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HomeMy WebLinkAboutAment Design - Amendment to Professional Svcs Agmnt - 8.3.2020WEST RIDGEWAY AVENUE AT GREYHOUND DRIVE TRAFFIC SAFETY IMPROVEMENTS CITY OF WATERLOO, IOWA AMENDMENT TO PROFESSIONAL SERVICE AGREEMENT FOR CONSTRUCTION REVIEW SERVICES This Amendment for Construction Engineering services to the original Professional Services Agreement dated 4//8/2019 is made and entered by and between Ament Design, 625 32nd Avenue SW, Cedar Rapids, Iowa, hereinafter referred to as "AMENT" and City of Waterloo, Iowa, hereinafter referred to as "CLIENT." IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES AMENT shall perform professional Services (the "Services") in connection with CLIENT's facilities in accordance with the Scope of Services set forth in Exhibit A attached hereto. II. AMENT'S RESPONSIBILITIES AMENT shall, subject to the terms and provisions of this Agreement: (a) Appoint one or more individuals who shall be authorized to act on behalf of AMENT and with whom CLIENT may consult at all reasonable times, and whose instructions, requests, and decisions will be binding upon AMENT as to all matters pertaining to this Agreement and the performance of the parties hereunder. One of these individuals Ament is assigned as Project Manager. Ament Project Manager for this project is Michael G. Dryden, P.E. (b) Use all reasonable efforts to complete the Services within the time period mutually agreed upon, except for reasons beyond its control. Schedule shall be as defined in Attachment B. (c) Perform the Services in accordance with generally accepted professional engineering standards in existence at the time of performance of the Services. If during the two- year period following the completion of Services, it is shown that there is an error in the Services solely as a result of AMENT's failure to meet these standards, AMENT shall re -perform such substandard Services as may be necessary to remedy such error at no cost to CLIENT. Since AMENT has no control over local conditions, the cost of labor and materials, or over competitive bidding and market conditions, AMENT does not guarantee the accuracy of any construction cost estimates as compared to contractor's bids or the actual cost to the CLIENT. AMENT makes no other warranties either express or implied and the parties' rights, liabilities, responsibilities and remedies with respect to the quality of Services, including claims alleging negligence, breach of warranty and breach of contract, shall be exclusively those set forth herein. (d) AMENT shall, if requested in writing by CLIENT, for the protection of CLIENT, require from all vendors and subcontractors from which AMENT procures equipment, materials or services for the project, guarantees with respect to such equipment, materials and services. All such guarantees shall be made available to CLIENT to the full extent of the terms thereof. AMENT's liability with respect to such equipment, and materials obtained from vendors or services from subcontractors, shall be limited Page 88 of 141 to procuring guarantees from such vendors or subcontractors and rendering all reasonable assistance to CLIENT for the purpose of enforcing the same. (e) AMENT will be providing estimates of costs to the CLIENT covering an extended period of time. AMENT does not have control over any such costs, including, but not limited to, costs of labor, material, equipment or services furnished by others or over competitive bidding, marketing or negotiating conditions, or construction contractors' methods of determining their prices. Accordingly, it is acknowledged and understood that any estimates, projections or opinions of probable project costs provided herein by AMENT are estimates only, made on the basis of AMENT's experience and represent AMENT's reasonable judgment as a qualified professional. AMENT does not guaranty that proposals, bids or actual project costs will not vary from the opinions of probable costs prepared by AMENT, and the CLIENT waives any and all claims that it may have against AMENT as a result of any such variance. 1I1. CLIENT'S RESPONSIBILITIES CLIENT shall at such times as may be required for the successful and expeditious completion of the Services; (a) Provide all criteria and information as to CLIENT's requirements; obtain all necessary approvals and permits required from all governmental authorities having jurisdiction over the project; and designate a person with authority to act on CLIENT's behalf on all matters concerning the Services. (b) Furnish to AMENT all existing studies, reports and other available data pertinent to the Services, and obtain additional reports, data and services as may be required for the project. AMENT shall be entitled to rely upon all such information, data and the results of such other services in performing its Services hereunder (c) Appoints a Contract Administrator to represent the Client with full authority to administer this contract on behalf of the Client. Client's Contract Administrator for this project is Mohammad Elahi, Traffic Engineer. IV. INDEMNIFICATION AMENT agrees to indemnify and hold harmless CLIENT from and against any and all suits, actions, damages, loss, liability or costs (including, without limitation, reasonable attorneys' fees directly related thereto) for bodily injury or death of any person or damage to third party property if and to the extent arising from the negligent errors or omissions or willful misconduct of AMENT during the performance of the Services hereunder. V. INSURANCE Commencing with the performance of the Services, and continuing until the earlier of acceptance of the Services or termination of this Agreement, AMENT shall maintain standard insurance policies as follows: (a) Workers' Compensation and/or all other Social Insurance in accordance with the statutory requirements of the state