HomeMy WebLinkAboutStanley Consultants, Inc. - Professional Svs Agmnt - Park, 11t h Park andd Cedar River Bridge Replacements - 9/23/19PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of September 23, 2019, between CITY OF WATERLOO (CLIENT) and
STANLEY CONSULTANTS, INC. (CONSULTANT). CLIENT intends to prepare Feasibility Study for
Replacement of Park Avenue and 11th Street Bridges over the Cedar River (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.
By:
Attest:
Daniel R. Fullerton, PE
Client Service Manag
Wendy Diekema
Address for giving notices:
100 COURT AVENUE
SUITE 300
DES MOINES, IA 50309-2200
CITY OF WATERLOO
By:
ria
Attest:
Address for giving notices:
715 MULBERRY STREET
WATERLOO, IOWA 50703
If CLIENT is a public body, attach evidence of authority to sign and resolution or other document authorizing
execution of AGREEMENT.
GBD\Proposals\Transportation\Waterloo_Cityof_IA\35676_ParkAvenue&11thStreetBridge\5_Fee_Proposal\PSA\PSA WaterlooBridgeReplacementsFeasibilityStu
dy_35676.docx
SC2272 1299
�� Exhibit 1
Stanley Consultants INC
Scope of Services
PARK AVENUE AND 11TH STREET OVER CEDAR RIVER BRIDGE REPLACEMENTS
FEASIBILITY STUDY
CITY OF WATERLOO, IOWA
The City of Waterloo (CLIENT) proposes replacing the existing Park Avenue and 11th Street over Cedar
River Bridges. The existing bridges in downtown Waterloo are nearing the end of their service life.
This will be a multiphase contract with three separate phases of work: Feasibility Study, Preliminary and
Final Engineering, and Construction Services.
This Scope of Work is for preparing a feasibility study phase of the project.
PART 1 - BASIC SERVICES
CONSULTANT shall perform Basic Services consisting of those described below.
1.1 Project Management
1.1.1
Develop a project schedule and update as required. Proposed project schedule to be
developed assuming the Competitive Highway Bridge Program (CHBP) grant schedule will
be utilized.
1.1.2 Provide progress reports monthly identifying work completed during previous month,
describing upcoming tasks, and documenting information requested from CLIENT.
1.1.3 Coordinate with Iowa Department of Transportation (Iowa DOT) Local Systems Bureau as
needed throughout project.
1.2 Public Involvement
1.2.1 Develop and maintain social media website for the project through coordination with the
CITY.
1.2.1.1 The website will entail designing an online presence capable of handling unrestricted
public content distribution with the potential for daily postings. In addition, the site will
capture user comments, feedback, and questions. A dedicated social media presence will
be included using the following:
• Dedicated webhosting provided by a third party such as GoDaddy or BlueHost.
• Include the one-time purchase of a dedicated URL (web address) and potential annual
renewals.
• Construct a database driven website to achieve two-way communication. A WordPress
Content Management System (CMS) will be installed.
• Design the CMS to match any graphical or color needs of the CITY and review the final
layout and design with the project team.
• Assign a CONSULTANT project team member(s) with editorial access to the CMS to
add new content.
• Establish an editorial process for new content to meet CITY and CONSUTLANT
guidelines.
• Coordinate with graphic designer to create site and individual post graphics.
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Stanley Consultants INC
Exhibit 1
Scope of Services
1.2.1.2 If the social media can be shared as a part of CONSULTANT's primary Linkedln,
Facebook, and Twitter accounts, those accounts will be added to the CMS for auto
posting. If the project requires a stand-alone social media presence, the web designer will
create these accounts using handles approved by the project team.
1.2.1.3 Maintain site with continual support as new information is added and removed.
1.2.2 Introduce project at City Council Workshop. Discuss intent for project with CITY prior to
beginning Feasibility Study effort.
1.2.3 Present results of Feasibility Report and Preferred Alternative at City Council Workshop.
1.2.4 Conduct early coordination with key stake holders.
• For 1 1th Street bridge, stakeholders to include, but not limited to, Crystal Ice and Powers
Manufacturing.
• For Park Ave bridge, stakeholders to include, but not limited to, Main Street Waterloo
and Waterloo Development Corporation (WDC).
1.2.5 Attend up to two (2) Public Information meetings to present Preferred Alternative.
1.2.5.1 Up to three (3) members from CONSULTANT to attend meetings.
1.2.5.2 Prepare up to three (3) display exhibits for Public Information Meeting such as the
following:
• Elevation View of Preferred Alternative showing possible aesthetics
• Cross Sections of the proposed structures
1.3 Competitive Highway Bridge Program Grant Coordination
1.3.1 CONSULTANT shall participate in up to three (3) conference calls with the CITY and
lowaDOT to coordinate this project for compliance with CHBP grant requirements.
