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HomeMy WebLinkAboutRitland+Kuiper - Professional Services Agreement - River Lighting Project - 7.19.2021 i AGREEMENT BETWEEN CLIENT AND LANDSCAPE ARCHITECT This Agreement, effective as of April 8,.2021; is between the following parties: CLIENT: Waterloo Development Corporation and the City of Waterloo LANDSCAPE ARCHITECT: RITLAND+KUIPER Landscape Architects (RKLA). for the following PROJECT. WATERLOO RIVER LIGHTING ARTICLE 1: LANDSCAPE ARCHITECT'S BASIC AND ADDITIONAL SERVICES A. Project Understanding 1, The proJect.scope includes development of preliminary plans to assist Shakespeare Lighting Design.in their development of lighting amenities along the Cedar River in downtown Waterloo including: • Phase 1 - Lighting of the E.4th Street pedestrian bridge with colored LEIS lighting • Phase.2 Lighting the Cedar Fiver dam cascades with colored LED lighting • Phase.3- New light towers at either end of the E.4th Street bridge 2. The Landscape Architect will be responsible for hiring and directing the work of.subconsultants necessary for the completion of the design: • AECOM (civil engineering, coordination with Corps of Engineers) • INVISION Architecture(tower features) • MODUS (electrical engineering) B. Scope of Services 1. Design Development a. Utilize existing site information including a compilation`of available as-built plans for the 4th Street Bridge, North Downtown Trail and the Cedar River Dam to develop basemap for the study area. b. Coordinate the following AECOM Design Developmerjt tasks: • Conceptual design for pavements, light tower footings, painting.of interior of 4th street canopy (at arch locabonslsupports it tapper portion of canopy), modifications to 4th street canopy fascia.(along interior lighting), and connection of lighting elements to bridge structure. • Coordination of improvements with U.S.Am3y Corps of Engineers, evaluating potential impacts to the Cedar River floodway corridor and to determine feasibility of project elements and permitting requirements. Permit application is not included in this scope of work but will be.included as part of a future final design project. c. Coordinate the following INVISION Architecture Design Development tasks: • Design Development level plan and'elevations of proposed tower.base(dimensions and finish recommendation) as well.as climb-resistant screening recommendation for towers(design by Shakespeare Lighting Design LLC).. • Pedestrian bridge canopy design assistance for new fixture locations and soffit renovations. d. Coordinate the following MODUS Design Development tasks: • Design Development level electrical plans 'to support design created by Shakespeare:Lighting Design for light towers (2.1ocations), pedestrian bridge lighting,lighting the dam, power supply,fixture installations, andcontrol locations for lighting: i e. Coordinate work sessions as needed for design interaction.between Client and subconsultants. f: Develop a set of.Design Development Plans for all of the above.services. g. Develop preliminary cost opinion to help evaluate funding needs and priorities. C. Services Not Included The following items are not included in the project scope at.this time, but could be added by supplemental agreement if and when the services are needed. 1. Design for telecommunication,video, security systems, etc. 2. 3D modelling.of bridge;towers,or lighting elements(already provided by Shakespeare Lighting Design in a separate agreement) 3, Utility Surveys or Geotechnical Investigation 4. Final Design l Construction Documents and Construction Related Services. D. Additional Services 1. We will identify services not included in our proposed scope of work if they are requested. We will advise your office of the impact on our work, and propose an increase to the fee amount before any work is undertaken that is outside our scope of services. 2. Extra services will be provided on an hourly basis at the billing',rates listed below or the current hourly rates prevailing when services are rendered. ARTICLE 2: CLIENT'S RESPONSIBILITIES A. Client will obtain and pay for all necessary,permits from authorities with jurisdiction over the Project if those are required, B. Client agrees to.provide the items described in Article 2.A and to render decisions in a timely manner so as not to delay the orderly and sequential progress of Landscape Architect's.services. ARTICLE 3, COMPENSATION AND PAYMENTS A. Client agrees to pay Landscape Architect as follows: Based on the complexity of the project and the.amount of services,anticipated, RITLAND+KUIPER Landscape Architects(and their subconsultants)will.provide the services described inArticle'1, and in accordance with the conditions outlined in this contract,for a sum not to exceed$44,900. RITLAND+KUIPER Landscape Architects $ 9;500 AECOM, Inc. $14,500 INVISION Architecture $ 7,200 MODUS Engineering $13700 .1. Billing for services will be hourly, at the rates listed below, and submitted monthly as the work progresses. 2. Billing rates effective through December, 2021:. Craig Ritland, FASLA $ 125:00lhr. Mark:Kuiper,ASLA $ 125.001hr. Samantha Price, PLA $ 75.00/hr. B. Reimbursable Expenses,if incurred (i.e. printing costs)will be billed at our direct cost,in addition.to the fees. above.At this.time we do not anticipate any significant printing costs in the design development process as we expect our deliverables to.be electronic files(PDF documents).' C. Landscape Architect shall bill Client for Basic and Additional Services and Reimbursable Expenses once a month. All payments are due Landscape Architect upon receipt of invoice. ARTICLE 44 TERMINATION A. Either Client or Landscape Architect may terminate this Agreement upon seven days written notice. B. If terminated, Client.agrees to pay Landscape Architect for all Basic and Additional Services rendered and. Reimbursable Expenses incurred up to the date of termination. G. Upon not less than seven days'written notice, Landscape Architect may suspend the performance of its services if Client fails to