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Home My WebLink AboutMMS Consultants, Inc.-Professional Services Agreement-5/4/2020yql Professional Services Agreement This is an Agreement made as of , XU , 2020, between MMS Consultants, Inc. (MMS) and the City of Waterloo, Iowa. (WENT - legally responsible party). CLIENT hereby engages MMS Consultants, Inc. to perform services as outlined and according to the terms and conditions expressed herein. Services: Bidding and Construction Services for FY 2020 Ne��ell Street RISE Project - Waterloo, Iowa. MMS and CLIENT agree: 1. Scone of Services. MMS shall perform the sewices as stated in Exhibit 1, which shall hereinafter be referred to as the "Project." In the event the scope of services changes during the term of this Agreement, the parties shall execute a wa'itten change order specifying the nature of the change in the scope of services and any associated change in the payment required. 2. Comnensation and Paymcut. Client shall compensate MMS for MMS's services as stated in Exhibit 2. 3. Terms and Conditions. MMS shall provide professional services in accordance with the terms and conditions stated in Exhibit 3. The terms and conditions contained within this Agreement shall apply to all change orders related to this project. 4. The following exhibits are attached to and made part ofthis agreement: Exhibit 1—Scope of Services Exhibit 2 —Compensation Exhibit 3 — Standard Terms & Conditions IN WITNESS WHEREOF, the patties below have executed this Agreement as of the day and year first above written. MMS Consultants. IInnc. Client Acceptance: By: /7`� " �U Signed By: Printed Name: �� ✓ Address for giving notices: City of Waterloo 715 Mulberry Steect Waterloo, IA 50703 If CLIENT is a public body, attach evidence of authority to sign and resolution or other document authorizing execution of AGREEMENT. Page 1 of 1 Professional Services Agreement Exhibit 1 � Scope of Services Services; Bidding and Construction Services for FY 2t)20 l�zewell Street RISE Project', Waterloo, Iowa, BASIC SERVICES SHAI.I INC.LUI3Ea A. BXDATNG SEItVICIiaS 1. Prepare 25 copies of the bid documents and deliver to City of Wate�•loo 1'or distribution to bidders. The City of Waterloo will distribute plans to bidders and keep and update the plan holders list. 2, Provide additional copies of the bid documents as required for distribution to bidders. 3. Send all addenda to City of Waterloo in electronic format for distribution to bidders as required. B. CONSTRUCTI'ON STAKING, INSPECTIQN AND A,>b1V>i�NISTRATION 1. Assist City �arith administration of the contract 2, Provide on -site inspection of the construction to ensure confoi7nance with the plans and specilicutions and RISE grant requirements. Fee based Oil average of 45 hours 1301 week of on -site inspection. 3. Review and approve pay requests and change orders 4. Construction layout staking 5. Schedule and attend preconstruction conference 6. Reviuw submittals 7. Assist City with correspondence with Iowa DOT to ensure project conformance with RISE grant requirements. Page I of 1 IVEN UONN' ULTANTN, INC. Professional Services agreement Exhibit 2 — Compensation and Payment Services1 Bidding and Construction Services for FY 2020 Newell Street RISE Project Waterloo, Iowa, 1.0 Client shall pay MMS as follows: A. Lump sum in the amount of $2,500 for the scope outlined in Item A in Exhibit 1. Lump sum in the amount of $102,500 for the scope outlined in Item B in Exhibit 1. This fee does not include application or permit fees, outside services, equipment or materials. A}1 additions and changes to scope of services shall be agreed upon by use of a Change Order signed by both MMS and Client. All conditions for payment of Change orders will be the same as the conditions for payment within the original Agreement. B. Invoices will be prepared monthly in accordance with MMS standard invoicing practices and submitted to Client. Invoices are due upon receipt. If Client fails to make any payment due to MMS for services and expenses within 60 days after date of MMS invoice, the amounts due MMS will be increased at the rate of 1.5% per month from the 60`h day after invoice date. In addition, MMS may, withoutliability and not in lieu of any other rights MMS may have at law or in equity, after giving seven days written notice to Client, suspend services under this Agreement until MMS has been paid in full all amounts due for services, expenses, and other related charges. in addition, in any action to collect unpaid amounts due pursuant to this Agreement, Client shall pay all cost of collection including but not limited to court costs and MMS's attorney's fees. Payments will be credited first to interest and then to principal. C. In the event of a disputed or contested invoice, only that portion on contested may be withheld from payment, and the undisputed portion shall be paid. D. Upon complete execution of this Agreement, MMS shall have the tight to commence the performance of its services