1.4 Environmental Clearances
1.4.1 Proceed with project development assuming a Programmatic Categorical Exclusion or a
Categorical Exclusion with a signoff.
1.4.2 Conduct testing of existing materials on the bridge that are known to potentially contain
asbestos. Identify if asbestos is present and provide summary report.
1.4.3 Conduct testing of paint system for presence of lead, chromium, or other hazardous
substances. Develop a summary report of the contaminant levels.
1.4.4 Perform a desktop threatened and endangered species investigation.
1.4.5 Perform a desktop wetlands review to verify if any wetlands could be impacted by
construction.
1.4.6 Contact state and federal regulatory agencies to identify permits and agency approvals
required for bridge replacement.
1.4.7 Coordinate with Iowa Department of Transportation (Iowa DOT) Location and Environment
Bureau throughout project.
1.5 Conduct Functional Alternative Analysis Workshop (FAAW)
1.5.1 Develop FAAW agenda assuming a two-day workshop with city staff and up to four (4)
members from CONSULTANT.
1.5.2 CONSULTANT will lead the 2 -day workshop with a Certified Value Specialist (CVS).
Workshop to be two (2) full days in an office setting.
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Stanley Consultants INC.
Exhibit 1
Scope of Services
1.5.3 Three (3) additional CONSULTANT team members will attend and participate in the
Workshop. Team members will include project manager and subject matter experts in the
fields of structures/bridge engineering and roadway geometrics/traffic engineering and
project stakeholders as identified by the CITY.
1.5.4 CONSULTANT shall lead the 2 -day workshop following an agenda consistent with the value
planning process.
• City Participants in 2 -day workshop will include those with vested interest in the design
and development of this bridge rehabilitation project. City encouraged to provide 4 to 8
participants.
• CONSULTANT shall lead systematic 5 -step process with workshop participants in
accordance with established value methodology. Participants will identify project functions
and brainstorm alternative means to achieve selected functions within the allocated budget
and construction schedule. Group ranking, and evaluation of alternatives shall include
impacts to project scope, cost, schedule, and other key factors.
• CONSULTANT shall document discussions and track project costs during workshop.
1.5.5 The CONSULTANT will provide a Technical Memorandum summarizing the results of the
FAAW. This memo will highlight FAAW activities performed and summarize the results of
the following goals of the Workshop:
• Identify proposed roadway cross section on bridges.
• Develop roadway profile options and summarize impacts of each profile option.
• Identify critical path items and develop an estimated construction schedule.
• Establish project limits including length and width of roadway impacted by bridge and
approach improvements.
• Identify any additional right-of-way needs.
1.5.6 DELIVERABLE: Submit FAAW memorandum to CITY for review and concurrence.
1.6 Feasibility Study
1.6.1 Participate in a kickoff meeting with CLIENT to define and clarify requirements for the
project and receive available data. Establish design criteria for project. Up to three (3)
persons from CONSULTANT will participate in the meeting.
1.6.2 Review available data including:
• Bridge inspection reports.
• Iowa DOT roadway and bridge design manuals, standards and details.
• GIS utility data provided by CITY.
• Existing ground surface available through CITY LiDAR mapping.
1.6.3 Conduct surveys appropriate for Feasibility Study level of review:
1.6.3.1 Field Survey
• The survey limits will be within the Park Avenue corridor (from approximately Jefferson
Street to Lafayette Street) and within 11th Street corridor (from approximately
Commercial Street to Lafayette Street).
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Stanley Consultants INC
Exhibit 1
Scope of Services
• Apparent Right -of -Way (ROW) and property lines will be plotted based on available
assessors mapping and GIS information. No courthouse or deed research will be
completed during Phase 1 of this project.
• Limited survey of the existing bridges will be collected to document existing structure
location at each abutment and location and elevation of top of each pier.
• The Horizontal Datum used will be NAD83 Iowa North, State Plane Coordinates. The
Vertical Datum used with be NAVD88 (Geoidl 2A)
• Primary survey control points and benchmarks will be established at each intersection
and at each end of the bridges within the survey limits.
• Limited traffic control will be included in the field survey by the survey field crew as
required to conduct work. If long term lane closures or traffic control devices are
required, this will be provided by a private traffic control company. A separate cost item
is included as part of the fee for $2000 should this be required.
