HomeMy WebLinkAboutRobinson Engineering - Scope of Services (North Crossing) - 4.5.2021 STANDARD FORM OF AGREEMENT
BETWEEN
THE CITY OF WATERLOO AND
ROBINSON ENGINEERING COMPANY
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of April 5, 2021 between the City of Waterloo
("OWNER") and Robinson Engineering_ ompany ("ENGINEER").
OWNER intends to complete the North Crossing Regional Planning and Design within the City
of Waterloo (the"Project").
OWNER and Engineer in consideration of their mutual covenants herein agree in respect of the
performance or furnishing of professional engineering services by ENGINEER with respect to
the Project and the payment for those services by OWNER as set forth below. Execution of this
Agreement by ENGINEER and OWNER constitutes OWNER's written authorization to
ENGINEER to proceed on the date first above written with the first phase of the Basic Services
described in Section 2 below and as further set forth in Exhibit A, "Further Description of Basic
Engineering Services and Related Matters" ("Exhibit A") and in the other exhibits listed in
Section 9 below. This agreement will become effective on the date first above written.
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SECTION 1 —GENERAL 1.3.2 Agreement. Agreement means this Standard
Form of Agreement between OWNER and
1.1 Standard of Care. ENGINEER for Professional Services including
those exhibits listed in Section 9 of this Agreement.
ENGINEER shall perform for or furnish to OWNER
professional engineering and related services in all 1.3.3 Basic Services. Basic Services means the
phases of the Project to which this Agreement applies services to be performed for or furnished to OWNER
as hereinafter provided. ENGINEER shall serve as by ENGINEER described in Section 2 of this
OWNER's prime design professional and engineering Agreement.
representative for the Project providing professional
engineering consultation and advice with respect 1.3.4 Construction Cost. Construction Cost means
thereto. ENGINEER may employ such ENGINEER's the total cost to OWNER of those portions of the
Consultants as ENGINEER deems necessary to assist in entire Project designed or specified by ENGINEER.
the performance or furnishing of professional Construction Cost does not include ENGINEER's
engineering and related services hereunder. compensation and expenses,the cost of land,rights-
ENGINEER shall not be required to employ any of-way,or compensation for or damages to
ENGINEER's Consultants unacceptable to properties,or OWNER's legal,accounting,insurance
ENGINEER. counseling or auditing services,or interest and
financing charges incurred in connection with the
The standard of care for all professional engineering Project or the cost of other services to be provided by
and related services preformed or furnished by others to OWNER pursuant to Section 4 of this
ENGINEER under this Agreement will be the care and Agreement. Construction Cost is one of the items
skill ordinarily used by members of ENGINEER's comprising Total Project Costs.
profession practicing under similar conditions at the
same time and in the same locality. ENGINEER makes 1.3.5 Contractor. Contractor means the person or
no warranties,express or implied,under this Agreement entity with whom OWNER enters into a written
or otherwise,in connection with ENGINEER's agreement covering construction work to be
services. performed or furnished with respect to the Project.
1.2 Coordination with Other Documents 1.3.6 ENGINEER's Consultant. ENGINEER's
Consultant means a person or entity having a contract
It is the intention of the parties that the Standard with ENGINEER to perform or furnish Basic or
General Conditions will be used as the General Additional Services as ENGINEER's independent
Conditions for the Project and that all amendments professional associate or consultant engaged directly
thereof and supplements there to will be generally on the Project.
consistent there with. Except as otherwise defined
herein,the terms which have an initial capital letter in 1.3.7 Reimbursable Expense. Reimbursable
this Agreement and are defined in the Standard General Expenses means the expenses incurred directly in
Conditions will be used in this Agreement as defined in connection with the performance or furnishing of
the Standard General Conditions. The term"defective" Basic and Additional Services for the Project for
will be used in this Agreement as defined in the which OWNER shall pay ENGINEER as indicated in
Standard General Conditions. Exhibit B,"Payments to Engineer for Services and
Reimbursable Expenses"("Exhibit B").
1.3 Definitions
1.3.9 Standard General Conditions. Standard
Wherever used in this Agreement the following terms General Conditions means the Standard General
have the meanings indicated which are applicable to Conditions of the Construction Contract(No. 1910-8)
both the singular and plural thereof: (1990 Edition)of the Engineers Joint Contract
Documents Committee.
1.3.1 Additional Services. Additional Services means
the services to be performed for or furnished to 1.3.10 Total Project Costs. Total Project Costs
OWNER by ENGINEER described in Section 3 of this means the sum of the Construction Cost,allowances
Agreement. for contingencies,the total costs of design
professional and related services provided by
ENGINEER and(on the basis of information
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furnished by OWNER)allowances for such other items requirements including,but not limited to,changes in
as charges of all other professionals and consultants,for size,complexity,OWNER's schedule,character of
the cost of land and rights-of-way,for compensation for construction or method of financing;and revising
or damages to properties,for interest and financing previously accepted studies,reports,Drawings,
charges and for other services to be provided by others Specifications,or Contract Documents when such
to OWNER under paragraph 4.4,4.5 and 4.7 through revisions are required by changes in laws,rules,
4.14,inclusive. regulations,ordinances,codes or orders enacted
subsequent to the preparation of such studies,reports,
Drawings, Specifications,or Contract Documents,or
SECTION 2-BASIC SERVICES OF ENGINEER are due to any other causes beyond ENGINEER's
control.
