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HomeMy WebLinkAboutWaterloo Development Corporation - Exosition Grounds, Phase I ar1r__"�, e2,10,,0 1.- AGREEMENT BETWEEN CLIENT AND LANDSCAPE ARCHITECT This Agreement, effective as of April 25, 2006, is between the following parties: CLIENT: Waterloo Development Corporation and the City of Waterloo RLA LANDSCAPE ARCHITECT: Craig RitlandArchitects GROUNDCS, PHASE 1 for the following PROJECT: WATERLOO EXPOSITION ARTICLE 1: LANDSCAPE ARCHITECT'S BASIC AND ADDITIONAL SERVICES A. Project Understanding 1. This contract is a revision of the original ontra and tenginelentlgconsultant coord w on nation to ouer 16, r services (the revisions included the addition of surveying City of Waterloo will be unable to perform those services for this contract). The anticipated project schedule was also added. 2. The project scope and design d intent will b guidhe Cldie y the Co walllle&Assocal iates will conpment Plan tinue to be repared y Vandewalle&Associates an pp involved in the review of the design as it evolves throughout the project. serve as 3. The project goal is to design activity spaces, These spntegrated lic acespandlon spaces uses will serve he Convention outdoor vendor, market, a tY P Center's need for outdooam uses such as farmers markets, r one-on-one basketball tournamentts wvensace as well as othr civic inter n er activities/sports shows, large auto shows, sports s agricultural equipment shows, military equipment shows, and festival event space such as music or a rt shows. Spaces will complement a future year-around indoor public market building. The expo grounds will provide permanent and flexible parking space for events both on-site and for the district. 4. The project will explore green building techniques such as maximizing permeable pavement,turf, and landscape areas while still providing sufficient paved surfaces for the various uses proposed. Solar power generation, recycled building products, on-site stormwater storage and other potential techniques will also be explored. 5. Complementary andd connection to the Riverwalk U ptscape renovations surrounding er Plaza oalongl3dluding Street wtions ill alsoobelosing of designed in Jefferson Street an conjunction with the Exposition Grounds development. in this 6. The Phase II design and ca es and the parking area mmed a eldy south of Cormmunlity, ll involve Nat onal Bank as development of the adjacent stree p shown on the Preliminary Plan by Vandewalle &Associates. 7. Components of the Phase I project include the following: a. Site surveying, soil testing, and basemap development b. Water supply, sanitary sewer, &storm sewer/underground storage (if desired)for the site sized in anticipation of future development c. Electrical supply and site lighting d. Site paving including specialty pavements for plaza areas e. Site landscaping f. Site irrigation (as required) g. Exploration of the use of solar energy at the site and a partnership relationship with MidAmerican Energy for a demonstration project. h. Gateway structures, artistic elements, and special site features i. Renovation of the historic market building. 8. The Landscape Architect will be responsible for hiring and directing the work of subconsultants necessary for the completion of the design (surveying and soil borings, planning design, engineering, architecture). 9. The Landscape Architect agrees to provide its professional services in accordance with generally accepted standards of its profession. B. Scope of Services 1. Design Development a. Coordinate site topographic and utility survey and develop basemap for site. Coordinate collection of soil borings to determine subsurface conditions at the site. b. Attend coordination meetings for discussion of final design concepts based upon Client feedback and the plan developed by Vandewalle&Associates. Coordinate work sessions for design interaction between Client, Vandewalle&Associates, and subconsultants. c. Exploration of the use of solar energy at the site and a partnership relationship with MidAmerican Energy for a demonstration project. d. A preliminary study to develop programs for a new solar utility building (if required)and renovation of the historic market building. Our product for this study will be a floor plan, elevations or perspective, and a cost estimate for each building. e. Develop a final Conceptual Development Plan for the Phase I site as described in the Project Understanding above. f. Develop cost estimates for Conceptual Development Plan. 2. Phase I Construction Documents a. Attend coordination meetings with the Client, adjacent property owners, and consultants. b. Coordinate design development and construction documents from consultants in the design of the water supply, sanitary sewer, storm sewer/storage, and electrical supply. c. Develop a set of construction plans, details, and specifications for the Phase I site as described in the Project Understanding above. d. Provide a revised cost opinion for the proposed construction based upon approved final design. e. Assist the Client through the bid process in the selection of the lowest appropriately qualified bidder. C. Services Not Included 1. Site Survey: Our fees do not include the performance of a boundary survey for the property. 