1.6.3.2 Utility Survey
• All visible evidence of private utilities will be collected to include manhole/handhole
structures, intakes, poles, risers, meters, and valves.
• Locate old Waterloo Water Works main located near existing Park Ave. bridge.
• Underground utilities will be collected as marked by Iowa One Call locate service.
• Other utilities shown on provided utility mapping will be plotted in approximate
locations.
1.6.3.3 Railroad Spur Area Survey
• Top of rail will be collected in this area both on main and side tracks.
• Estimated railroad access permit and railroad flagger costs are included in this scope and
fee.
1.6.3.4 River Survey
• Up to five (5) cross sections of the river bottom will be collected. Two (2) cross sections
at Park Avenue and three (3) cross sections at 11th Street bridge location.
1.6.3.5 DELIVERABLES:
• All survey data will be delivered in MicroStation/Open Roads format using Iowa DOT
coding methods, linework and layers.
• A control / benchmark report will be provided.
• All other information collected during the survey will be provided, including structure
photos, site photos, and utility mapping/ownership.
1.6.4 Preliminary Geotechnical Services
1.6.4.1 Perform desktop assessment of anticipated soil and bedrock conditions at each bridge
location and will include a review of the following source:
• NRCS soil survey, USGS geological survey, aerial photos, bedrock maps, other
published data, available as -built flood protection system information, available as -
built bridge information, and local project experience.
• The desktop assessment will include one site visit to review existing conditions.
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fth'• Exhibit 1
Stanley Consultants INC.
Scope of Services
1.6.4.2 Evaluation of up to three (3) bridge foundation alternatives, including one (1) shallow
and two (2) deep foundation options. Evaluate with respect to the following criteria:
relative construction cost, constructability, construction duration, and risk of potential
construction issues.
1.6.4.3 Develop the geotechnical engineering plan for the preferred alternative based on the
results of the desktop assessment, evaluation of bridge foundation alternatives, and a
conceptual design for the preferred alternative. The following will be developed for each
bridge:
• Proposed field exploration plan
• Proposed laboratory testing plan
• Proposed geotechnical engineering services
1.6.4.4 DELIVERABLE: Develop a report with the results of the desktop assessment and
evaluation of foundation alternatives summarizing these results, including the proposed
geotechnical engineering services for the preferred alternative.
1.6.5 Conduct Traffic Analysis
1.6.5.1 Data Collection
• Obtain available traffic volume data from the City and/or INRCOG relevant to the
two corridors (Highway 218 to Franklin Street along both corridors).
• Obtain traffic signal timing plans for all signalized intersections along both corridors.
• Document existing corridor features and operation including speed limits, through
and turn lanes (number and dimensions), parking facilities, pedestrian and bicycle
facilities, mass transit facilities, access points.
1.6.5.2 Perform Traffic Analysis
• Coordinate initial discussion with City Traffic Engineer, City Engineer, INRCOG,
City Complete Streets Advisory Committee to clarify objectives for traffic analysis.
• Coordinate preliminary projections review for each corridor and submitted to the City
for approval prior to future capacity analysis.
• Perform capacity analysis on existing conditions using SYNCHRO analysis software.
• Perform future traffic projections using recommendations from the City/INRCOG to
calculate future traffic volumes.
• Perform capacity analysis on future conditions.
1.6.5.3 Develop Traffic Recommendations
• Investigate the necessary operation and lanes needed for efficient operation in the
future.
• Evaluate if one through lane in each direction is adequate for future conditions.
• Identify need for turn lanes throughout including intersections.
• Provide transition recommendations at both ends of both corridors, particularly if
two/three lane operation is recommended.
• Provide complete streets options to accommodate pedestrians, bicycles, buses,
parking, etc.
• Attend up to three (3) Complete Street Advisory Meetings to provide project updates.
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Stanley Consultants INC
Exhibit 1
Scope of Services
• Include consideration for adding bike signals and/or detection systems.
1.6.5.4 DELIVERABLES:
• Develop draft traffic analysis report and submit to the CITY.
• Attend meeting to review with city staff and Complete Streets Advisory Committee.
• Address comments received in the Feasibility Report with corridor layout and
operational recommendations.
1.6.6 Investigate Roadway Design Concepts
1.6.6.1 Coordinate with stakeholders at the start of project (engineering, traffic) to clarify goals
for concept development.
1:6.6.2 Complete initial alignment study to develop horizontal and vertical alignment options
for both corridors. The horizontal alignment at each bridge will closely match the
existing alignment. Two vertical profile options will be developed with the following
objectives:
• Match the existing hydraulic capacity by keeping low chord of proposed
superstructure at or above existing structure low chord.