having jurisdiction over AMENT's employees who are engaged in the Services, with Employer's Liability not less than One Hundred Thousand Dollars ($100,000) each accident; Page 89 of 141 (b) Commercial General Bodily Injury and Property Damage Liability and Automobile liability insurance including (owned, non -owned, or hired), each in a combined single limit of One Million Dollars ($1,000,000) each occurrence for bodily injury and property damage liability. This policy includes Contractual Liability coverage. AMENT agrees to name CLIENT as Additional Insured on this policy, but only to the extent of AMENT's negligence under this Agreement and only to the extent of the insurance limits specified herein. (c) Professional Liability Insurance with limits of $1,000,000 per claim and in the aggregate covering AMENT against all sums which AMENT may become legally obligated to pay on account of any professional liability arising out of the performance of this Agreement. AMENT agrees to provide CLIENT with certificates of insurance evidencing the above described coverage prior to the start of Services hereunder and annually thereafter if required. AMENT shall provide prompt notice to the CLIENT in the event of cancellation, material change, or nonrenewal per standard ISO Acord Form wording and the policy provisions. VI. COMPENSATION AND TERMS OF PAYMENT Compensation for the services shall be on an hourly basis in accordance with the hourly fees and other direct expenses in effect at the time the services are performed. Total compensation associated with the construction engineering phase of the Project is a not -to - exceed fee of Thirty Nine Thousand Dollars and no cents ($39,000.00). The fee is broken down in Attachment B and the standard hourly rates are outlined in Attachment C. A contingency amount of $7,800.00 has been established for this Agreement and the maximum amount payable under this agreement is $46,800.00. Written request by AMENT indicating the need and written approval by the Contract Administrator are needed prior to usage of the contingency amount. AMENT may bill the CLIENT monthly for services completed at the time of billing. CLIENT agrees to pay AMENT the full amount of such invoice within thirty (30) days after receipt thereof. In the event CLIENT disputes any invoice item, CLIENT shall give AMENT written notice of such disputed item within ten (10) days after receipt of invoice and shall pay to AMENT the undisputed portion of the invoice according to the provisions hereof. CLIENT agrees to abide by any applicable statutory prompt pay provisions currently in effect. VII. TERMINATION CLIENT may, with or without cause, terminate the Services at any time upon fourteen (14) days written notice to AMENT. The obligation to provide further Services under this Agreement may be terminated by either party upon fourteen (14) days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, providing such defaulting party has not cured such failure, or, in the event of a non -monetary default, commenced reasonable actions to cure such failure. In either case, AMENT will be paid for all expenses incurred and Services rendered to the date of the termination in accordance with compensation terms of Article VI. VIII. OWNERSHIP OF DOCUMENTS (a) Sealed original drawings, specifications, final project specific calculations and other instruments of service which AMENT prepares and delivers to CLIENT pursuant to this Agreement shall become the property of CLIENT when AMENT has been Page 90 of 141 compensated for Services rendered. CLIENT shall have the right to use such instruments of service solely for the purpose of the construction, operation and maintenance of the Facilities. Any other use or reuse of original or altered files shall be at CLIENT's sole risk without liability or legal exposure to AMENT and CLIENT agrees to release, defend and hold AMENT harmless from and against all claims or suits asserted against AMENT in the event such documents are used for a purpose different than originally prepared even though such claims or suits may be based on allegations of negligence by AMENT. Nothing contained in this paragraph shall be construed as limiting or depriving AMENT of its rights to use its basic knowledge and skills to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the work to be performed pursuant to this Agreement. (b) Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced and AMENT makes no warranty as to the compatibility of these files with any other system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings and the electronic files, the sealed drawings will govern. IX. MEANS AND METHODS (a) AMENT shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety measures and programs including enforcement of Federal and State safety requirements, in connection with construction work performed by CLIENT's construction contractors. Nor shall AMENT be responsible for the supervision of CLIENT's construction contractors, subcontractors or of any of their employees, agents and representatives of such contractors; or for inspecting machinery, construction equipment and tools used and employed by contractors and subcontractors on CLIENT's construction projects and shall not have the right to stop or reject work without the thorough evaluation and approval of the CLIENT. Not withstanding Ament's responsibility under the Scope of Services, in no event shall AMENT be liable for the acts or omissions of CLIENT's construction contractors subcontractors or any persons or entities performing any of the construction work, or for the failure of any of them to carry out construction work under contracts with CLIENT. (b) In order that AMENT may be fully protected against such third -party claims, CLIENT agrees to obtain and maintain for the benefit of AMENT the same indemnities and insurance benefits obtained for the protection of the