immediately and shall continue its performance of said services thereafter until said services are complete, Client shall not have the right to terminate this Agreement or to cancel MMS's services unless the entire project of which MMS's services are a component part has been ceased or cancelled. In said event, Client shall give NMS written notice of the termination of the project and MMS shall be entitled to payment for any services performed or expenses incurred prior to receipt of said written notice. Page 1 of l Prolessional Services Agreement Exhibit 3 Terms and Conditions Selviees: Bidding and t✓OnstruCtIOn Services for F r 2020 Newell Street RISE Project - Waterloo, Iowa. A. Standard of Care will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. MMS makes no warranties, express or implied, under this Agreement or otherwise, in connection with services required to be performed by this Agreement. MMS and its consultants may use or rely upon the design services of others, including, but not limited to, contractors, manufacturers and suppliers_ B. MMS shall not at any time supervise, direct or have control over any contractor's work, nor shall MMS have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, for safety precautions and programs incident to a contractor's work progress, nor for any failure of any contractor to comply with laws and regulations applicable to contractor's work. C. MMS neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform its work in accordance with the contract between Client and such contactor. D. MMS Shall not be responsible for the acts or omissions of any contractor, subcontractor, or supplier, or of any contractor's agents or employees or any other persons (except MMS's own employees) at the Project site or otherwise furnishing or performing any construction work in connection with the Project; or for any decision made based on interpretations oil clarifications of the construction contract given by Owner without consultation with and advice of MMS. 1 Ail design documents prepared or furnished by M1WtS are instruments of scnvice and MMS retains an ownership and property interest (including the copyright and the right of reuse) in such documents, whether or not the Project is completed. F. To the fullest extent permitted by law, Client and MMS (1) waive against each other, and the other's employees, officers, directors, agents, insurers, partners and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project, and (2) agree that MMS's total liability to Client under this Agreement shall be limited to the total amount of the compensation received by MMS pursuant to this Agreement. G. The information and services provided by MMS pursuant to this Agreement are intended for use only by Client. No third party shall have any right arising from this Agreement or the documents produced pursuant to this Agreement. As additional consideration for the performance the services called for hereunder, Client agrees to hold harmless and indemnify MMS and its employees, officer, directors, and agents foal all costs, expenses, legal fees, awards, settlements, and judgments in any legal proceeding bmuglrt by any third party who claims that he or she relied on representations made in such documents and was damaged thereby. Client's request that MMS release copies of documents produced pursuant to the terms of this Agreement shall be at Client's risk with respect to the contents of this paragraph. H. If Client claims that MMS has made an error in any of the services provided hereunder, Client will inform MMS of the alleged error and allow MMS to inspect the property before Client takes any action to correct the alleged error or which would otherwise make it difficult or impossible for MMS to evaluate the existence of the alleged error. If Client repairs or otherwise provides a rennedy for such alleged error or further disturbs the property such that it becomes impossible for MMS to confirm the existence or otherwise evaluate the alleged error, Client waives any and all actions against MMS for such alleged error. I. Client shall indemnify and reimburse MMS for any and all costs and expenses associated with any civil action arising under this Agreement, including but not limited to attorney's fees, costs, and expenses, unless Client unilaterally prevails in a court of competent jurisdiction. J, Upon complete execution of the Agreement, MMS shall have the right to commence the performance of its services immediately and shall continue its performance of said services thereafter until said services are complete. Client shall not have the right to terminate this Agreement or to cancel MMS's services unless the entire project of which MMS's services are a component part has been ceased or cancelled. In said event, Client shall give MMS written notice of the termination of the project. and MMS shall be entitled to payment for any services performed or• expenses incurred prior to receipt of said written notice. Page 1 of l