• Raise the profile sufficiently to eliminate the need for closure gates allowing the
bridge to remain open to traffic during a flood fight. Amount of profile raise to be
evaluated. Additional consideration will include accommodating changes to the
approach profiles on both ends of each bridge and the impact to access points on
the approaches. Conflict with proposed improvements will be identified.
1.6.6.3 Investigate the adjacent riverfront trail system to address connection improvements at
both ends of each bridge. Existing connections to be maintained at a minimum, and
improvements to connections will be evaluated.
1.6.6.4 At the east end of the 1 l th Street bridge, the existing railroad crossing will be evaluated
to determine if there are feasible options to either raise or eliminate the crossing to
accommodate raising the bridge/roadway profile.
1.6.6.5 Recommendations will include roadway cross section options. Up to three (3) cross
section alternatives on the bridge with corresponding options on each approach. Include
consideration for the corridor layout with transitions at both ends for ultimate
improvement scenarios, which may extend beyond the project limits for future planning
purposes.
1.6.6.6 DELIVERABLE: Summarize results in the Alternative Summary Memo and
Feasibility Report.
1.6.7 Evaluate Bridge Alternatives
1.6.7.1 Investigate span arrangement options with consideration for hydraulics, structure depth,
existing bridge foundations.
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Stanley Consultants INC
Exhibit 1
Scope of Services
1.6.7.2 Evaluate up to three (3) replacement structure types.
• IowaDOT standard Prestressed Beams
• Rolled Steel or Welded Plate Girder
• One additional structure type identified during study.
1.6.7.3 Coordinate potential structure types with alignment and vertical profile alternatives to
establish roadway profiles meeting the project objective.
1.6.7.4 Include consideration of potential future white -water course at the Park Avenue bridge.
1.6.7.5 Include consideration for improved vertical clearance over bike trail at the Park Avenue
bridge.
1.6.7.6 Investigate possible smart bridge components.
1.6.7.7 DELIVERABLE: Summarize results in the Alternative Summary Memo and
Feasibility Report.
1.6.8 Investigate Floodwall Improvement Options
1.6.8.1 Evaluate floodwall rehabilitation and replacement options under west end of Park
Avenue bridge.
1.6.8.2 Develop options for reconfiguring floodwall alignment at west end of 11th Street
bridge.
1.6.9 Perform Hydraulic Analysis of alternatives to determine compliance with U.S. Army Corps.
Engineers and Iowa DNR requirements for "No -Rise" certification.
1.6.9.1 Update existing HEC -RAS model to include surveyed river cross-sections and existing
bridge geometry
1.6.9.2 Create HEC -RAS models of up to three (3) alternatives per bridge to analyze impacts
of proposed design on 100 -year and top of levee flood event.
1.6.9.3 Advance coordinating of permitting process with USACE (408 permit) and Iowa DNR
(floodplain permit).
1.6.9.4 DELIVERABLE: Summarize results in the Feasibility Report.
1.6.10 Lighting
1.6.10.1 Develop potential decorative lighting options including cost estimates.
1.6.10.2 Investigate potential for lighting options of the dam including cost estimates.
1.6.10.3 DELIVERABLE: Include up to three (3) renderings showing lighting alternatives in
the Feasibility Report.
1.6.11 Utility Investigation and Improvement Recommendations
1.6.11.1 Utilize results of field survey to conduct utility review to identify conflicts between
existing utilities and proposed bridge and roadway improvements. Coordinate with the
CITY for any recommended improvements.
1.6.11.2 Complete initial utility coordination, including one meeting/site visit with all existing
utilities within or near the project limits.
1.6.11.3 Conduct early coordination with Waterloo Water Works regarding existing main
located near existing Park Ave bridge. Identify recommendations for relocation.
1.6.11.4 DELIVERABLE: Summarize results in the Feasibility Report. Include concept layout
plans for utility removals, relocations, and improvements.
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Stanley Consultants INC
Exhibit 1
Scope of Services
1.6.12 Archaeologic/Historic Evaluation
1.6.12.1 Perform Architectural/Historical Intensive Survey and Evaluation using
recommendations from the initial reconnaissance survey for both bridges. Include
evaluation along with any buildings over 45 years of age within the outlined corridor
that have not been previously surveyed. Services to follow draft guidelines for
architectural surveys proposed by the State Historical Society of Iowa. The report will
identify any historic properties that are eligible for inclusion in the National Register of
Historic Places (NRHP) and if any historic districts are within the current project area.
