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HomeMy WebLinkAboutWayne Claassen Eng - Supp Amnt No. 2 - FY17 Hammond Ave Bridge, Cont. No. 922 - 5/6/19Supplemental Agreement No. 2 to the Hammond Ave. Bridge Replacement Project Professional Service Agreement between the City of Waterloo, Iowa and Wayne Claassen Engineering and Surveying, Inc. PROJECT: Hammond Avenue Bridge Replacement Project TO: Wayne Claassen Engineering and Surveying, Inc. FROM: City of Waterloo, Iowa You are hereby ordered to make the following changes to the existing Agreement for Professional Services for the Hammond Avenue Bridge Replacement project, dated 10/02/2017 1. Add the following to said existing Agreement: Part III. TERMS AND CONDITIONS Article 1. ENGINEERING SERVICES 1.1 Basic Services - The Engineer agrees to perform professional services in connection with the Project, as set forth below and contained within this Agreement: A. Preliminary Engineering Phase Task 8. Additional stream surveying for hydraulic modelling. Complete additional stream cross-sectional surveying at 8 locations from 1,000'+/- downstream of E. Orange Road to 500'+/- upstream of Hess Road for the development of a HEC -RAS model of Sink Creek at Hess Road. Task 9. HEC -RAS modeling and Report. Complete a HEC -RAS model of Sink Creek from approximately 1,000' downstream of E. Orange Road to approximately 500' upstream of Hess Road to determine the existing hydraulic characteristics of Sink Creek in this area, including the existing Hess Road and E. Orange Road structures. This work will be based upon existing Flood Insurance Hydrologic data and the surveying to be completed in Task 8 and the City of Waterloo's lidar digital terrain model data. This task also includes determining the standard bridge or culvert necessary to convey a 100 -year peak hydraulic flow event at Hess Road with no rise in the computed upstream water surface profile. This task will be subcontracted to HR Green. A copy of the proposed Agreement between HR Green and the Engineer is attached herewith. Page 1. of 2 2. Settlement for cost of work to be made as follows: Increase of $18,000.00 to the Basic Preliminary Engineering Phase of the Agreement. The Basic Preliminary Engineering Phase of the Agreement will be $84,000.00 with this Supplemental Agreement No. 2. 3. All other sections of said existing Agreement remain unchanged. CITY OF WATERLOO APPROVED: WAYNE CLAASSEN ENGINEERING AND SURVEYING, INC. BY: Lbff BY: Quentin Hart, Mayor Of Waterloo ATTEST BY: // Li Kelley Fele, City Clerk ate William J. Cla sen, President AT EST BY: Denise DeLeon, Secretary Page 2 of 2 Date HRGreen PROFESSIONAL SERVICES AGREEMENT For Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis Waterloo, Iowa William Claassen, P.E., President Wayne Claassen Engineering & Surveying, Inc. 2705 University Avenue Waterloo, IA 50704 319-235-6294 Chad S. Mason, P.E., Project Manager HR Green, Inc. 16020 Swingley Ridge Rd., Suite 205 Chesterfield, MO 50704 HR Green Project Number 181817 April 18, 2019 Versionl.0 07012017 TABLE OF CONTENTS 1.0 PROJECT UNDERSTANDING 2.0 SCOPE OF SERVICES 3.0 DELIVERABLES AND SCHEDULES INCLUDED IN THIS AGREEMENT 4.0 ITEMS NOT INCLUDED IN AGREEMENT/SUPPLEMENTAL SERVICES 5.0 SERVICES BY OTHERS 6.0 CLIENT RESPONSIBILITIES 7.0 PROFESSIONAL SERVICES FEE 8.0 TERMS AND CONDITIONS Versionl.0 07012017 I. Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis April 18, 2019 Page 1 of 9 THIS AGREEMENT is between Wayne Claassen Engineering CLIENT") and HR GREEN, INC. (hereafter "COMPANY"). 1.0 Project Understanding 1.1 General Understanding & Surveying, Inc. (hereafter CLIENT has been retained by the City of Waterloo, Iowa (OWNER) as the lead consultan for the replacement of a bridge on Hammond Avenue located approximately 830 feet south of the intersection of Hammond Avenue and East Orange Road in Waterloo. The existing bridge is a small timber structure that carries Hammond Avenue over Sink Creek CLIENT has requested assistance from COMPANY as a subconsultant for hydraulic analysis of the new structure. 1.2 Design Criteria/Assumptions The tributary area to the bridge is approximately 1.8 square miles, and the existing bridge is located within a FEMA Zone AE Floodway. According to the effective FEMA FIS dated July 2011, the 1% annual chance (100 -year) flood event overtops Hammond Avenue and inundates the roadway for approximately 450 feet on either side of the existing bridge. OWNER desires to elevate Hammond Avenue above the 100 -year flood event if feasible, in order to provide safe vehicular passage along Hammond Avenue during the 100 -year flood event. 