The duties and responsibilities of ENGINEER are set
forth and supplemented as indicated in Exhibit A. 3.1.5. Services resulting from facts revealed about
conditions:
SECTION 3 -ADDITIONAL SERVICES OF 3.1.5.1 which are different from information about
ENGINEER such conditions that OWNER previously provided to
ENGINEER under paragraph 4.4 and upon which
3.1 Additional Services Requiring Authorization in ENGINEER was entitled to rely;or
Advance.
3.1.5.2.as to which OWNER had responsibility to
If authorized in writing by OWNER,ENGINEER shall provide information under paragraph 4.4 is such
furnish or obtain from others Additional Services of the information was not previously provided.
types listed in paragraph 3.1.1 through 3.1.19,
inclusive,as amended and supplemented as indicated in 3.1.6. Providing renderings or models for OWNER's
Exhibit A. These services are not included as part of use.
Basic Services except to the extent otherwise provided
in Exhibit A. These services will be paid for by 3.1.7. Preparing documents for alternate bids
OWNER as indicated in Section 6. requested by OWNER for Contractor's work which is
not executed or documents for out-of-sequence work.
3.1.1. Preparation of applications and supporting
documents(in addition to those furnished under Basic 3.1.8. Undertaking investigations and studies
Services)for private or governmental grants,loans or including,but not limited to,detailed consideration of
advances in connection with the Project;preparation or operations,maintenance and overhead expenses;the
review of environmental assessments and impact preparation of feasibility studies,cash flow and
statements;review and evaluation of the effect on the economic evaluations,rate schedules and appraisals;
design requirements of the Project of any such assistance in obtaining financing for the Project;
statements and documents prepared by others;and evaluating processes available for licensing and
assistance in obtaining approvals of authorities having assisting OWNER in obtaining process licensing;
jurisdiction over the anticipated environmental impact detailed quantity surveys of materials,equipment and
of the Project. labor;and audits or inventories required in
connection with construction performed by OWNER.
3.1.2. Services to make measured drawings of or to
investigate existing conditions or facilities,or to verify 3.1.9. Furnishing services of ENGINEER's
the accuracy of drawings or other information furnished Consultants for other than Basic Services;and
by OWNER. furnishing data or services of the types described in
paragraph 4.4 when OWNER employs ENGINEER
3.1.3. Services resulting from evaluation by to provide such data or services in lieu of furnishing
ENGINEER during the Study and Report Phase at the same under paragraph 4.4.
OWNER's request of alternative solutions in addition
to those specified in Exhibit A. 3.1.10. Services attributable to a variation in the
number of prime contracts from the number specified
3.1.4. Services resulting from significant changes in in Exhibit A for work designed or specified by
the scope,extent or character of the portions of Project ENGINEER.
designed or specified by ENGINEER or its design
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3.1.11. Services during out-of-town travel required of
ENGINEER other than visits to the site or OWNER's 4.1. Designate in writing a person to act as
office as required by Section 2. OWNER's representative with respect to the services
to be performed or furnished by ENGINEER under
3.1.12. Preparing for,coordinating with,participating this Agreement. Such person will have complete
in and responding to structured independent review authority to transmit instructions,receive
processes,including,but not limited to,Construction information,interpret and define OWNER's policies
Management,Cost Estimating,Project Peer Review, and decisions with respect to ENGINEER's services
Value Engineering and Constructability Review for the Project.
requested by OWNER;and performing or furnishing
services required to revise studies,reports,Drawings, 4.2. Provide all criteria and full information as to
Specifications or Contract Documents as a result of OWNER's requirements for the Project,including
such review processes. design objectives and constraints,space,capacity and
performance requirements,flexibility and
3.1.13. Determining the acceptability of substitute expendability,and any budgetary limitations;and
materials and equipment proposed during the Bidding furnish copies of all design and construction
or Negotiating Phase when substitution prior to the standards which OWNER will require to be included
award of contracts is allowed by the Bidding in the Drawings and Specifications.
Documents.
4.3. Assist ENGINEER by placing at ENGINEER's
3.1.14. Providing field surveys for design purposes, disposal all available information pertinent to the
engineering surveys and staking to enable Contractor to Project including previous reports and any other data
proceed with its work,and any type of property surveys relative to design or construction of the Project.
