necessary for project. no fault of terminating party.
1.7 Advertise for and open bids when scheduled. 4.1.2 CLIENT may terminate CONSULTANT's
obligation to provide further services upon twenty(20)
1.8 Provide services necessary for project but not days' written notice if project is abandoned. In such
within scope of CONSULTANT's services. event, progress payments due to CONSULTANT for
services rendered plus unpaid reimbursable to
1.9 Indemnify CONSULTANT, its employees, agents, expenses, shall constitute total compensation due.
and consultants against claims arising out of
CONSULTANT's design, if there has been a deviation 4.2 Reuse of Documents.
from the design beyond the CONSULTANT's control or
failure to follow CONSULTANT's recommendation and 4.2.1 All tangible items prepared by CONSULTANT
such deviation or failure caused the claims. are instruments of service, and CONSULTANT retains
all copyrights. CLIENT may retain copies for
1.10 Promptly notify CONSULTANT when CLIENT reference, but reuse on another project without
learns of contractor error or any development that CONSULTANT's written consent is prohibited.CLIENT
affects scope or timing of CONSULTANT's services. will indemnify CONSULTANT, its employees, agents,
and consultants against claims resulting from such
1.11 Nothing in this agreement shall create a fiduciary prohibited reuse. Said items are not intended to be
duty between the parties. suitable for completion of this project by others.
2. PERIOD OF SERVICE 4.2.2 Submittal or distribution of items in connection
with project is not publication in derogation of
2.1 CONSULTANT is not responsible for delays due CONSULTANT's rights.
to factors beyond its control.
4.2.3 Confidentiality. Each party acknowledges that
2.2 If CLIENT requests changes in project, in connection with this Agreement it may receive
compensation for and time of performance of certain confidential or proprietary technical and
CONSULTANT's services shall be adjusted business information and materials of the other party
appropriately. ("Confidential Information"). Each party, its agents and
employees shall hold and maintain in strict confidence
3. CONSTRUCTION COST AND COST ESTIMATES all Confidential Information, shall not disclose
Confidential Information to anythird party,and shall not
3.1 Construction Cost. Construction cost means use any Confidential Information except as may be
total cost of entire project to CLIENT, except for necessary to perform its obligations under the
CONSULTANT's compensation and expenses, cost of agreement except as may be required by a court or
land, rights-of-way, legal and accounting services, governmental authority. CLIENT and CONSULTANT
insurance, financing charges, and other costs which shall keep all information and communications related
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Standard Terms and Conditions
Exhibit 3
to the project confidential in the same manner each 4.6 CONSULTANT's Accounting Records. Records
party protects its own confidential information, to the of CONSULTANT's personnel time, reimbursable
extent that it is marked"proprietary" or"confidential or expenses, and accounts between parties shall be kept
with a similar label or which by the nature of the on a generally-recognized accounting basis.
information generally would be regarded as proprietary
or confidential. This clause shall not apply to 4.7 Separate Provisions. If any provisions of this
information that is previously known by either party, Agreement shall be held to be invalid or unenforceable,
lawfully becomes public knowledge,or is required to be remaining provisions shall be valid and binding.
disclosed by law or a court order.
4.8 Waiver. No waiver shall constitute a waiver of any
4.3 Payment. subsequent breach.
4.3.1 CONSULTANT shall submit a monthly statement 4.9 Warranty.
for services rendered and reimbursable expenses
incurred. CLIENT shall make prompt monthly 4.9.1 CONSULTANT shall use reasonable care to
payments. reflect requirements of all applicable laws, rules, or
regulations of which CONSULTANT has knowledge or
4.3.2 If CLIENT fails to make payment within thirty(30) about which CLIENT specifically advises in writing,
days after receipt of statement, interest at maximum which are in effect on date of Agreement.
legal rate or at a rate of 18%, whichever is less, shall CONSULTANT INTENDS TO RENDER SERVICES IN
accrue; and, in addition, CONSULTANT may, after ACCORDANCE WITH GENERALLY ACCEPTED
giving seven (7)days'written notice,suspend services PROFESSIONAL STANDARDS, BUT NO OTHER
until it has been paid in full all amounts due it. WARRANTY IS EXTENDED, EITHER EXPRESS OR
IMPLIED, IN CONNECTION WITH SUCH SERVICES.
4.3.3 CLIENT has provided or shall provide for CLIENT's rights and remedies in this Agreement are
payment from one or more lawful sources of all sums exclusive.
to be paid to CONSULTANT.
