HomeMy WebLinkAboutHR Green - Chamberlain Redevelopment - 12/30/19HRGreent
Simple Scope Short Form Agreement
Project: Chamberlain Redevelopment
Client: City of Waterloo
Contact: Noel Anderson
Project No: 170121.01
Phase No(s).: N/A
Date: 12/06//2019
Title: Community Planning and Development Director
Address: 715 Mulberry Street
City/State/Zip: Waterloo, IA 50703
Phone/Fax No. 319-291-4366
The CLIENT agrees to employ HR Green, Inc. (COMPANY) to perform the following services:
Initial Project Coordination Meetings:
COMPANY to participate in phone conferences and in -person meetings related to initial
Chamberlain redevelopment planning exercises as requested by CLIENT. Meetings hosted
November 27, 2019 and as scheduled for December 10, 2019 by the CLIENT, are designed to
gather preliminary feedback from various departments including the Mayor's Office, Community
Planning and Development, and Leisure Services on potential reuse strategies for the former
Chamberlain site, Gates Golf Course, and immediate surrounding areas. This part of the Scope
Agreement is not intended to generate a specific work product other than what is specified in the
scope of work.
Future immediate work:
COMPANY anticipates that the information collected during this phase of the assignment will be
used to prepare a future Professional Services Agreement (PSA) with CLIENT with an emphasis
on moving forward with a design project for the former Chamberlain property and adjacent area.
COMPANY has retained Paul Miller Design, Inc. as part of this referenced effort. COMPANY will
work with the CLIENT and project team to take further steps; however, effort will be limited to the
constraints of the budget. Items may include:
• Coordination with Paul Miller
• Additional in -person meetings, phone conferences, communication with the CLIENT and
project team
• Researching site information and identifying task items necessary to move project forward.
• Initial land plan sketch to confirm direction for the project and so scope items can be
finalized and based on a vision direction
The CLIENT agrees to pay COMPANY for the above scope of services:
Time & Material, Not to Exceed in the amount of $8,000
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Short Form Agreement
Chamberlain Redevelopment
170121.01
12/06/2019
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TERMS AND CONDITIONS
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.
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. 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 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.
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.
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.
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.
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 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 attorneys 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 expressed 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.
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 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 expressed written permission. Any unauthorized use or reuse or modifications of this
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Chamberlain Redevelopment
170121.01
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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 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.
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.
The CLIENT agrees, to the fullest extent permitted by law, to limit the liability of COMPANY and COMPANY's officers,
directors, partners, employees, shareholders, owners and sub -consultants to the CLIENT for any and all claims, losses,
costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and
costs and expert witness fees and costs, so that the total aggregate liability of COMPANY and its officers, directors,
partners, employees, shareholders, owners and sub -consultants to all those named shall not exceed $ 10,000. 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.
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 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.
The COMPANY is not a Municipal Advisor registered with the Security and Exchange Commission (SEC) as defined in
the Dodd -Frank Wall Street Reform and Consumer Protection Act. When the CLIENT is a municipal entity as defined
by said Act, and the CLIENT requires project financing information for the services performed under this AGREEMENT,
the CLIENT will provide the COMPANY with a letter detailing who their independent registered municipal advisor is and
that the CLIENT will rely on the advice of such advisor. A sample letter can be provided to the CLIENT upon request.
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. The effective date of the agreement shall be the last date entered below.
City of Waterloo
Accepted by: �._.� t C 'v'ti1✓
Printed/
Typed Name:
HR GREEN, INC.
8710 Earhart Lane SW
Cedar Rapids, IA 52404
319-841-4000
4-1, Approved by:
Title: tkc
Date: _ �!
Printed/
Typed Name: James E. Halverson
Title: Vice President
Date: 12/6/19
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