CLIENT from any contractor or subcontractor working on the project and shall obtain from that contractor/subcontractor insurance certificates evidencing AMENT as an additional named insured. X. INDEPENDENT CONTRACTOR AMENT shall be an independent contractor with respect to the Services to be performed hereunder. Neither AMENT nor its subcontractors, nor the employees of either, shall be deemed to be the servants, employees, or agents of CLIENT. Page 91 of 141 XI. PRE-EXISTING CONDITIONS Anything herein to the contrary notwithstanding, title to, ownership of, legal responsibility and liability for any and all pre-existing contamination shall at all times remain with CLIENT. "Preexisting contamination" is any hazardous or toxic substance present at the site or sites concerned which was not brought onto such site or sites by AMENT. CLIENT agrees to release, defend, indemnify and hold AMENT harmless from and against any and all liability which may in any manner arise in any way directly or indirectly caused by such pre-existing contamination except if such liability arises from AMENT's sole negligence or willful misconduct. CLIENT shall, at CLIENT's sole expense and risk, arrange for handling, storage, transportation, treatment and delivery for disposal of pre-existing contamination. CLIENT shall be solely responsible for obtaining a disposal site for such material. CLIENT shall look to the disposal facility and/or transporter for any responsibility or liability arising from improper disposal or transportation of such waste. AMENT shall not have or exert any control over CLIENT in CLIENT's obligations or responsibilities as a generator in the storage, transportation, treatment or disposal of any pre-existing contamination. CLIENT shall complete and execute any governmentally required forms relating to regulated activities including, but not limited to generation, storage, handling, treatment, transportation, or disposal of pre-existing contamination. In the event that AMENT executes or completes any governmentally required forms relating to regulated activities including but not limited to storage, generation, treatment, transportation, handling or disposal of hazardous or toxic materials, AMENT shall be and be deemed to have acted as CLIENT's agent. For AMENT's Services requiring drilling, boring, excavation or soils sampling, CLIENT shall approve selection of the contractors to perform such services, all site locations, and provide AMENT with all necessary information regarding the presence of underground hazards, utilities, structures and conditions at the site. XII. LIMITATION OF LIABILITY CLIENT agrees that AMENT's liability for the act, error or omission in its performance of services under this Agreement shall in no event exceed the amount of the total compensation received by AMENT. It is intended by the parties to this Agreement that AMENT's services in connection with the project anticipated herein shall not subject AMENT's individual employees, officers, or directors to any personal legal exposure for the risks associated with this project. XIII. DISPUTE RESOLUTION If a dispute arises out of, or relates to, the breach of this Agreement and if the dispute cannot be settled through negotiation, then AMENT and the CLIENT agree to submit the dispute to mediation. In the event AMENT or the CLIENT desires to mediate any dispute, that party shall notify the other party in writing of the dispute desired to be mediated. If the parties are unable to resolve their differences within 10 days of the receipt of such notice, such dispute shall be submitted for mediation in accordance with the procedures and rules of the American Arbitration Association (or any successor organization) then in effect. The deadline for submitting the dispute to mediation can be changed if the parties mutually agree in writing to extend the time between receipt of notice and submission to mediation. The expenses of the mediator shall be shared 50 percent by AMENT and 50 percent by the CLIENT. This requirement to seek mediation shall be a condition required before filing an action at law or in equity. However, prior to or during the negotiations or the mediation either party may initiate Page 92 of 141 litigation that would otherwise be barred by a statute of limitations, and AMENT may pursue any property liens or other rights it may have to obtain security for the payment of its invoices. XIV. MISCELLANEOUS (a) This Agreement constitutes the entire agreement between the parties hereto and supersedes any oral or written representations, understandings, proposals, or communications heretofore entered into by or on account of the parties and may not be changed, modified, or amended except in writing signed by the parties hereto. In the event of any conflict between this contract document and any of the exhibits hereto, the terms and provisions of this contract document shall control. In the event of any conflict among the exhibits, the exhibit of the latest date shall control. (b) This Agreement shall be governed by the laws of the State of Iowa. (c) AMENT may subcontract any portion of the Services to a subcontractor approved by CLIENT. In no case shall CLIENT's approval of any subcontract relieve AMENT of any of its obligations under this Agreement. (d) In no event shall either party be liable to the other for indirect or consequential damages, including, but not limited to, loss of use, loss of profit or interruption of business, whether arising in contract, tort (including negligence), statute, or strict liability. (e) In the event CLIENT uses a purchase order form to administer this Agreement, the use of such form shall be for convenience purposes only, and any typed provision in conflict with the terms of this Agreement and all preprinted terms and conditions contained in or on such forms shall be deemed stricken and null and void. (f) This Agreement