2.0 Scope of Services The CLIENT agrees to employ COMPANY to perform the following services: 2.1 Hydraulic Analysis & Report COMPANY will utilize readily available Black Hawk County LiDAR contours, supplemented by channel and structure survey data provided by CLIENT to create a 1-D HEC -RAS model of existing conditions. COMPANY will also create a 1-D HEC -RAS model of the proposed structure to compare with existing conditions. Geographic extents of the modeling will be limited to the immediate vicinity of the bridge as needed to assess hydraulic capacity of the structure. These limits are estimated from 500 feet upstream to 1,000 feet downstream of the bridge, for a total length of 1,500 feet along Sink Creek. Downstream terminus of modeling will include the existing culvert at East Orange Road. The effective FEMA FIS discharges for Sink Creek will be used in the modeling; no hydrologic calculations will be completed. COMPANY will utilize the HEC -RAS model to determine the hydraulic opening needed to convey the 100 -year peak flow rate of Sink Creek with no rise in the upstream water surface profile, if possible. COMPANY will prepare a brief Hydraulic Technical Memorandum (approximately 2 to 4 pages) summarizing the computational methodology and results of the hydraulic analysis. The Technical Memo will identify standard culvert sections or bridge openings that will achieve the no -rise results of the model, if possible. If the hydraulic analysis demonstrates that it is feasible to construct a new structure without causing a rise in the upstream 100 -year water surface profile, COMPANY will Versionl.0 07012017 t Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis April 18, 2019 Page 2 of 9 provide a Certification of No Rise letter to support CLIENT's work in obtaining permits for the project. 3.0 Deliverables and Schedules Included in this Agreement COMPANY shall provide to CLIENT the following deliverables for the project: • Hydraulic Technical Memorandum (electronic PDF) • Certification of No Rise letter, if applicable (electronic PDF) Schedule for the project shall be as follows: • Notice to Proceed granted to COMPANY: May 1, 2019 • Topographic Surveying (by CLIENT): May 31, 2019 • Hydraulic Technical Memorandum: July 1, 2019 This schedule was prepared to include reasonable allowances for review and approval times required by the CLIENT and public authorities having jurisdiction over the project. This schedule shall be equitably adjusted as the project progresses, allowing for changes in the scope of the project requested by the CLIENT or for delays or other causes beyond the control of COMPANY. 4.0 Items not included in Agreement/Supplemental Services The following items are not included as part of this agreement: • Topographic Surveying or other field investigations • Permit Applications • Hydrologic Modeling / Calculations for Sink Creek peak flows • Wetland and/or stream delineations • Mitigation plans • Archaeological / cultural resources assessments • Threatened & Endangered Species habitat assessments • Engineering analyses beyond what is described in this scope • Type, Size & Location (TS&L) drawings • Geotechnical engineering Supplemental services not included in the agreement can be provided by COMPANY under separate agreement, if desired. 5.0 Services by Others Not Applicable 6.0 Client Responsibilities CLIENT will provide, in a timely manner, the following items necessary to the completion of COMPANY's work: Versionl.0 07012017 Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis April 18, 2019 Page 3 of 9 Topographic survey, to consist of the following: • Up to ten (10) stream channel and floodplain cross-sections in the vicinity of the proposed structure at locations identified by COMPANY, generally coinciding with the cross-sections of the existing FEMA model; • Structure survey including upstream and downstream face photographs, all dimensions, upstream and downstream flow lines, and headwalls/wingwalls for the two existing bridges/culverts at Hammond Avenue and at Orange Road. • Elevations every 25 feet along centerline of Hammond Avenue throughout the analysis area (approximately 1,500 linear feet). • Survey shall be delivered as ASCII point file with PNEZD Proposed typical section and elevations along the centerline of Hammond Avenue 7.0 Professional Services Fee 7.1 Fees The fee for services will be based on COMPANY standard hourly rates current at the time the Agreement is signed. These standard hourly rates are subject to change upon 30 days' written notice. Non -salary expenses directly attributable to the project such as: (i) living and traveling expenses of employees when away from the home office on business connected with the project; (ii) identifiable communication expenses; (iii) identifiable reproduction costs applicable to the work; and (iv) outside services will be charged in accordance with the rates current at the time the service is done. 7.2 Invoices Invoices for COMPANY's services shall be submitted, on a monthly basis. Invoices shall be due and payable upon receipt. If any invoice is not paid within 15 days, COMPANY may, without waiving any claim or right against the CLIENT, and without liability whatsoever to the CLIENT, suspend or terminate the performance of services. The retainer shall be credited on the final invoice. Accounts unpaid 30 days after the invoice date may be subject to a monthly service charge of 1.5% (or the maximum legal rate) on the unpaid balance. In the event that any portion of an account remains unpaid 60 days after the billing, COMPANY may institute collection action and the CLIENT shall pay all costs of collection, including reasonable attorney's fees. 7.3 Extra Services Any service required but not included as part of this Agreement shall be considered extra services. Extra services will be billed on a Time and Material basis with prior approval of the CLIENT. 