4.9.2 CONSULTANT shall not be responsible for
4.3.4 CONSULTANT's compensation shall not be contractors'construction means,methods,techniques,
reduced on account of any amounts withheld from sequences, or procedures, or for contractors' safety
payments to contractors. precautions and programs, or for contractors'failure to
perform according to contract documents.
4.3.5 If services performed by CONSULTANT are
subject to state or local sales taxes, said taxes will be 4.9.3 The CONSULTANT believes that any computer
reflected in the invoices and remitted according to state software provided under this Agreement is suitable for
law. If CLIENT claims a status that would make the the intended purpose,however,it does not warrant the
transaction exempt, then CLIENT shall provide suitability, merchantability, or fitness for a particular
appropriate proof of exempt status to CONSULTANT. purpose of this software.
4.4 Controlling Law. Agreement shall be governed 4.9.4 Subject to the standard of care set forth in
by Iowa law, excluding its choice of law rules. Paragraph 4.9.1, CONSULTANT and its
Subconsultants may use or rely upon design elements,
4.5 Successors and Assigns. work, and information ordinarily or customarily
furnished by others, including, but not limited to,
4.5.1 The parties bind themselves, their successors, CLIENT or his authorized representatives, public
and legal representatives to the other party and to record, specialty contractors, manufacturers,
successors and legal representatives of such other suppliers,and publishers of technical standards.
party, in respect to all covenants and obligations of this
Agreement. 4.9.5 If the Scope of Services include the review or
recommendation of available technologies or
4.5.2 Neither party shall assign,sublet,or transfer any recommendations of specific technologies or vendors
interest in this Agreement without written consent of or systems, the CONSULTANT will conduct an
the other, provided CONSULTANT may employ such impartial review of such technologies, systems or
independent consultants, associates, and vendors. The CONSULTNT is not responsible for the
subcontractors as it may deem appropriate. selection of same by the Client or for the usability, or
results of such technology,vendor or system.
4.5.3 Nothing in this Agreement shall be construed to
give any rights or benefits to anyone other than the 4.10 Period of Repose. Any applicable statute of
parties. limitations or repose shall commence to run and any
alleged cause of action shall be deemed to have
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Standard Terms and Conditions
Exhibit 3
accrued not later than completion of services to be OR THE TOTAL COMPENSATION RECEIVED BY
performed by CONSULTANT. CONSULTANT, WHICHEVER IS GREATER. THIS
LIMITATION INCLUDES LIABILITY UNDER
4.11 Indemnification. To the fullest extent permitted SECTION 4.11. IN NO EVENT SHALL CONSULTANT
by law, CONSULTANT shall indemnify and hold BE LIABLE TO CLIENT FOR ANY INDIRECT,
harmless CLIENT, CLIENT's officers, directors, SPECIAL, INCIDENTAL, PUNITIVE, OR
partners,employees, and agents from and against CONSEQUENTIAL DAMAGES OF ANY KIND
any and all third party claims for bodily injury and for ARISING OUT OF OR RELATED TO THIS
damage to tangible property to the extent caused by AGREEMENT. CONSULTANT SHALL NOT BE
the negligent acts or omissions of CONSULTANT or LIABLE FOR ANY CONSENQUENTIAL OR
CONSULTANT's officers, directors, partners, INDIRECT DAMAGES THAT ARISE OUT OF ITS
employees, agents, and CONSULTANT's consultants PERFORMANCE ON THIS PROJECT.
in the performance and furnishing of CONSULTANT's
services under this Agreement. Any indemnification 4.13 Extent of Agreement. This Agreement
shall be limited to the terms and amounts of coverage represents the entire agreement between the parties
of the CONSULTANT's insurance policies and Section and may be amended only by written instrument signed
4.12, Limitation of Liability. by both parties.
To the fullest extent permitted by law, CLIENT shall 4.14 INSURANCE. CONSULTANT shall purchase
indemnify and hold harmless CONSULTANT, and maintain insurance for the coverages and for not
CONSULTANT's officers, directors, partners, less than the limits of liability set forth below:
employees, and agents and CONSULTANT's (a) Workers' Compensation: workers' compensation
consultants from and against any and all third party insurance as required by the laws of the states or
claims for bodily injury and for damage to tangible countries with jurisdiction of the services to be
property to the extent caused by the negligent acts or performed, including employer's liability insurance,
omissions of CLIENT or CLIENT's officers, directors, with a limit of$1,000,000 per accident.