gives no rights or benefits to anyone other than CLIENT and AMENT and does not create any third -party beneficiaries to the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year written below. APPROVED FOR CITY OF WATERLOO APPROVED FOR AMENT DESIGN By. Quo, Hart Printed Name. Quentin Hart Title Mayor Date 8/3/2020 By: Printed Name: Michael G. Dryden, P.E. Title: Secretary/Treasurer Date: July 14, 2020 Page 93 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 ATTACHMENT A Scope of Services We will provide the following scope of services, performed by Ament Design in accordance with generally accepted standards of practice and including the services and supplies necessary to perform the tasks listed below. The Project involves: project management; utility coordination; construction administration; construction observation; materials testing; and construction surveys. The following provides a description of the tasks to be performed and identification of the proposed work. It is understood by the Owner and the Consultant that the level and frequency of Progress Reporting shall be mutually established for each project, taking into account the complexity and duration of the work to be performed. For this specific project it is agreed that progress reporting will be provided on a monthly basis The Consultant will monitor and review updates to the Iowa DOT's Instructional Memorandums (I.M.$), Road Design Manual, Standard Road Plans, Road Design Details. Updates requiring no additional effort on the part of the Consultant will be incorporated into the work by the Consultant. If the Consultant is of the opinion additional effort will be required, the Consultant will so notify the Contract Administrator, in accordance with Paragraph 4.7. The Contract Administrator will provide written approval or disapproval for the Consultant to incorporate said update into the work and indicate how payment for such work will be addressed. Project Identification Traffic Safety Improvements on West Ridgeway Avenue at Greyhound Drive. The improvements shall include the addition of an eastbound right -turn lane on West Ridgeway Avenue between Cyclone Drive and Greyhound Drive and the addition of traffic signals at the West Ridgeway Avenue and Greyhound Drive intersection. Engineering Design services for this Traffic Safety Improvements Project are expected to include: Construction Engineering services are expected to include the pre -construction meeting, utility coordination (if any), project observation, materials approval, reports, Weekly Report of Working Days to the Iowa Department of Transportation, pay estimates, post -construction Iowa Department of Transportation audit including as -constructed plans. Major Project Tasks • Project Management • Construction Phase Services Scope of Services The scope of services to be performed by the ENGINEER shall be completed in accordance with generally accepted standards of practice and shall include the services and supplies to perform tasks listed below. The Project involves: project management; utility coordination; and construction -related services including construction staking; on -site field reviews; construction observation and documentation; materials testing; record drawings, and construction administration including project close-out — for the Page 94 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 proposed improvement. The following provides a description of the tasks to be performed and identification of the proposed work. I. Construction -Related Services Construction Phase Services are assumed based upon a construction contract with a length of thirty-five (35) working days. A. Construction Surveys — This task includes the provision of horizontal and vertical field survey control in sufficient quantity, as necessary, to construct the project. This task also includes office calculations and the provision of field survey construction offsets and elevation staking, as needed by the Contractor, to construct the Project improvements. Project elements to be staked and/or checked include; 1. removal limits for pavement and sidewalk; 2. limited subgrade and grading (It is assumed that the Contractor will utilize GPS machine control for the majority of his/her roadway grading operations and that a limited amount of conventional grade staking will be required.); 3. storm sewer structures / adjustments / pipe and box culvert bends; 4. traffic signal poles and controller cabinet bases and handholes; 5. paving; 6. pedestrian ramps; and 7. right-of-way and temporary construction easement boundaries. This task also includes checking the constructed pedestrian ramps for compliance with design requirements. B. The ENGINEER shall perform construction administration for the OWNER during the Construction Phase of the Project. The ENGINEER shall perform nearly full-time construction observation for the OWNER during the Construction Phase of the Project. 1. General Administration of Construction Contract — Consult with OWNER and act as OWNER's representative. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned shall not be modified, except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to Contractor will be issued through ENGINEER, who shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in this Agreement except as otherwise provided in writing. 2. Resident Project Representative (RPR) — Provide the services of an RPR at the Site to assist the ENGINEER and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR are as set forth in Attachment I. The furnishing of such RPR's services will not extend ENGINEER's responsibilities or authority beyond the specific limits set forth elsewhere in this Agreement. 