pay Landscape Architect in full for services rendered or expenses incurred. Landscape Architect shall have no liability because of such suspension of services or termination due to Client's nonpayment. ARTICLES: DISPUTE RESOLUTION A. Client and Landscape Architect agree to mediate claims or disputes.arising out of or relating to this Agreement before initiating litigation. The mediation shall be conducted by a mediation service acceptable to the parties. A party shall make a demand for mediation within areasonable time after a claim or dispute arises, and the parties agree to mediate in good faith. In no event'shall any demand for mediation be made after such claim or dispute would be barred by applicable law. Mediation fees shall be shared:equally. ARTICLE 6: USE AND OWNERSHIP OF LANDSCAPE ARCHITECT'S DOCUMENTS A. Upon the parties.signing this Agreement, Landscape Architect grants Client a nonexclusive license to use Landscape Architect's documents as described in this Agreement,;provided Client performs in accordance with the.terms of this Agreement. No other license is implied or granted under this Agreement. All instruments of professional service prepared by Landscape Architect, including but not limited to, drawings and specifications, are the property of Landscape Architect.. These documents shall not be reused on other projects without Landscape Architects written.permission. Landscape Architect retains all rights; including copyrights, in its documents. Client or others cannot use Landscape Architect's documents to complete this Project with others unless Landscape Architect is found to have materially breached this.Agreement. ARTICLE.7: MISCELLANEOUS PROVISIONS A. This Agreement is governed by the laws of the State of Iowa. B. This Agreement is the entire and integrated agreement.between Client and Landscape.Architect and supersedes all prior negotiations, statements or agreements, either written or oral. The parties may amend this Agreement.only by a written instrument signed by both Client and Landscape Architect. C. In the event that any term or provision of this.Agreement is found to be unenforceable or invalid for any reason,the.remainder of this Agreement shall continue in full force°and effect; and the parties agree that any unenforceable or invalid term or provision shall be amended to the minimum extent required to make such term or provision enforceable and valid. D. Neither Client nor Landscape Architect shall assign this Agreement without the written consent of the other. i E. Irrespective of any other term in this Agreement, Landscape Architect shall not control or be responsible for construction means, methods,techniques, schedules, sequences.or procedures or for construction safety or any other related programs, or for another parties'errors or omissions or for another parties'failure to complete their work.or services in accordance with Landscape.Architect's documents. F. To the greatest extent permitted by Iowa law,the Client agreestoindemnify, defend and hold Landscape Architect harmless from and against any and all claims,:liabilities,suits,demands, losses, costs and expenses, including, but not lijnited to,:reasonable attorneys'fees and all legal expenses and fees incurred through appeal, and all interest thereon; accruing or resulting to.any and all persons;firms or any other legal entities on account of any damages or losses to property or persons, includinginjuries or death; or economic losses, arising out of the Project and/or this Agreement,`;except that the Landscape Architect shall not be entitled to be indemnified to the extent such damages or losses are found.by a court or forum of competent jurisdiction to be caused by Landscape Architect's negligent errors or omissions. G. Should any legalproceeding be commenced between the parties to this Agreement seeking to enforce any of its provisions, including, but not:limited to, fee provisions, the.prevailing party.in such proceeding shall be entitled, in addition to such other relief as may be granted,to a reasonable sum for attorneys'and expert witnesses'fees,which'shall be determined by the court or forum in such a'proceeding or in a separate action brought for that purpose. For purposes of this provision,"prevailing party".shall include a party that dismisses an action for recovery hereunder in exchange for payment of the sum allegedly due, performance of covenants allegedly.breached, or consideration substantially equal to.the relief sought in the.action or proceeding. H, Client and Landscape.Architect waive consequential damages for any claims, disputes or other matters in question arising out of or relating to this.Agreement. Landscape Architect's waiver of consequential damages; however,is contingent upon the Client requiring contractor and its subcontractors to waive all consequential damages against Landscape Architect for claims, disputes or other matters in question arising out of or relating.to the Project. I. To the extent damages are covered by property insurance during construction, Client and landscape Architect waive all.rights against each other and against the contractors, consultants, agents.and employees of the other for such damages. Client or Landscape Architect, as appropriate,:shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties described in this paragraph. J. Client acknowledges and agrees that proper Project maintenance is required after the Project is complete, A lack of orimproper maintenance may result in damage to property or persons. Clientfurther acknowledges and agrees that, as between the parties to this Agreement, Client is solely responsible for the results of any lack of or improper maintenance. K. Nothing in this Agreement shall create a contractual relationship fpr the benefit of any.third party. LANDSCAPE ARCHITECT CLIENT; City o(Waterloo F MarkrKullper,ASLA, ED AP, Principal Signature.Dated: April 8, 2021 License/Certificate No. IOWA 00413 Title Mayor F Renewal Date., June 30,2021. Dated July 19,201 CL Wat ao De eI Corp. Title Ute, /ZS�dtrtt Dated j 2