partners, employees, agents, and CLIENT's (b) Commercial General Liability: commercial general
consultants with respect to this Agreement on the liability, including coverage for all premises,
Project. In addition to the indemnity provided under operations, operations of independent contractors,
this section, and to the fullest extent permitted by law, products and completed operations, and contractual
CLIENT shall indemnify and hold harmless liability. Coverage shall have limits of not less than
CONSULTANT and its officers, directors, partners, $1,000,000 for each occurrence and aggregate.
employees, and agents and CONSULTANT's (c) Commercial Automobile Liability: commercial
consultants from and against all claims, costs, losses, automobile liability covering the use of all owned, non-
and damages (including but not limited to all fees and owned,and hired automobiles with minimum combined
charges of engineers, architects, attorneys, and other single limits of$1,000,000.
professionals and all court or arbitration or other (d) Professional Liability: professional liability
dispute resolution costs) caused by, arising out of, or insurance for claims arising out of performance of
relating to the presence,discharge, release, or escape professional services caused by any negligent error,
of asbestos, PCBs, petroleum, hazardous waste, or omission, or act for which the insured is legally liable,
radioactive material at, on, under, or from the Project with a minimum limit of$1,000,000,to be kept in force
site. for two(2)years after completion of project.
CONSULTANT shall provide certificates or other
4.12 Limitation of Liability. TO THE FULLEST evidence from insurance carriers of the required
EXTENT PERMITTED BY LAW, AND insurance coverages,if requested by CLIENT in writing
NOTWITHSTANDING ANY OTHER PROVISION OF within 30 days of start of performance. All insurance
THIS AGREEMENT, THE TOTAL LIABILITY, IN THE except workers'compensation and professional liability
AGGREGATE, OF THE CONSULTANT(INCLUDING shall designate CLIENT as additional insured.
ITS OFFICERS, DIRECTORS, EMPLOYEES, (e) Cyber Liability: Data Breach and Privacy/Cyber
AGENTS AND SUBCONSULTANTS), TO CLIENT Liability Insurance in a limit of not less than$1,000,000
AND ANYONE CLAIMING BY, THROUGH OR per occurrence.
UNDER CLIENT, FOR ANY AND ALL CLAIMS,
LOSSES, COSTS, OR DAMAGES WHATSOEVER 4.15 Subrogation Waiver. The parties waive all rights
ARISING OUT OF, RESULTING FROM, OR IN ANY against each other, and against contractors,
WAY RELATED TO THE PERFORMANCE OF consultants, agents, and employees of the other for
SERVICES UNDER THIS AGREEMENT FROM ANY damages covered by any property insurance during
CAUSES, INCLUDING BUT NOT LIMITED TO construction, and each shall require similar waivers
NEGLIGENCE, PROFESSIONAL ERRORS OR from their contractors, consultants, and agents.
OMISSIONS, OR WARRANTEES EXPRESSED OR
IMPLIED, OF CONSULTANT OR CONSULTANT'S 4.16 Force Majeure. Parties will not be liable for
CONSULTANTS, SHALL NOT EXCEED $300,000.00 delays in delivery or for failure to perform obligations,
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Standard Terms and Conditions
Exhibit 3
other than payment, due to causes beyond their
reasonable control, including, but not limited to,
product allocations,material shortages, labor disputes,
transportation delays, unforeseen circumstances, acts
of God, acts or omissions of other parties, acts or
omissions of civil or military authorities, government
priorities, fire, strikes, floods, epidemics, quarantine
restrictions, riots, terrorists acts, or war.
CONSULTANT's time for delivery or performance will
be automatically extended by the period of such delay
or CONSULTANT may, at its option, cancel any
services, in whole or in part, without liability by giving
notice to CLIENT.
4.17 EQUAL EMPLOYMENT OPPORTUNITY
CLAUSE.When applicable,the CONSULTANT and
SUBCONSULTANT shall abide by the requirements
of 41 CFR 60-1.4(a), 60-300.5(a), 60-741.5(a) and
Appendix A of Subpart A of 29 CFR 471. These
regulations prohibit discrimination against
qualified individuals based on their status as
protected veterans or individuals with disabilities,
and prohibit discrimination against all individuals
based on their race,color,religion,sex,or national
origin. Moreover, these regulations require that
covered prime CONSULTANTS and
SUBCONSULTANTS take affirmative action to
employ and advance in employment individuals
without regard to race,color,religion,sex,national
origin,protected veteran status or disability.
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