1.6.12.2 Conduct Archaeological Phase 1 Investigation based on the recommendations of the
initial Phase lA Assessment. The fieldwork, evaluation, and summary report will
adhere to the archaeological guidelines in Iowa as revised and approved in 2017 by the
Association of Iowa Archaeologists.
1.6.12.3 DELIVERABLE: Include summary of evaluation in Feasibility Report.
1.6.13 Coordinate with Canadian Northern RR
1.6.13.1 Develop up to two (2) conceptual exhibits for modifications to the existing track
crossing east of the 11th Street bridge.
1.6.13.2 Attend one meeting with CN RR and/or customers of the spur track to coordinate
potential changes to the track.
1.6.13.3 DELIVERABLE: Document any modifications in a Memorandum of Understanding
and coordinate to get the concept approved by stakeholders.
1.7 Feasibility Report
1.7.1 Based on the results of the Feasibility Study, identify up to three alternatives to be advanced
for detailed evaluation (advanced alternatives).
1.7.2 DELIVERABLE: Develop alternative summary memo to briefly describe the alternatives and
submit to CLIENT for concurrence.
1.7.3 Evaluate the advanced alternatives after obtaining CLIENT concurrence.
1.7.3.1 The three alternatives identified for further evaluation will be combinations of
alignments, structure types, roadway cross sections (including bike path/sidewalk
details) and other factors such as bridge lighting and bridge aesthetics.
1.7.3.2 Generate cost estimates for advanced alternatives. These estimates will include
construction cost, potential ROW acquisition, engineering design, construction
administration and observation. Utilize available Iowa DOT unit bid prices for major
items to develop budgetary level construction cost estimates.
1.7.3.3 Develop construction duration estimates for advanced alternatives. Include
consideration for construction sequence and staging.
1.7.3.4 Review maintenance of traffic options for advanced alternatives.
1.7.3.5 Develop aesthetic details applicable to project, if selected.
1.7.3.6 Prepare figures for purpose of illustrating the advanced alternatives. Figures to provide
detail sufficient to differentiate alternatives. Figures will include possible aesthetic
details. Figures will depict project limits and possible right-of-way acquisition needs.
1.7.3.7 Report shall include sample photos, if needed, to describe details such as bridge types,
aesthetic details, etc.
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Stanley Consultants INC
Exhibit 1
Scope of Services
1.7.3.8 Prepare and submit a Draft Feasibility Study summarizing evaluation process and
presenting the advanced alternatives. Recommended alternative will be defined.
Single report for both bridge shall be approximately thirty (30) 11" x 17" pages.
1.7.3.9 Participate in one (1) conference call meeting with CLIENT and other key Stakeholders
to review and discuss comments on the Draft Feasibility Report. Obtain concurrence
regarding preferred alternative.
1.7.3.10 Respond to review comments and update Report as appropriate.
1.7.3.11 Verify preferred alternative is acceptable to Iowa DOT Local Systems Bureau.
1.7.3.12 Update and submit Final Feasibility Report.
CONSULTANT's Basic Services will be considered complete on the date when the Final Feasibility Report
has been submitted to the CLIENT and accepted. In addition, the City Council meetings and PIM meetings
have been completed as directed by the CLIENT.
SCHEDULE
Kick-off Meeting = Within one month of receiving Notice to Proceed (NTP)
Draft Feasibility Report = Within six (6) months of NTP
Review Meeting of Draft = Within two (2) weeks of submitting Draft Feasibility Report
Final Feasibility Study = Within two (2) weeks of Review Meeting
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EXHIBIT 2
COMPENSATION
Stanley Consultants INC
PARK AVENUE AND 11TH STREET OVER CEDAR RIVER BRIDGE REPLACEMENTS
FEASIBILITY STUDY
CITY OF WATERLOO, IOWA
COMPENSATION FOR BASIC SERVICES
CLIENT shall compensate CONSULTANT for CONSULTANT'S BASIC SERVICES included in
EXHIBIT 1 — SCOPE OF SERVICES on an Hourly Basis for Labor plus Reimbursable Expenses a Not -
to -Exceed amount Five Hundred and Five Thousand dollars (505,000.00) in accordance with the current
"Hourly Fees and Charges Fiscal Year 2019-2020" (Form BC_C 19-20) subject to revision on or after
April 1 of each year unless other compensation is agreed upon prior to performance of the services.