or related engineering services needed for the transfer
of interests in real property;and providing other special 4.4. Furnish to ENGINEER,as requested by
field surveys. ENGINEER for performance of Basic Services or as
required by the Contract Documents,the following:
3.1.15. Preparation of operating,maintenance and
staffing manuals to supplement Basic Services under 4.4.1. data prepared by or services by others,
paragraph 2.6.3. including without limitation explorations and tests of
subsurface conditions at or contiguous to the site,
3.1.16. Preparing to serve or serving as a consultant or drawings of physical conditions in or relating to
witness for OWNER in any litigation,arbitration or existing surface or subsurface structures at or
other legal or administrative proceeding involving the contiguous to the site,or hydrographic surveys;
Project(except for assistance in consultations which is
included as part of Basic Services under paragraph 4.4.2. the services of an independent testing
2.1.3 and 2.3.2). laboratory to perform all inspections,tests and
approvals of samples,materials and equipment prior
3.1.17. Providing more extensive services required to to and after installation,or to evaluate the
enable ENGINEER to issue notices or certifications performance of materials,equipment and facilities of
requested by OWNER under paragraph 4.12. OWNER,prior to specification,and during
construction;
3.1.18. Other additional services performed or
furnished by ENGINEER in connection with the 4.4.3. appropriate professional interpretations of all
Project,including services which are to be furnished by the foregoing;
OWNER under Section 5,and services not otherwise
provided for in this Agreement. 4.4.4. environmental assessments,audits,
investigations and impact statements,and other
relevant environmental or cultural studies as to the
SECTION 4-OWNER'S RESPONSIBILITIES Project,the site and adjacent areas;
Except as otherwise provided in Exhibit A,OWNER 4.4.5. field surveys for design purposes and
shall do the following in a timely manner so as not to property,boundary,easement,right-of-way,
delay the services of ENGINEER and shall bear all topographic and utility surveys or data,including
costs incident thereto: relevant reference points;
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4.10. Provide such inspection or monitoring services
4.4.6. property descriptions; by an individual or entity other than ENGINEER as
OWNER may desire to verify:
4.4.7. zoning,deed and other land use restrictions;
and 4.10.1. that Contractor is complying with any law,
rule,regulation,ordinance,code or order applicable
4.4.8. other special data or consultations not covered to Contractor's performing and furnishing the work;
in Section 2. or
OWNER shall be responsible for,and ENGINEER may 4.10.2. that Contractor is taking all necessary
rely upon,the accuracy and completeness of all reports, precautions for safety of persons or property and
data and other information furnished pursuant to this complying with any special provisions of the
paragraph. ENGINEER may use such reports,data and Contract Documents applicable to safety.
information in performing or furnishing services under
this Agreement. ENGINEER does not undertake in this Agreement to
perform the services referred to in 4.10.1 and 4.10.2
4.5. Provide,as required by the Contract Documents, above. The identity of any individual or entity
engineering surveys and staking to enable Contractor to employed to perform such services and the scope of
proceed with the layout of the work,and other special such services will be disclosed to ENGINEER.
field surveys.
4.11. Advise ENGINEER of the identity and scope
4.6. Provide official letter stating reason for access of services of any independent consultants employed
requests. ENGINEER will be responsible for getting by OWNER to perform or furnish services in regard
final permission for access during project. to the Project,including,but not limited to,
Construction Management,Cost Estimating,Project
4.7. Examine all alternate solutions,studies,reports, Peer Review,Value Engineering and Constructability
sketches,Drawings, Specifications,proposals and other Review. If OWNER designates a person or entity
documents presented by ENGINEER(including other than,or in addition to,ENGINEER to represent
obtaining advice of an attorney,insurance counselor OWNER at the site,OWNER shall define and set
and other consultants as OWNER deems appropriate forth in an exhibit that is to be mutually agreed upon
with respect to such examination)and render in writing and attached to and make a part of this Agreement
decisions pertaining thereto. before such services begin,the duties,responsibilities
and limitations of authority of such other party and
4.8. Provide approvals and permits from all the relation thereof to the duties,responsibilities and
governmental authorities having jurisdiction to approve authority of ENGINEER.
the portions of the Project designed or specified by
ENGINEER and such approvals and consents from 4.12. Prior to the commencement of the Construction
others as may be necessary for completion of such Phase,notify ENGINEER of any variations in the
portions of the Project. language of the Notice of Acceptability of Work,or
of any notice or certification other than such Notice
4.9. Provide,as may be required for the Project: that ENGINEER will be requested to provide to
OWNER or third parties in connection with the
4.9.1. accounting,bond and financial advisory, financing or completion of the Project. OWNER and
independent cost estimating and insurance counseling ENGINEER shall reach agreement on the terms of
services; any such requested notice or certification and
OWNER shall authorize such Additional Services as
4.9.2. such legal services as OWNER may require or are necessary to enable ENGINEER to provide the
ENGINEER may reasonably request with regard to notice or certification requested under this paragraph.
legal issues pertaining to the Project,including any that
may be raised by Contractor;and 4.13. If more than one prime contract is to be
awarded for work designed or specified by
4.9.3. such auditing services as OWNER may require ENGINEER,designate a person or entity to have
to ascertain how or for what purpose Contractor has authority and responsibility for coordinating the
used the moneys paid on account of the Contract Price. activities among the various prime contractors,and
define and set forth the duties,responsibilities and
Page 5 of 15
limitations of authority of such person or entity and the the time of performance of ENGINEER's services
relation thereof to the duties,responsibilities and shall be adjusted equitably.