7.4 Payment The CLIENT AGREES to pay COMPANY on the following basis: Lump sum in the amount of $12,000.00 Versionl.0 07012017 Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis April 18, 2019 Page 4 of 9 8.0 Terms and Conditions The following Terms and Conditions are incorporated into this Agreement and made a part of it. 8.1 Standard of Care Services provided by COMPANY under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality. 8.2 Entire Agreement This Agreement and its attachments constitute the entire understanding between CLIENT and COMPANY relating to COMPANY's services. Any prior or contemporaneous agreements, promises, negotiations, or representations not expressly set forth herein are of no effect. Subsequent modifications or amendments to this Agreement shall be in writing and signed by the parties to this Agreement. If the CLIENT, its officers, agents, or employees request COMPANY to perform extra services pursuant to this Agreement, CLIENT will pay for the additional services even though an additional written agreement is not issued or signed. 8.3 Time Limit and Commencement of Services This Agreement must be executed within ninety (90) days to be accepted under the terms set forth herein. The services will be commenced immediately upon receipt of this signed Agreement. 8.4 Suspension of Services If the Project or the COMPANY'S services are suspended by the CLIENT for more than thirty (30) calendar days, consecutive or in the aggregate, over the term of this Agreement, the COMPANY shall be compensated for all services performed and reimbursable expenses incurred prior to the receipt of notice of suspension. In addition, upon resumption of services, the CLIENT shall compensate the COMPANY for expenses incurred as a result of the suspension and resumption of its services, and the COMPANY'S schedule and fees for the remainder of the Project shall be equitably adjusted. If the COMPANY'S services are suspended for more than ninety (90) days, consecutive or in the aggregate, the COMPANY may terminate this Agreement upon giving not less than five (5) calendar days' written notice to the CLIENT. If the CLIENT is in breach of this Agreement, the COMPANY may suspend performance of services upon five (5) calendar days' notice to the CLIENT. The COMPANY shall have no liability to the CLIENT and the CLIENT agrees to make no claim for any delay or damage as a result of such suspension caused by any breach of this Agreement by the CLIENT. Upon receipt of payment in full of all outstanding sums due from the CLIENT, or curing of such other breach which caused the COMPANY to suspend services, the COMPANY shall resume services and there shall be an equitable adjustment to the remaining project schedule and fees as a result of the suspension. 8.5 Books and Accounts COMPANY will maintain books and accounts of payroll costs, travel, subsistence, field, and incidental expenses for a period of five (5) years. Said books and accounts will be available at all reasonable times for examination by CLIENT at the corporate office of COMPANY during that time. 8.6 Insurance COMPANY will maintain insurance for claims under the Worker's Compensation Laws, and from General Liability and Automobile claims for bodily injury, death, or property damage, and Professional Liability insurance caused by the negligent performance by COMPANY's employees of the functions and services required under this Agreement. 8.7 Termination or Abandonment Either party has the option to terminate this Agreement. In the event of failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, then the obligation to provide further services under this Agreement may be terminated upon seven (7) days' written notice. If any portion of the services is terminated or abandoned by CLIENT, the provisions of this Schedule of Fees and Conditions in regard to compensation and payment shall apply insofar as possible to that portion of the services not terminated Versionl.0 07012017 Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis April 18, 2019 Page 5 of 9 or abandoned. If said termination occurs prior to completion of any phase of the project, the fee for services performed during such phase shall be based on COMPANY's reasonable estimate of the portion of such phase completed prior to said termination, plus a reasonable amount to reimburse COMPANY for termination costs. 