The following table shows a breakdown of compensation for completing each task for Basic
Services described in Exhibit 1 - Scope of Services:
Task Compensation
1. Engineering Services
2. Field Investigations, Surveys, Railroad Permit, and Testing Services
$339,000
$158,500
3. Project Expenses $7,500
TOTAL $505,000
COMPENSATION FOR ADDITIONAL SERVICES
Compensation for ADDITIONAL SERVICES performed by CONSULTANT shall be performed on an
Hourly Basis for Labor plus Reimbursable Expenses in accordance with the current "Hourly Fees and
Charges Fiscal Year 2019-2020" (Form BC_C 19-20) subject to revision on or after April 1 of each year
unless other compensation is agreed upon prior to performance of the services.
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Page 1 of 1
01
1. CLIENT'S RESPONSIBILITIES
1.1 Name CLIENT's representative with authority to
receive information and transmit instructions for
CLIENT.
1.2 Provide CLIENT's requirements for project,
including objectives and constraints, design and
construction standards, bonding and insurance
requirements, and contract forms.
1.3 Provide available information pertinent to project
upon which CONSULTANT may rely.
1.4 Arrange for access by CONSULTANT upon public
and private property, as required.
1.5 Examine documents presented by CONSULTANT,
obtain legal and other advice as CLIENT deems
appropriate, and render written decisions within
reasonable time.
1.6 Obtain consents, approvals, licenses, and permits
necessary for project.
1.7 Advertise for and open bids when scheduled.
1.8 Provide services necessary for project but not
within scope of CONSULTANT's services.
1.9 Indemnify CONSULTANT, its employees, agents,
and consultants against claims arising out of
CONSULTANT's design, if there has been a deviation
from the design beyond the CONSULTANT's control or
failure to follow CONSULTANT's recommendation and
such deviation or failure caused the claims.
1.10 Promptly notify CONSULTANT when CLIENT
learns of contractor error or any development that
affects scope or timing of CONSULTANT's services.
1.11 Nothing in this agreement shall create a fiduciary
duty between the parties.
2. PERIOD OF SERVICE
2.1 CONSULTANT is not responsible for delays due
to factors beyond its control.
2.2 If CLIENT
compensation for
CONSULTANT's
appropriately.
requests changes in project,
and time of performance of
services shall be adjusted
3. CONSTRUCTION COST AND COST ESTIMATES
3.1 Construction Cost. Construction cost means
total cost of entire project to CLIENT, except for
CONSULTANT's compensation and expenses, cost of
land, rights-of-way, legal and accounting services,
insurance, financing charges, and other costs which
SC 3810 IA R6 1/18
Standard Terms and Conditions
Exhibit 3
are CLIENT's responsibility as provided in this
Agreement.
3.2 Cost Estimates. Since CONSULTANT has no
control over cost of labor, materials, equipment or
services furnished by others, over contractors'
methods of determining prices, or over competitive
bidding or market conditions, its estimates of project
construction cost will be made on the basis of its
employees' experience and qualifications and will
represent their best judgment as experienced and
qualified professionals, familiar with the construction
industry. CONSULTANT does not guarantee that
proposals, bids, or actual construction cost will not vary
from its estimates of project cost.
4. GENERAL
4.1 Termination.
4.1.1 Either party may terminate their obligation to
provide further services upon twenty (20) days' written
notice, after substantial default by other party through
no fault of terminating party.
4.1.2 CLIENT may terminate CONSULTANT's
obligation to provide further services upon twenty (20)
days' written notice if project is abandoned. In such
event, progress payments due to CONSULTANT for
services rendered plus unpaid reimbursable to
expenses, shall constitute total compensation due.
4.2 Reuse of Documents.
4.2.1 All tangible items prepared by CONSULTANT
are instruments of service, and CONSULTANT retains
all copyrights. CLIENT may retain copies for
reference, but reuse on another project without
CONSULTANT's written consent is prohibited. CLIENT
will indemnify CONSULTANT, its employees, agents,
and consultants against claims resulting from such
prohibited reuse. Said items are not intended to be
suitable for completion of this project by others.
4.2.2 Submittal or distribution of items in connection
with project is not publication in derogation of
CONSULTANT's rights.
4.2.3 Confidentiality. Each party acknowledges that
in connection with this Agreement it may receive
certain confidential or proprietary technical and
business information and materials of the other party
("Confidential Information"). Each party, its agents and
employees shall hold and maintain in strict confidence
all Confidential Information, shall not disclose
Confidential Information to any third party, and shall not
use any Confidential Information except as may be
necessary to perform its obligations under the
agreement except as may be required by a court or
governmental authority. CLIENT and CONSULTANT
shall keep all information and communications related
to the project confidential in the same manner each
party protects its own confidential information, to the
extent that it is marked "proprietary" or "confidential or
with a similar label or which by the nature of the
information generally would be regarded as proprietary
or confidential. This clause shall not apply to
information that is previously known by either party,
lawfully becomes public knowledge, or is required to be
disclosed by law or a court order.