authority of ENGINEER in an exhibit that is to be
mutually agreed upon and attached to and made a part 5.3. If OWNER fails to give prompt written
of this Agreement before such services begin. authorization to proceed with any phase of services
after completion of the immediately preceding phase,
4.14. Furnish to ENGINEER data or estimated figures or if the Construction Phase has not commenced
as to OWNER's anticipated costs for services to be within the stipulated period identified in this
provided by others for OWNER(such as services Agreement after completion of the Final Design
pursuant to paragraph 4.4,4.5 and 4.7 through 4.14, Phase or does not proceed in an orderly and
inclusive)and other costs of the types referred to in continuous progression,ENGINEER may,after
paragraph 2.1.5 so that ENGINEER may make the giving seven days'written notice to OWNER,
necessary calculations to develop and periodically suspend serviced under this Agreement.
adjust ENGINEER's opinion of Total Project Costs.
5.4. If ENGINEER's services for design or during
4.15. Attend the pre-bid conference,bid opening, construction of the Project are delayed or suspended
preconstruction conferences,construction progress and in whole or in part by OWNER:
other job related meetings and Substantial Completion
and final payment inspections. 5.4.1. for more than three months through no fault
of ENGINEER,ENGINEER shall be entitled to
4.16. Give prompt written notice to ENGINEER equitable adjustment of rates and amounts of
whenever OWNER observes or otherwise becomes compensation provided for elsewhere in this
aware of any development that affects the scope or time Agreement to reflect,among other things,reasonable
of performance or furnishing of ENGINEER's services, costs incurred by ENGINEER in connection with
or any defect or nonconformance in ENGINEER's such delay or suspension and reactivation and the fact
services or in the work of any Contractor. that the time for performance under this Agreement
has been revised;or
4.17. Furnish,or direct ENGINEER to provide,
Additional Services as stipulated in paragraph 3.1 of 5.4.2. for more than one year through no fault of
this Agreement or other services as required. ENGINEER,or if ENGINEER for any reason is
required to render Construction Phase services more
than one year after Substantial Completion is
SECTION 5-TIMES FOR RENDERING SERVICES achieved,the rates and amounts of compensation
provided for elsewhere in this Agreement will be
5.1. ENGINEER's services and compensation under subject to equitable adjustment to reflect,among
this Agreement have been agreed to in anticipation of other things,changes in the various elements that
the orderly and continuous progress of the Project comprise such rates of compensation.
through completion of the Construction Phase. Unless
specific periods of time or specific dates for providing 5.5. In the event that the work designed or specified
services are specified in this Agreement,ENGINEER's by ENGINEER is to be performed or furnished under
obligation to render services hereunder will extend for a more than on prime contract,or if ENGINEER's
period which may reasonably be required for the services are to be separately sequenced with the work
design,award of construction contracts,construction of one or more prime contractors(such as in the case
and initial operation of the Project including extra work of fast-tracing),OWNER and ENGINEER shall,
and required extensions thereto. prior to commencement of the Final Design Phase,
develop a schedule for performance of ENGINEER's
5.2. If in this Agreement specific periods of time for services during the Final Design,Bidding or
rendering services are set forth or specific dates by Negotiating and Construction Phases in order to
which services are to be completed are provided and if sequence and coordinate properly such services as are
such periods of time or dates are changed through no applicable to the work under such separate prime
fault of ENGINEER,the rates and amounts of contracts. This schedule is to be prepared and
compensation provided for herein shall be subject to included in Exhibit A whether or not the work under
equitable adjustment. If OWNER has requested such contracts is to proceed concurrently.
changed in the scope,extent or character of the Project,
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SECTION 6-PAYMENTS TO ENGINEER FOR
SERVICES AND REIMBURSABLE EXPENSES 6.2.3.1.1. Upon the completion of any phase of
Basic Services,progress payments due ENGINEER
6.1. Method of Payment for Services and Expenses in accordance with this Agreement for all such
of ENGINEER. services performed or furnished by ENGINEER and
ENGINEER's Consultants through the completion of
6.1.1. For Basic Services. OWNER shall pay such phase will constitute total payment for such
ENGINEER for Basic Services performed or furnished services. ENGINEER also will be paid for all unpaid
under Section 2 on the basis set forth in Exhibit B. Additional Services and unpaid Reimbursable
Expenses.
6.1.2. For Additional Services. OWNER shall pay 6.2.3.1.2. During any phase of the Basic
ENGINEER for Additional Services performed or Services,ENGINEER also will be paid for such
furnished under Section 3 on the basis set forth in services performed or furnished in accordance with
Exhibit B. this Agreement by ENGINEER during that phase
through the date of termination on the basis specified
6.1.3. For Reimbursable Expenses. In addition to in Exhibit B. ENGINEER also will be paid for the
payments provided for in paragraph 6.1.1 and 6.1.2, charges of ENGINEER's Consultant employed to
OWNER shall pay ENGINEER for Reimbursable perform or furnish Basic Services to the extent such
Expenses incurred by ENGINEER and ENGINEER's services have been performed or furnished in
Consultants as set forth in Exhibit B. The amount accordance with this Agreement through the effective
payable for Reimbursable Expenses will include a date of the termination. ENGINEER also will be
factor to the extent so indicated in Exhibit B. paid for all unpaid Additional Services and unpaid
Reimbursable Expenses.