8.8 Waiver COMPANY's waiver of any term, condition, or covenant or breach of any term, condition, or covenant, shall not constitute a waiver of any other term, condition, or covenant, or the breach thereof. 8.9 Severability If any provision of this Agreement is declared invalid, illegal, or incapable of being enforced by any Court of competent jurisdiction, all of the remaining provisions of this Agreement shall nevertheless continue in full force and effect, and no provision shall be deemed dependent upon any other provision unless so expressed herein. 8.10 Successors and Assigns All of the terms, conditions, and provisions hereof shall inure to the benefit of and are binding upon the parties hereto, and their respective successors and assigns, provided, however, that no assignment of this Agreement shall be made without written consent of the parties to this Agreement. 8.11 Third -Party Beneficiaries Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the CLIENT or the COMPANY. The COMPANY's services under this Agreement are being performed solely for the CLIENT's benefit, and no other party or entity shall have any claim against the COMPANY because of this Agreement or the performance or nonperformance of services hereunder. The CLIENT and COMPANY agree to require a similar provision in all contracts with contractors, subcontractors, sub -consultants, vendors and other entities involved in this project to carry out the intent of this provision. 8.12 Governing Law and Jurisdiction The CLIENT and the COMPANY agree that this Agreement and any legal actions concerning its validity, interpretation and performance shall be governed by the laws of the State of Iowa without regard to any conflict of law provisions, which may apply the laws of other jurisdictions. It is further agreed that any legal action between the CLIENT and the COMPANY arising out of this Agreement or the performance of the services shall be brought in a court of competent jurisdiction in the State of Iowa. 8.13 Dispute Resolution Mediation. In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the CLIENT and COMPANY agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. The CLIENT and COMPANY further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with subcontractors, sub -consultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. 8.14 Attorney's Fees If litigation arises for purposes of collecting fees or expenses due under this Agreement, the Court in such litigation shall award reasonable costs and expenses, including attorney fees, to the party justly entitled thereto. In awarding attorney fees, the Court shall not be bound by any Court fee schedule, but shall, in the interest of justice, award the full amount of costs, expenses, and attorney fees paid or incurred in good faith. 8.15 Ownership of Instruments of Service All reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates and other documents including all documents on electronic media prepared by COMPANY as instruments of service shall remain the property of COMPANY. COMPANY shall retain these records for a period of five (5) years following completion/submission of the records, during which period they will be made available to the CLIENT at all reasonable times. 8.16 Reuse of Documents All project documents including, but not limited to, plans and specifications furnished by COMPANY under this project are intended for use on this project only. Any reuse, without specific written verification or adoption by Versionl .0 07012017 Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis April 18, 2019 Page 6 of 9 COMPANY, shall be at the CLIENT's sole risk, and CLIENT shall defend, indemnify and hold harmless COMPANY from all claims, damages and expenses including attorney's fees arising out of or resulting therefrom. Under no circumstances shall delivery of electronic files for use by the CLIENT be deemed a sale by the COMPANY, and the COMPANY makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall the COMPANY be liable for indirect or consequential damages as a result of the CLIENT's use or reuse of the electronic files. 8.17 Failure to Abide by Design Documents or To Obtain Guidance The CLIENT agrees that it would be unfair to hold COMPANY liable for problems that might occur should COMPANY'S plans, specifications or design intents not be followed, or for problems resulting from others' failure to obtain and/or follow COMPANY'S guidance with respect to any errors, omissions, inconsistencies, ambiguities or conflicts which are detected or alleged to exist in or as a consequence of implementing COMPANY'S plans, specifications or other Instruments of Service. Accordingly, the CLIENT waives any claim against COMPANY, and agrees to defend, indemnify and hold COMPANY harmless from any claim for injury or losses that results from failure to follow COMPANY'S plans, specifications or design intent, or for failure to obtain and/or follow COMPANY'S guidance with respect to any alleged errors, omissions, inconsistencies, ambiguities or conflicts contained within or arising as a result of implementing COMPANY'S plans, specifications or other Instruments of Service. The CLIENT also agrees to compensate COMPANY for any time spent and expenses incurred remedying CLIENT's failures according to COMPANY'S prevailing fee schedule and expense reimbursement policy. 