3. Pre -Construction Conference — Participate in a Pre -Construction Conference prior to commencement of Work at the Site. 4. Visits to Site and Observation of Construction — In connection with observations of Contractor's work in progress while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER deems necessary, in order to observe as an experienced and qualified design professional the progress and quality of the Work. Such visits and observations by Page 95 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 ENGINEER, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work in progress beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on ENGINEER's exercise of professional judgment as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and such observations, ENGINEER will determine, in general, if Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER shall keep OWNER informed of the progress of the Work. b. The purpose of ENGINEER's visits to, and representation by the Resident Project Representative, if any, at the Site, will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design professional, to provide for OWNER a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and preserved by Contractor. ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to Contractor's work, or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, ENGINEER 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 Documents. 5. Defective Work — Recommend to OWNER that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 6. Clarifications and Interpretations; Field Orders — Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 7. Change Orders and Work Change Directives — Recommend Change Orders and Work Change Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as required. 8. Shop Drawings and Samples — Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs Page 96 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 incident thereto. ENGINEER has an obligation to meet any Contractor's submittal schedule that has earlier been acceptable to ENGINEER. 9. Substitutes and "or -equal." — Evaluate and determine the acceptability of substitute or "or -equal" materials and equipment proposed by Contractor. 10. Inspections and Tests — Require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 11. Disagreements between OWNER and Contractor — Render formal written decisions on all claims of OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of Contractor's work. In rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 12. Applications for Payment — Based on ENGINEER's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. Determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such observations and review, that, to the best of ENGINEER's knowledge, information and belief, Contractor's work has progressed to the point indicated, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe Contractor's work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of Contractor's work (subject to any subsequent adjustments allowed by the Contract Documents). b. By recommending any payment, ENGINEER shall not thereby be deemed to have represented that observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes of recommending payments nor ENGINEER's recommendation of any payment including final payment will impose on ENGINEER responsibility to supervise, direct, or control Contractor's work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how Page 97 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the work in progress, materials, or equipment has passed to OWNER free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 13. Contractor's Completion Documents. a. Receive and review maintenance and operating instructions, schedules, and guarantees. b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved, and the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. c. ENGINEER shall transmit these documents to OWNER. 14. Substantial Completion — Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if the Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER considers the Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and Contractor. 15. Additional Tasks. Perform or provide the following additional Construction Phase tasks or deliverables: a. Attend weekly (or bi-monthly, if appropriate) progress meetings with Contractor and prepare and circulate copies of minutes. b. Perform weekly inspections of Storm Water Pollution Prevention Plan elements furnished, installed, and maintained by Contractor, such as silt fence, inlet protection devices, etc. c. Perform materials testing on engineered fill and subgrade and perform concrete (air and slump tests) and record test results for Portland cement concrete (PCC) pavement, sidewalk, driveways, cast -in -place structures, etc. in conformance with the requirements of the Iowa Department of Transportation (DOT) Construction Manual. If required, prepare test cylinders or beams, transport test specimens to the laboratory, perform strength tests on test specimens, and prepare and document test results. Team Services will perform this task. d. Perform PCC plant monitoring in conformance with the requirements of the Iowa DOT Construction Manual, Appendix 3-2. Team Services will perform this task. e. Prepare and furnish to OWNER Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor. f. Provide one reproducible and correctable printed copy of as -built record drawings and electronic disk in AutoCAD format of the as -built record drawings. g• Assemble necessary documentation for and assist Iowa Department of Transportation with post -construction final Project review and materials audit. Submit necessary documents for Page 98 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 final Project review, materials audit, and Project close-out to applicable regulatory agencies upon completion of construction. 