4.3 Payment.
4.3.1 CONSULTANT shall submit a monthly statement
for services rendered and reimbursable expenses
incurred. CLIENT shall make prompt monthly
payments.
4.3.2 If CLIENT fails to make payment within thirty (30)
days after receipt of statement, interest at maximum
legal rate or at a rate of 18%, whichever is less, shall
accrue; and, in addition, CONSULTANT may, after
giving seven (7) days' written notice, suspend services
until it has been paid in full all amounts due it.
4.3.3 CLIENT has provided or shall provide for
payment from one or more lawful sources of all sums
to be paid to CONSULTANT.
4.3.4 CONSULTANT's compensation shall not be
reduced on account of any amounts withheld from
payments to contractors.
4.3.5 If services performed by CONSULTANT are
subject to state or local sales taxes, said taxes will be
reflected in the invoices and remitted according to state
law. If CLIENT claims a status that would make the
transaction exempt, then CLIENT shall provide
appropriate proof of exempt status to CONSULTANT.
4.4 Controlling Law. Agreement shall be governed
by Iowa law, excluding its choice of law rules.
4.5 Successors and Assigns.
4.5.1 The parties bind themselves, their successors,
and legal representatives to the other party and to
successors and legal representatives of such other
party, in respect to all covenants and obligations of this
Agreement.
4.5.2 Neither party shall assign, sublet, or transfer any
interest in this Agreement without written consent of
the other, provided CONSULTANT may employ such
independent consultants, associates, and
subcontractors as it may deem appropriate.
4.5.3 Nothing in this Agreement shall be construed to
give any rights or benefits to anyone other than the
parties.
SC 3810 IA R6 1/18
Standard Terms and Conditions
Exhibit 3
4.6 CONSULTANT's Accounting Records. Records
of CONSULTANT's personnel time, reimbursable
expenses, and accounts between parties shall be kept
on a generally -recognized accounting basis.
4.7 Separate Provisions. If any provisions of this
Agreement shall be held to be invalid or unenforceable,
remaining provisions shall be valid and binding.
4.8 Waiver. No waiver shall constitute a waiver of any
subsequent breach.
4.9 Warranty.
4.9.1 CONSULTANT shall use reasonable care to
reflect requirements of all applicable laws, rules, or
regulations of which CONSULTANT has knowledge or
about which CLIENT specifically advises in writing,
which are in effect on date of Agreement.
CONSULTANT INTENDS TO RENDER SERVICES IN
ACCORDANCE WITH GENERALLY ACCEPTED
PROFESSIONAL STANDARDS, BUT NO OTHER
WARRANTY IS EXTENDED, EITHER EXPRESS OR
IMPLIED, IN CONNECTION WITH SUCH SERVICES.
CLIENT's rights and remedies in this Agreement are
exclusive.
4.9.2 CONSULTANT shall not be responsible for
contractors' construction means, methods, techniques,
sequences, or procedures, or for contractors' safety
precautions and programs, or for contractors' failure to
perform according to contract documents.
4.9.3 The CONSULTANT believes that any computer
software provided under this Agreement is suitable for
the intended purpose, however, it does not warrant the
suitability, merchantability, or fitness for a particular
purpose of this software.
4.9.4 Subject to the standard of care set forth in
Paragraph 4.9.1, CONSULTANT and its
Subconsultants may use or rely upon design elements,
work, and information ordinarily or customarily
furnished by others, including, but not limited to,
CLIENT or his authorized representatives, public
record, specialty contractors, manufacturers,
suppliers, and publishers of technical standards.
4.9.5 If the Scope of Services include the review or
recommendation of available technologies or
recommendations of specific technologies or vendors
or systems, the CONSULTANT will conduct an
impartial review of such technologies, systems or
vendors. The CONSULTNT is not responsible for the
selection of same by the Client or for the usability, or
results of such technology, vendor or system.
4.10 Period of Repose. Any applicable statute of
limitations or repose shall commence to run and any
alleged cause of action shall be deemed to have
accrued not later than completion of services to be
performed by CONSULTANT.