8.18 Opinion of Probable Construction Cost As part of the Deliverables, COMPANY may submit to the CLIENT an opinion of probable cost required to construct work recommended, designed, or specified by COMPANY, if required by CLIENT. COMPANY is not a construction cost estimator or construction contractor, nor should COMPANY'S rendering an opinion of probable construction costs be considered equivalent to the nature and extent of service a construction cost estimator or construction contractor would provide. This requires COMPANY to make a number of assumptions as to actual conditions that will be encountered on site; the specific decisions of other design professionals engaged; the means and methods of construction the contractor will employ; the cost and extent of labor, equipment and materials the contractor will employ; contractor's techniques in determining prices and market conditions at the time, and other factors over which COMPANY has no control. Given the assumptions which must be made, COMPANY cannot guarantee the accuracy of its opinions of cost, and in recognition of that fact, the CLIENT waives any claim against COMPANY relative to the accuracy of COMPANY'S opinion of probable construction cost. 8.19 Design Information in Electronic Form Because electronic file information can be easily altered, corrupted, or modified by other parties, either intentionally or inadvertently, without notice or indication, COMPANY reserves the right to remove itself from its ownership and/or involvement in the material from each electronic medium not held in its possession. CLIENT shall retain copies of the work performed by COMPANY in electronic form only for information and use by CLIENT for the specific purpose for which COMPANY was engaged. Said material shall not be used by CLIENT or transferred to any other party, for use in other projects, additions to this project, or any other purpose for which the material was not strictly intended by COMPANY without COMPANY's express written permission. Any unauthorized use or reuse or modifications of this material shall be at CLIENT'S sole risk. Furthermore, the CLIENT agrees to defend, indemnify, and hold COMPANY harmless from all claims, injuries, damages, losses, expenses, and attorney's fees arising out of the modification or reuse of these materials. The CLIENT recognizes that designs, plans, and data stored on electronic media including, but not limited to computer disk, magnetic tape, or files transferred via email, may be subject to undetectable alteration and/or uncontrollable deterioration. The CLIENT, therefore, agrees that COMPANY shall not be liable for the completeness or accuracy of any materials provided on electronic media after a 30 day inspection period, during which time COMPANY shall correct any errors detected by the CLIENT to complete the design in accordance with the intent of the contract and specifications. After 40 days, at the request of the CLIENT, COMPANY shall submit a final set of sealed drawings, and any additional services to be performed by COMPANY relative to the submitted electronic materials shall be subject to separate Agreement. The CLIENT is aware that differences may exist between the electronic files delivered and the printed hard -copy construction documents. In the event of a conflict between the signed construction documents prepared by the COMPANY and electronic files, the signed or sealed hard -copy construction documents shall govern. Versionl.0 07012017 Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis April 18, 2019 Page 7 of 9 8.20 Information Provided by Others The CLIENT shall furnish, at the CLIENT's expense, all information, requirements, reports, data, surveys and instructions required by this Agreement. The COMPANY may use such information, requirements, reports, data, surveys and instructions in performing its services and is entitled to rely upon the accuracy and completeness thereof. The COMPANY shall not be held responsible for any errors or omissions that may arise as a result of erroneous or incomplete information provided by the CLIENT and/or the CLIENT's consultants and contractors. COMPANY is not responsible for accuracy of any plans, surveys or information of any type including electronic media prepared by any other consultants, etc. provided to COMPANY for use in preparation of plans. The CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the COMPANY from any damages, liabilities, or costs, including reasonable attorneys' fees and defense costs, arising out of or connected in any way with the services performed by other consultants engaged by the CLIENT. COMPANY is not responsible for accuracy of topographic surveys provided by others. A field check of a topographic survey provided by others will not be done under this Agreement unless indicated in the Scope of Services. 