16. Final Notice of Acceptability of the Work — Conduct a final inspection to determine if the completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also provide a notice that the Work is acceptable to the best of ENGINEER's knowledge, information, and belief and based on the extent of the services provided by ENGINEER under this Agreement. C. Duration of Construction Phase — The Construction Phase will commence with the execution of the first Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by ENGINEER for final payment to Contractors. If the Project involves more than one prime contract, Construction Phase services may be rendered at different times in respect to the separate contracts. D. Limitation of ENGINEER's Authority and Responsibilities — Neither ENGINEER's authority or respon- sibility under this Agreement or under any other provision of the Contract Documents nor any decision made by ENGINEER in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by ENGINEER shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by ENGINEER to CONTRACTOR, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. The limitations upon authority and responsibility set forth above shall also apply to ENGINEER's Consultants, Resident Project Representative, and assistants. II. Deliverables A. ENGINEER Deliverables 1. Minutes of project review meetings to meeting attendees. 2. Monthly progress reports (submitted with project invoices) to OWNER. 3. The deliverables indicated in Exhibit A-1 to OWNER and/or Iowa DOT, as appropriate. III. Owner's Responsibilities MATERIAL AND INFORMATION TO BE PROVIDED BY THE OWNER: The OWNER shall provide the following material and information related to the project: A. Permit applications that are only available from the OWNER that are necessary to commence with the construction of the proposed improvements. Page 99 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 TASKS TO BE PERFORMED BY THE OWNER: The OWNER shall perform the following tasks related to the project: A. Attend pre -construction conference, construction progress and other job -related meetings, and Substantial Completion and final payment inspections. B. Prepare and submit monthly and final claims for reimbursement to Iowa Department of Transportation. Page 100 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 ATTACHMENT B Schedule We will begin our services immediately after receipt of the executed Agreement, which will serve as a notice to proceed. We will complete our services by within approximately twelve (12) weeks of receipt of Notice to Proceed unless we are delayed by events, which are beyond our reasonable control. COMPENSATION We will provide the above Scope of Services for a Not -to -Exceed Fee amount of thirty-nine thousand and no cents ($39,000.00). Construction Surveys - Geotechnical/Testing Services - Construction Observation - Construction Administration - Total - $ 2,100.00 $ 3,200.00 $29,700.00 $ 4,000.00 $39,000.00 The Agreement amount indicated is for the tasks identified in the Scope of Service section above and does not include any tasks listed in the Additional Services section below. If, at any time during the work, the CONSULTANT determines that its actual costs will exceed the anticipated Agreement amount, it will promptly so notify the Contract Administrator in writing and describe what costs are causing the overrun and the reason. Overruns and additional expenses must receive City Council approval to be valid. The terms of this proposal are valid for 30 days from the date of this proposal. ADDITIONAL SERVICES The following are additional services you may require for your project. We can provide these services, but they are not part of this proposal at this time. 1. Design development and contract document preparation for any pedestrian and bicycle facilities. 2. Assistance with preparation of any permit applications required for project construction Page 101 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 ATTACHMENT C Standard Hourly Rates Technician I $70.00/hour Technician 2 $90.00/hour Engineer Intern $100.00/hour Land Survey Intern $100.00/hour Architecture Intern $100.00/hour Engineer $125.00/hour Land Surveyor $125.00/hour Architect $125.00/hour Senior Engineer $150.00/hour Senior Land Surveyor $150.00/hour Senior Architect $150.00/hour Engineer Manager $165.00/hour Land Survey Manager $165.00/hour Architect Manager $165.00/hour Administrative $75.00/hour Direct Costs: Mileage Currently at $0.575/ mi Bond Copies (per square foot) $0.40/ ea Copies (per copy) $0.20/ ea Postage Currently at $0.55/ oz Other direct reimbursable costs will be billed at cost plus 15%. Page 102 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 ATTACHMENT D DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OFRESIDENT PROJECT REPRESENTATIVE Resident Project Representative A. Ament Design shall provide a Resident Project Representative ("RPR"), assistants, and other field staff to assist Ament Design in observing progress and quality of the Work. The RPR, assistants, and other field staff under this Attachment I may provide full time representation or may provide representation to a lesser degree. B. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the RPR and assistants, Ament Design shall endeavor to provide further protection for City of Waterloo against defects and deficiencies in the Work. However, Ament Design shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over the Contractor's Work nor shall Ament Design have authority over or responsibility for the means, methods, techniques, sequences, or procedures selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress, for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's performing and furnishing the Work, or responsibility of construction for Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. In addition, the specific limitations set forth in Attachment A of the Agreement are applicable. C. The duties and responsibilities of the RPR are limited to those of Ament Design in the Agreement with the City of Waterloo and in the Contract Documents, and are further limited and described as follows: 1. General: RPR is Ament Design's agent at the Site, will act as directed by and under the supervision of Ament Design, and will confer with Ament Design regarding RPR's actions. RPR's dealings in matters pertaining to the Contractor's work in progress shall in general be with Ament Design and Contractor, keeping City of Waterloo advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with City of Waterloo with the knowledge of and under the direction of Ament Design. 