6.2. Other Provisions Concerning Payments.
6.2.3.2. Termination by OWNER for Convenience.
6.2.1. Preparation of Invoices. Invoices for Basic and In the event of termination by OWNER under
Additional Services and Reimbursable Expenses will be paragraph 8.1.2:
prepared in accordance with ENGINEER's standard
invoicing practices and will be submitted to OWNER 6.2.3.2.1. Upon the completion of any phase of
by ENGINEER at least monthly. The amount billed for Basic Services,progress payments due ENGINEER
Basic Services and Additional Services in each invoice in accordance with this Agreement for all such
will be calculated on the basis set forth in Exhibit B. services performed or furnished by ENGINEER and
Invoices are due and payable on receipt. ENGINEER's Consultant through the completion of
such phase will constitute total payment for such
6.2.2. Unpaid Invoices. If OWNER fails to make any services. ENGINEER also will be paid for all unpaid
payment due ENGINEER for services and expenses Additional Services and unpaid Reimbursable
within thirty days after receipt of ENGINEER's invoice Expenses,and for termination expenses under
therefore,the amount due ENGINEER will be subparagraph 6.2.3.2.3 below.
increased at the rate of 1.5%per month(or the
maximum rate of interest permitted by law,if less)from 6.2.3.2.2. During any phase of Basic Services,
said thirtieth day;and,in addition,ENGINEER may, ENGINEER also will be paid for such services
after giving seven days' written notice to OWNER, performed or furnished by ENGINEER during that
suspend services under this Agreement until phase through the date of termination on the basis
ENGINEER has been paid in full all amounts due for specified in Exhibit B. In addition,ENGINEER will
services,expenses and charges. Payments will be be paid for the charges of ENGINEER's Consultants
credited first to interest and then to principal. In the employed to perform or furnish Basic Services
event of a disputed or contested billing,only that through the effective date of the termination.
portion so contested may be withheld from payment, ENGINEER also will be paid for all unpaid
and the undisputed portion will be paid. Additional Services and unpaid Reimbursable
Expenses,and for termination expenses under
6.2.3. Payments Upon Termination subparagraph 6.2.3.2.3 below.
6.2.3.1. Termination by OWNER for Cause. In the 6.2.3.2.3. In the event of termination by OWNER
event of termination by OWNER for cause under for convenience during or at completion of any phase
paragraph 8.1.1: of Basic Services,OWNER shall pay ENGINEER's
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reasonable expenses directly attributable to termination 8.1.1.1. by either party upon thirty days' written
in accordance with rates applicable to the various notice in the event of substantial failure by the other
categories of Additional Services measured from the party to perform in accordance with the terms hereof
date of termination,including other fair and reasonable through no fault of the terminating party.
sums for overhead and profit,and costs of terminating Notwithstanding the foregoing,this Agreement will
contracts with ENGINEER's Consultants. not terminate as a result of such substantial failure if
the party receiving such notice begins,within seven
6.2.3.3. Termination by ENGINEER for Cause. In days of receipt of such notice,to correct its failure to
the event of termination by ENGINEER for cause under perform and proceeds diligently to cure such failure
paragraph 8.1.1,ENGINEER shall be entitled to receive within no more than thirty days of receipt thereof,
compensation calculated as set forth in paragraph provided, however, that if and to the extent such
6.2.3.2. substantial failure cannot be reasonably cured within
such thirty0day period,and if such party has
6.2.4. Records of ENGINEER's Costs. Records of diligently attempted to cure the same and thereafter
ENGINEER's costs pertinent to ENGINEER's continued diligently to cure the same,then the cure
compensation under this Agreement will be kept in period provided from herein shall extend up to,but in
accordance with generally accepted accounting no case more than,sixty days after the date of receipt
practices. Copies will be made available to OWNER at of the notice.
cost on request prior to final payment for ENGINEER's
services. 8.1.1.2. by ENGINEER:
8.1.1.2.1. upon seven days'written notice if
SECTION 7—OPINIONS OF COST ENGINEER believes that ENGINEER is being
requested by OWNER to furnish or perform services
7.1. Opinions of Probable Construction Costs. contrary to ENGINEER's responsibilities as a
licensed design professional;or
ENGINEER's opinions of probably Construction Cost
provided for herein are to be made on the basis of 8.1.1.2.2. upon seven days'written notice if the
ENGINEER's experience and qualifications and ENGINEER's services for design or during the
represent ENGINEER's best judgment as an construction of the Project are delayed or suspended
experienced and qualified professional engineer for more than ninety days for reasons beyond
generally familiar with the construction industry. ENGINEER's control.
However,since ENGINEER has no control over the
cost of labor,materials,equipment or services furnished 8.1.1.2.3. In the case of termination under this
by others,or over the Contractor's methods of paragraph 8.1.1.2,ENGINEER shall have no liability
determining prices,or over competitive bidding or to OWNER on account of such termination.
market conditions,ENGINEER cannot and does not
guarantee that proposals,bids or actual Construction 8.1.2. For convenience,by OWNER effective upon
Cost will not vary from opinions of probably the receipt of notice by ENGINEER.