4.11 Indemnification. To the fullest extent permitted
by law, CONSULTANT shall indemnify and hold
harmless CLIENT, CLIENT's officers, directors,
partners, employees, and agents from and against
any and all third party claims for bodily injury and for
damage to tangible property to the extent caused by
the negligent acts or omissions of CONSULTANT or
CONSULTANT's officers, directors, partners,
employees, agents, and CONSULTANT's consultants
in the performance and furnishing of CONSULTANT's
services under this Agreement. Any indemnification
shall be limited to the terms and amounts of coverage
of the CONSULTANT's insurance policies and Section
4.12, Limitation of Liability.
To the fullest extent permitted by law, CLIENT shall
indemnify and hold harmless CONSULTANT,
CONSULTANT's officers, directors, partners,
employees, and agents and CONSULTANT's
consultants from and against any and all third party
claims for bodily injury and for damage to tangible
property to the extent caused by the negligent acts or
omissions of CLIENT or CLIENT's officers, directors,
partners, employees, agents, and CLIENT's
consultants with respect to this Agreement on the
Project. In addition to the indemnity provided under
this section, and to the fullest extent permitted by law,
CLIENT shall indemnify and hold harmless
CONSULTANT and its officers, directors, partners,
employees, and agents and CONSULTANT's
consultants from 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.
4.12 Limitation of Liability. TO THE FULLEST
EXTENT PERMITTED BY LAW, AND
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, THE TOTAL LIABILITY, IN THE
AGGREGATE, OF THE CONSULTANT (INCLUDING
ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND SUBCONSULTANTS), TO CLIENT
AND ANYONE CLAIMING BY, THROUGH OR
UNDER CLIENT, FOR ANY AND ALL CLAIMS,
LOSSES, COSTS, OR DAMAGES WHATSOEVER
ARISING OUT OF, RESULTING FROM, OR IN ANY
WAY RELATED TO THE PERFORMANCE OF
SERVICES UNDER THIS AGREEMENT FROM ANY
CAUSES, INCLUDING BUT NOT LIMITED TO
NEGLIGENCE, PROFESSIONAL ERRORS OR
OMISSIONS, OR WARRANTEES EXPRESSED OR
IMPLIED, OF CONSULTANT OR CONSULTANT'S
CONSULTANTS, SHALL NOT EXCEED $300,000.00
SC 3810 IA R6 1/18
Standard Terms and Conditions
Exhibit 3
OR THE TOTAL COMPENSATION RECEIVED BY
CONSULTANT, WHICHEVER IS GREATER. THIS
LIMITATION INCLUDES LIABILITY UNDER
SECTION 4.11. IN NO EVENT SHALL CONSULTANT
BE LIABLE TO CLIENT FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND
ARISING OUT OF OR RELATED TO THIS
AGREEMENT. CONSULTANT SHALL NOT BE
LIABLE FOR ANY CONSENQUENTIAL OR
INDIRECT DAMAGES THAT ARISE OUT OF ITS
PERFORMANCE ON THIS PROJECT.
4.13 Extent of Agreement. This Agreement
represents the entire agreement between the parties
and may be amended only by written instrument signed
by both parties.
4.14 INSURANCE. CONSULTANT shall purchase
and maintain insurance for the coverages and for not
less than the limits of liability set forth below:
(a) Workers' Compensation: workers' compensation
insurance as required by the laws of the states or
countries with jurisdiction of the services to be
performed, including employer's liability insurance,
with a limit of $1,000,000 per accident.
(b) Commercial General Liability: commercial general
liability, including coverage for all premises,
operations, operations of independent contractors,
products and completed operations, and contractual
liability. Coverage shall have limits of not less than
$1,000,000 for each occurrence and aggregate.
(c) Commercial Automobile Liability: commercial
automobile liability covering the use of all owned, non -
owned, and hired automobiles with minimum combined
single limits of $1,000,000.
(d) Professional Liability: professional liability
insurance for claims arising out of performance of
professional services caused by any negligent error,
omission, or act for which the insured is legally liable,
with a minimum limit of $1,000,000, to be kept in force
for two (2) years after completion of project.
CONSULTANT shall provide certificates or other
evidence from insurance carriers of the required
insurance coverages, if requested by CLIENT in writing
within 30 days of start of performance. All insurance
except workers' compensation and professional liability
shall designate CLIENT as additional insured.
(e) Cyber Liability: Data Breach and Privacy/Cyber
Liability Insurance in a limit of not less than $1,000,000
per occurrence.
4.15 Subrogation Waiver. The parties waive all rights
against each other, and against contractors,
consultants, agents, and employees of the other for
damages covered by any property insurance during
construction, and each shall require similar waivers
from their contractors, consultants, and agents.
4.16 Force Majeure. Parties will not be liable for
delays in delivery or for failure to perform obligations,
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.
SC 3810 IA R6 1/18