8.21 Force Majeure The CLIENT agrees that the COMPANY is not responsible for damages arising directly or indirectly from any delays for causes beyond the COMPANY's control. CLIENT agrees to defend, indemnify, and hold COMPANY, its consultants, agents, and employees harmless from any and all liability, other than that caused by the negligent acts, errors, or omissions of COMPANY, arising out of or resulting from the same. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural disasters or acts of God; fires, riots, war or other emergencies; failure of any government agency to act in timely manner; failure of performance by the CLIENT or the CLIENT'S contractors or consultants; or discovery of any hazardous substances or differing site conditions. Severe weather disruptions include but are not limited to extensive rain, high winds, snow greater than two (2) inches and ice. In addition, if the delays resulting from any such causes increase the cost or time required by the COMPANY to perform its services in an orderly and efficient manner, the COMPANY shall be entitled to a reasonable adjustment in schedule and compensation. 8.22 Job Site Visits and Safety Neither the professional activities of COMPANY, nor the presence of COMPANY'S employees and sub - consultants at a construction site, shall relieve the General Contractor and any other entity of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the work of construction in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. COMPANY and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. The CLIENT agrees that the General Contractor is solely responsible for job site safety, and warrants that this intent shall be made evident in the CLIENT's AGREEMENT with the General Contractor. The CLIENT also agrees that the CLIENT, COMPANY and COMPANY'S consultants shall be indemnified and shall be made additional insureds on the General Contractor's and all subcontractor's general liability policies on a primary and non-contributory basis. 8.23 Hazardous Materials CLIENT hereby understands and agrees that COMPANY has not created nor contributed to the creation or existence of any or all types of hazardous or toxic wastes, materials, chemical compounds, or substances, or any other type of environmental hazard or pollution, whether latent or patent, at CLIENT's premises, or in connection with or related to this project with respect to which COMPANY has been retained to provide professional engineering services. The compensation to be paid COMPANY for said professional engineering services is in no way commensurate with, and has not been calculated with reference to, the potential risk of injury or loss which may be caused by the exposure of persons or property to such substances or conditions. Therefore, to the fullest extent permitted by law, CLIENT agrees to defend, indemnify, and hold COMPANY, its officers, directors, employees, and consultants, harmless from and against any and all claims, damages, and expenses, whether direct, indirect, or consequential, including, but not limited to, attorney fees and Court costs, arising out of, or resulting from the discharge, escape, release, or saturation of smoke, vapors, soot, fumes, acid, alkalis, toxic chemicals, liquids gases, or any other materials, irritants, contaminants, or pollutants in or Versionl.0 07012017 Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis April 18, 2019 Page 8 of 9 into the atmosphere, or on, onto, upon, in, or into the surface or subsurface of soil, water, or watercourses, objects, or any tangible or intangible matter, whether sudden or not. It is acknowledged by both parties that COMPANY'S scope of services does not include any services related to asbestos or hazardous or toxic materials. In the event COMPANY or any other party encounters asbestos or hazardous or toxic materials at the job site, or should it become known in any way that such materials may be present at the job site or any adjacent areas that may affect the performance of COMPANY'S services, COMPANY may, at its option and without liability for consequential or any other damages, suspend performance of services on the project until the CLIENT retains appropriate specialist consultant(s) or contractor(s) to identify, abate and/or remove the asbestos or hazardous or toxic materials, and warrants that the job site is in full compliance with applicable Taws and regulations. Nothing contained within this Agreement shall be construed or interpreted as requiring COMPANY to assume the status of a generator, storer, transporter, treater, or disposal facility as those terms appear within the Resource Conservation and Recovery Act, 42 U.S.C.A., §6901 et seq., as amended, or within any State statute governing the generation, treatment, storage, and disposal of waste. 