Construction Cost prepared by ENGINEER. If
OWNER wishes greater assurance as to probable 8.2. Reuse of Documents.
Construction Cost,OWNER shall employ an
independent cost estimator as provided in paragraph All documents including Drawings and
4.9.1. Specifications provided or furnished by ENGINEER
(or ENGINEER's Consultants)pursuant to this
Agreement are instruments of service in respect of
SECTION 8-GENERAL CONSIDERATIONS the Project,and ENGINEER and ENGINEER's
Consultants,as appropriate,shall retain an ownership
8.1. Termination. and property interest therein(including the right of
reuse by and at the direction of ENGINEER and
The obligation to provide further services under this ENGINEER's Consultants,as appropriate)whether
Agreement may be terminated: or not the Project is completed. OWNER may make
and retain copies for information and reference in
8.1.1. For cause, connection with the use and occupancy of the Project
by OWNER and others;however,such documents
Page 8 of 15
are not intended or represented to be suitable for reuse law or the effect of this limitation may be restricted
by OWNER or others on extension of the Project or on by law. Unless specifically stated to the contrary in
any other project. Any such reuse without written any written consent to an assignment,no assignment
verification or adaptation by ENGINEER and will release or discharge the assignor from any duty
ENGINEER's Consultants,as appropriate,for the or responsibility under this Agreement.
specific purpose intended will be at OWNER's sole risk
and without liability or legal exposure to ENGINEER, 8.5.3. Unless expressly provided otherwise in this
or to ENGINEER's Consultants,and OWNER shall Agreement:
indemnify and hold harmless ENGINEER and
ENGINEER's Consultants from all claims,damages, 8.5.3.1. Nothing in this Agreement shall be
losses and expenses including attorneys' fees arising construed to create,impose or give rise to any duty
out of or resulting therefrom. Any such verification or owed by ENGINEER to any Contractor,
adaptation will entitle ENGINEER to further Subcontractor, Supplier,other person or entity,or to
compensation at rates to be agreed upon by OWNER any surety for or employee of any of them,or give
and ENGINEER. any rights in or benefits under this Agreement to
anyone other than OWNER and ENGINEER,
8.3. Insurance.
8.5.3.2. All duties and responsibilities undertaken
8.3.1. ENGINEER shall procure and maintain pursuant to this Agreement will be for the sole and
insurance for protection from claims under workers' exclusive benefit of OWNER and ENGINEER and
compensation acts,claims for damages because of not for the benefit of any other party. The OWNER
bodily injury including personal injury,sickness or agrees that the substance of the provisions of this
disease or death of any and all employees or of any paragraph shall appear in the Contract Documents.
person other than such employees,and from claims or
damages because of injury to or destruction of property 8.6. Dispute Resolution.
including loss of use resulting therefrom. ENGINEER
shall list OWNER as an additional insured on If and to the extent that OWNER and ENGINEER
ENGINEER's general liability insurance policy. have agreed on a method and procedure for resolving
disputes between them arising out of or relating to
this Agreement,such dispute resolution method and
8.4. Controlling Law. procedure,if any,is set forth in Exhibit G,"Dispute
Resolution." OWNER and ENGINEER agree to
This Agreement is to be governed by the law of the negotiate in good faith for a period of thirty days
principal place of business of ENGINEER. from the date of notice of all disputes between them
prior to exercising their rights under Exhibit G or
other provisions of this Agreement,or under law.
8.5. Successors and Assigns.
8.5.1. OWNER and ENGINEER each is hereby bound
and the partners,successors,executors,administrators
and legal representatives of OWNER and ENGINEER
(and to the extent permitted by paragraph 8.5.2 the
assigns of OWNER and ENGINEER)are hereby bound
to the other party to this Agreement and to the partners,
successors,executors,administrators and legal
representatives(and said assigns)of such other party,in
respect of all covenants,agreements and obligations of
this Agreement.
8.5.2. Neither OWNER nor ENGINEER may assign,
sublet or transfer any rights under or interest(including,
but without limitation,moneys that may become due or
moneys that are due)in this Agreement without the
written consent of the other,except to the extent that
any assignment,subletting or transfer is mandated by
Page 9 of 15
8.7. Allocation of Risks—Indemnification. by a nationally recognized overnight courier service.
All notices shall be effective upon the date of receipt.
8.7.1. To the fullest extent permitted by law,
ENGINEER shall indemnify and hold harmless 8.9. Survival.
OWNER,OWNER's officers,directors,partners,
employees and agents from and against any and all All express representations,indemnifications or
claims,costs,losses and damages(including but not limitations of liability made in or given in this
limited to all fees and charges of engineers,architects, Agreement will survive the completion of all services
attorneys and other dispute resolution costs)caused of ENGINEER under this Agreement or the
solely by the negligent acts or omissions of termination of this Agreement for any reason.
ENGINEER or ENGINEER's officers,directors,
partners,employees,agents and ENGINEER's 8.10. Severability.