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and schedule of values prepared by Contractor and consult with Ament Design concerning acceptability. 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project -related meetings, and prepare and circulate copies of minutes thereof. 4. Liaison: a. Serve as Ament Design's liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the Contract Documents. b. Assist Ament Design in serving as City of Waterloo's liaison with Contractor when Contractor's operations affect City of Waterloo's on -site operations. c. Assist in obtaining from City of Waterloo additional details or information, when required for proper execution of the Work. Page 103 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 5. Interpretation of Contract Documents: Report to Ament Design when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by Ament Design. 6. Shop Drawings and Samples: a. Record date of receipt of Samples and approved Shop Drawings. b. Receive Samples, which are furnished at the Site by Contractor, and notify Ament Design of availability of Samples for examination. c. Advise Ament Design and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by Ament Design. 7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report with RPR's recommendations to Ament Design. Transmit to Contractor in writing decisions as issued by Ament Design. 8. Review of Work and Rejection of Defective Work: a. Conduct on -Site observations of Contractor's work in progress to assist Ament Design in determining if the Work is in general proceeding in accordance with the Contract Documents. b. Report to Ament Design whenever RPR believes that any part of Contractor's work in progress will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise Ament Design of that part of work in progress that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 9. Inspections, Tests, and System Startups: a. Consult with Ament Design in advance of scheduled major inspections, tests, and systems startups of important phases of the Work. b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate City of Waterloo's personnel, and that Contractor maintains adequate records thereof. c. Observe, record, and report to Ament Design appropriate details relative to the test procedures and systems startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections, and report to Ament Design. 10. Records: a. Maintain at the Site orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Contract, Ament Design's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project related documents. b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Page 104 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to Ament Design. c. Record names, addresses and telephone numbers of all Contractors, subcontractors, and major suppliers of materials and equipment. d. Maintain records for use in preparing Project documentation. e. Upon completion of the Work, furnish original set of all RPR Project documentation to Ament Design. 11. Reports: a. Furnish to Ament Design periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. b. Draft and recommend to Ament Design proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. c. Furnish to Ament Design and City of Waterloo copies of all inspection, test, and system startup reports. d. Report immediately to Ament Design the occurrence of any Site accidents, any Hazardous Environmental Conditions, emergencies, or acts of God endangering the Work, and property damaged by fire or other causes. 12. Payment Requests: Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Ament Design, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 13. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Specifications to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to Ament Design for review and forwarding to City of Waterloo prior to payment for that part of the Work. 14. Completion: a. Before Ament Design issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. c. Participate in a final inspection in the company of Ament Design, City of Waterloo, and Contractor and prepare a final list of items to be completed or corrected. d. Observe whether all items on final list have been completed or corrected and make recommendations to Ament Design concerning acceptance and issuance of the Notice of Acceptability of the Work. Page 105 of 141 West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements July 14, 2020 D. Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or -equal" items). 2. Exceed limitations of Ament Design's authority as set forth in the Agreement or the Contract Documents. 3. Undertake any of the responsibilities of Contractor, subcontractors, suppliers, or Contractor's superintendent. 4. Advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of Contractor's work unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding, or assume control over safety precautions and programs in connection with the activities or operations of City of Waterloo or Contractor. 6. Participate in specialized field or laboratory tests or inspections conducted off -site by others except as specifically authorized by Ament Design. 7. Accept Shop Drawing or Sample submittals from anyone other than Contractor. 8. Authorize City of Waterloo to occupy the Project in whole or in part. Page 106 of 141