8.24 Certificate of Merit The CLIENT shall make no claim for professional negligence, either directly or in a third party claim, against COMPANY unless the CLIENT has first provided COMPANY with a written certification executed by an independent design professional currently practicing in the same discipline as COMPANY and licensed in the State in which the claim arises. This certification shall: a) contain the name and license number of the certifier; b) specify each and every act or omission that the certifier contends is a violation of the standard of care expected of a design professional performing professional services under similar circumstances; and c) state in complete detail the basis for the certifier's opinion that each such act or omission constitutes such a violation. This certificate shall be provided to COMPANY not less than thirty (30) calendar days prior to the presentation of any claim or the institution of any judicial proceeding. 8.25 Limitation of Liability In recognition of the relative risks and benefits of the Project to both the CLIENT and the COMPANY, the risks have been allocated such that the CLIENT agrees, to the fullest extent permitted by law, to limit the liability of the COMPANY and COMPANY'S officers, directors, partners, employees, shareholders, owners and sub - consultants for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorney's fees and costs and expert -witness fees and costs, so that the total aggregate liability of the COMPANY and COMPANY'S officers, directors, partners, employees, shareholders, owners and sub -consultants shall not exceed $50,000.00, or the COMPANY'S total fee for services rendered on this Project, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. 8.31 Soliciting Employment Neither party to this AGREEMENT will solicit an employee of the other nor hire or make an offer of employment to an employee of the other that is working on this PROJECT, without prior written consent of the other party, during the time this AGREEMENT is in effect. 8.26 Intellectual Property Ownership of Tendered Materials COMPANY retains title and full intellectual property ownership of all tendered documents and materials, including without limitation, analysis methods and equations, calculations, print layouts, layer operational definitions, drawings, models, plans, set of tools, etc. All such documents and materials are considered confidential and CLIENT shall not copy such documentation or materials or disclose them to third parties without COMPANY'S prior written consent. CLIENT shall sign COMPANY'S GEOSPATIAL NONDISCLOSURE AGREEMENT and take reasonable precautions to prevent unauthorized access and use of the software and documentation by third parties. To the extent permitted by the COMPANY Geospatial Nondisclosure Agreement and relevant law, CLIENT shall not, nor allow any third party to copy, decompile, disassemble or otherwise reverse engineer the COMPANY'S analysis, reports, maps, or other products, or attempt to do so. Versionl.0 07012017 Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis April 18, 2019 Page 9 of 9 This Agreement is approved and accepted by the CLIENT and COMPANY upon both parties signing and dating the Agreement. Services will not begin until COMPANY receives a signed agreement. COMPANY's services shall be limited to those expressly set forth in this Agreement and COMPANY shall have no other obligations or responsibilities for the Project except as agreed to in writing. The effective date of the Agreement shall be the last date entered below. Sincerely, HR GREEN, INC. Chad Mason, P.E., Project Manager Author Name Approved by: Printed/Typed Name: Title: WAYNE CLAAASSEN ENGINEERING & SURVEYING, INC. Date: Accepted by: Printed/Typed Name: Title: Date: Versionl.0 07012017 Item Coversheet CITY OF WATERLOO Council Communication Page 1 of 1 Resolution approving Supplemental Agreement No. 2 with Wayne Claassen Engineering and Surveying, Inc. of Waterloo, Iowa, in an amount not to exceed $18,000.00 for additional Engineering Services for the FY 2017 Hammond Avenue Bridge Replacement over Sink Creek, Contract No. 922, and authorize Mayor and City Clerk to execute said documents. City Council Meeting: 5/6/2019 Prepared: 4/30/2019 REVIEWERS: Department Reviewer Action Date Ergineeriru Knutson, Jamie RejectedUI J /2 c 5.1 8.5I AM ATTACHMENTS: Description Type Cont 922 Supplmental Agreement No. 2 Corr Memo SUBJECT: Resolution approving Supplemental Agreement No. 2 with Wayne Claassen Engineering and Surveying, Inc. of Waterloo, Iowa, in an amount not to exceed $18,000.00 for additional Engineering Services for the FY 2017 Hammond Avenue Bridge Replacement over Sink Creek, Contract No. 922, and authorize Mayor and City Clerk to execute said documents. Submitted by: Submitted By: Jamie Knutson, PE, Associate Engineer Expenditure Required: $18,000.00 Source of Funds: Storm Water Fees Background Information: additional stream surveying for hydraulic modeling and HEC -RAS modeling and Report. https://waterloo.novusagenda.com/AgendaWeb/CoverSheet.aspx?ItemID=14500 5/1/2019 1I