Consultants in the performance and furnishing of
ENGINEER's services under this Agreement. The Any provision or part of the Agreement held to be
indemnification provision of the preceding sentence is void or unenforceable under any law or regulation
subject to and limited by the provisions agreed to by shall be deemed stricken,and all remaining
OWNER and ENGINEER in Exhibit H,"Allocation of provisions shall continue to be valid and binding
Risk",if any. upon OWNER and ENGINEER,who agree that the
Agreement shall be reformed to replace such stricken
8.7.2. To the fullest extent permitted by law,OWNER provision or part thereof with a valid and enforceable
shall indemnify and hold harmless ENGINEER, provision that comes as close as possible to
ENGINEER's officers,directors,partners,employees expressing the intention of the stricken provision.
and agents and ENGINEER's Consultants from and
against any and 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 solely by the negligent acts or omissions
of OWNER or OWNER's officers,directors,partners,
employees,agents and OWNER's consultant with
respect to this Agreement or the Project.
8.7.3. In addition to the indemnity provided under
paragraph 8.7.2 of this Agreement,and to the fullest
extent permitted by law,OWNER shall indemnify and
hold harmless ENGINEER and its officers,directors,
partners,employees and agents and ENGINEER's
Consultants form 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.
8.8. Notices.
Any notice required under this Agreement will be in
writing,addressed to the appropriate party at the
address which appears on the signature page to this
Agreement(as modified in writing from time to time by
such party)and given personally,by registered or
certified mail,return receipt requested,by facsimile,or
Page 10 of 15
SECTION 9-EXHIBITS AND SPECIAL 9.1.2. Exhibit B,"Payment to Engineer for Services
PROVISIONS and Reimbursable Expenses",consisting of 1 pages.
9.1. This Agreement is subject to the provisions of the 9.2. This Agreement(consisting of pages 1 to 14,
following Exhibits which are attached to and make a inclusive and the Exhibits identified above)
part of the Agreement: constitutes the entire agreement between OWNER
and ENGINEER and supersedes all prior written or
9.1.1. Exhibit A,"Further Description of Basic oral understandings. This Agreement may only be
Engineering Services and Related Matters",consisting amended,supplemented,modified or cancelled by a
of 2 pages. duly executed written instrument.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective as of the date first above
written.
Q e/4;/l H�r4 Q9o
OWNER: ENGINEER:
City of Waterloo Robinson Engineering Company T
By: Quentin M.Hart By: Monica Smith,PE
Title: Mayor Title: President
Ke,4 �elchle
ATTEST: Address for given notices:
Kelley Felchle,CMC Robinson Engineering Company
City Clerk 819 Second Street NE
IndependenceJA 50644
Address for given notices:
City Hall
715 Mulberry Street
Waterloo,IA 50703
Contact Person:
Noel Anderson,Director—Planning and Zoning
Contact Address:
City Hall
715 Mulberry Street
Waterloo,IA 50703
Page 11 of 15
This is EXHIBIT A,consisting of 3 pages,referred to in
the Agreement between OWNER AND ENGINEER
for Professional Services,dated April 5,2021.
Further Description of Basic Engineering Services and Related Matters
Sections 2,3,4 and 5 of the Agreement are amended and supplemented and the time periods for the
performance of the Basic Services as indicated in Section 5 of the Agreement are established,all as indicated below:
The scope of services for this agreement is as detailed below.
Robinson Engineering is pleased to present the following proposal for professional services as they relate to the
Regional Planning for parcels 8913-12-351-030, 8913-12-301-009,8913-12-326-003, 8913-12-376-018 to facility
commercial,office,and residential development.Planned improvements include design of extending Heath Street
east from Logan Street to 4'Street,design of a frontage road along east side of Logan Street from Heath Street to
Rolston Road,design of reconstruction of Ralston Road from Logan Street to E.4'Street,and design of
reconstruction of E.4'Street from Ralston Road to E.Donald Street. Other work includes mass grading plan to
facilitate maximizing the land use and regional detention for the development area.Individual site design for
construction of individual parcels is specifically excluded.Our proposed scope of services is as follows:
Scope of Services -Design Group 1
Topographic survey
Topographic survey of the project area noted.Utilities will be surveyed based on field locates provided by the
Iowa One Call System and as observed at-grade during field work.
Preliminary Platting
Prepare a Preliminary Plat of the noted area to satisfy the City of Waterloo's Preliminary Plat submittal checklist
and requirements.Work includes attending the meetings necessary to coordinate with City Staff and the Planning
and Council meetings.
Rezoning
Prepare the necessary documents as required by the City of Waterloo to rezone the property to corelate with the
proposed Preliminary Plat.
Subdivision Platting
Robinson engineering will coordinate work with a professional land surveyor to provide a one-lot subdivision
plat under the requirements Black Hawk County and Waterloo,Iowa. Subdivision will be of a portion or all of
the land within the parcels noted.Client will be responsible for all document preparation costs by others and all
review and recording fees.Client shall provide an attorney's title opinion,utility approvals,restrictive covenants,
and all other documents required by the City of Waterloo and Black Hawk County Iowa to finalize and record
the plat.Documents provided to the Client by Robinson Engineering as part of the Subdivision Platting include:
• Owner's Consent Acknowledgement
• Final Plat and Legal Description
• Surveyor's Certificate
Wetland Delineation
Robinson Engineering will coordinate with a sub consultant to provide a wetland delineation for the parcels
noted.Wetland delineation will be used to coordinate areas required for no disruption or where wetland credits
would be purchased to allow disruption.
Page 12 of 15
Geotechnical Report
Robinson Engineering will coordinate with a sub consultant to provide geotechnical report.Report includes 10
bores to a depth of 20' or auger refusal within the proposed work area.This excludes the intersection of Heath
Street and Rolston Road for purposes of Traffic Signal base design.
Construction Plans and Documents
Robinson Engineering will complete the necessary work to provide detailed construction plans and specifications
for the proposed Regional Planning area. Specific information includes:
• Demolition Plan
o Plan showing the areas requiring removal of infrastructure.
• Initial Site Plan
o Site Plan indicating the general site improvements for city review including up to two
revisions.
• Utility Plan
o Design of sanitary sewer main along the proposed roadways with anticipated service stub
locations.
o Design of water main along the proposed roadways with anticipated service stub locations.
o Show location of franchise utilities as provided by the utility.
• Regional Grading&Drainage Plan
o Overall grading design of the area noted indicating existing and proposed contour
elevations.
o Storm sewer pipe design and storm sewer infrastructure design to convey the storm water to
the regional detention basin.
• Roadway Plan and Profile
o Plan and profiles of the proposed roadways showing relation between current and proposed
elevation at centerline.
• Typical Cross Section Design
• Intersection details
Storm Water Management
Robinson Engineering will provide all necessary design and reports to provide regional detention for the parcels
noted with a traditional detention basin meeting the requirements of Waterloo,Iowa.
Storm Water Pollution Prevention Plan
• Robinson Engineering complete a Storm Water Pollution Prevention Plan(SWPPP)for construction.
The required information for application for an NPDES General Permit No.2 for Construction
Activities will be provided to the Client.
• Robinson Engineering will submit publications and filings. Fee includes a 3-year permit fee and
public notice publication fee.
Iowa DNR Submittals
Robinson Engineering will submit permits for the Sanitary Sewer and Water Main work on the project. Rcquircd
revisions,if any,will be incorporated into the Construction Plans and Documents.
Scope of Services -Design Group 2
Intersection Traffic Signal Plan
Robinson Engineering will coordinate with a sub consultant to provide Traffic Signal design for the intersection of
Heath Street and Logan Street.
• Traffic signal plan sheet detailing:
o Traffic signal design for mast arms
Page 13 of 15
o traffic signal posts and base
o traffic signal heads
o pedestrian signal heads
• Traffic signal wiring diagram
o Details to include conduit sizing
o Cable layout plan depicting the number of conductors and wire type
o Hand Hole locations
o Electric Service design and coordination with utility
• Traffic control staging plan
o Includes phasing and signal timing
• Tabulation of quantities
• Standard details(SURAS Standard Details)
Geotechnical Report
Robinson Engineering will coordinate with a sub consultant to provide geotechnical report for signalized
intersection design.Report includes 4 bores,One for each signal mast base,to a depth of 20' or auger refusal.
Exclusions
• Individual lot development plans such as for buildings and parking lots
• Photometric Plan
• Construction Inspection
• Easement documents beyond those shown on platting documents.
• Landscape Plans
• Environmental assessments(such as Phase 1 ESA)
• Archeological investigations and studies
• Traffic and turn movement analysis
• Pressure and flow analysis of existing water main
• Capacity analysis of existing sanitary and storm sewers
• Economic assessments
• SWPPP inspections and documentation during construction
• Connection fees
• Construction survey/staking
• Bid solicitation
• Permits for the storage of petroleum,such as NPDES General Permit No. 1
• As-built certification of improvements
Any of the above services can be performed as an additional cost to the project upon request.
Page 14 of 15
This is EXHIBIT B,consisting of 1 page,referred to
in the Agreement between OWNER AND
ENGINEER for Professional Services,dated
April 5,2021
Payments to ENGINEER for Services
Section 6 of the Agreement is amended and supplemented to include the following agreement of the
parties:
Robinson Engineering is prepared to complete the previously described scope of work as follows:
Design Group 1
Topographic Survey $16,000
Preliminary Platting $5,000
Rezoning $4,000
Subdivision Platting $8,500
Wetland Delineation $6,000
Geotechnical Report $16,000
Construction Plans and Documents $50,000
Storm Water Management $10,000
Storm Water Pollution Prevention Plan $7,000
Iowa DNR Permits $2,500
DESING GROUP 1 TOTAL 125,000
Design Group 2
Intersection Traffic Signal Plan $13,500
Geotechnical Report $6,500
DESIGN GROUP 2 TOTAL $20,000
CONTRACT TOTAL $145,000
All application,permit,and recording fees where applicable will be paid by the
client unless otherwise noted in this proposal.
Page 15 of 15