2. New Solar Utility Building (if required)and Renovation of the Historic Market Building: Our services for these two components will be limited to a preliminary study to develop programs for these spaces and to develop preliminary designs for the structures in order to make them compatible with the architectural character of the plaza. Full architectural services for construction documents, bidding, and construction services for these buildings are not included in this fee. Our product for this study will be a floor plan, elevations or perspective, and a cost estimate for each building. Fees for architectural services for the completion of the construction documents for bidding will be established once the scope of the project is defined. 3. Construction Related Services: The scope of construction related services will be determined at the time the services are needed and defined under a future amendment to this contract. Construction related services may include: a. Attend coordination meetings prior to and during construction. b. Provide clarification of construction documents throughout the construction process. c. Coordination of construction staking, materials testing, and right-of-way staking including new property pins. d. Coordination of site visits during construction to evaluate the progress of the work and adherence to the project drawings and specifications.Although the CRLA or its consultant may observe and discuss potential problems, these visits are not construction inspections or a guarantee that there will not be construction deficiencies. e. Review required contractor submittals, such as shop drawings and samples,for conformance with project drawings and specifications. f. Review contractor's payment applications to determine if the amount of work represented as complete is generally consistent with the Landscape Architect's observations during its site visits. Landscape Architect's review shall be subject to any noted qualifications by the Landscape Architect. Client understands that the frequency of the Landscape Architect's site visits may limit Landscape Architect's ability to review certain payment applications. Landscape Architect's review shall not be a representation that Landscape Architect has supervised the work, or that Landscape Architect has reviewed how or for what purpose contractor has used or intends to use Owner's payments. g. Perform punch list inspection of the site upon completion of the work to assure satisfactory compliance with construction documents. 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 agrees to provide Landscape Architect with all information, surveys, reports, and professional recommendations and any other related items requested by Landscape Architect in order to provide its professional services. Landscape Architect may rely on the accuracy and completeness of these items. B. Client agrees to advise Landscape Architect of any known or suspected contaminants at the Project site. Client shall be solely responsible for all subsurface soil conditions. C. Client will obtain and pay for all necessary permits from authorities with jurisdiction over the Project. D. 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: ESTIMATED SCHEDULE AND PROJECT BUDGET A. Landscape Architect shall render its services as expeditiously as is consistent with professional skill and care. During the course of the Project, anticipated and unanticipated events may impact any Project schedule. CRLA will promptly notify the Client about events that may cause delays in the project schedule, as such events occur. B. As of the date of this Agreement, Client's preliminary Phase I Project budget (based upon preliminary cost estimate by Vandewalle&Associates) is approximately$2.3 million and construction budget is approximately$2.1 million. Client agrees to promptly notify Landscape Architect if Client's schedule or budget changes. Client acknowledges that significant changes to the Project or construction schedule or budget, or to the Project's scope, may require Additional Services of Landscape Architect. C. Based upon the above scope of services, the anticipated project schedule would be as follows: Spring-Summer, 2006 Ongoing site demolition (by others, not in this contract May-June, 2006 Site surveying, soil borings, and basemap development June-July, 2006 Design Development August, 2006 Presentation of Preliminary Site Development Plan to WDC and City of Waterloo August-September, 2006 Development of Final Site Development Plan September, 2006 Presentation of Final Site Development Plan and preliminary cost estimates to WDC and City of Waterloo October-December, 2006 Phase I Construction Document development December, 2006 Phase I Construction Documents out to bid January, 2007 Phase I Bid Opening February-March, 2007 Contractor mobilization and begin construction March-June, 2007 Phase I Construction July 4, 2007 Phase I Site Grand Opening Celebration ARTICLE 4: 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, Craig Ritland Landscape Architects (and their subconsultants)will provide the services described in Article 1, and in accordance with the conditions outlined in this contract,for a sum not to exceed $172,800. Design Development $75,600 Phase I Construction Documents $97,200 1. Billing for services will be hourly, at the rates listed below, and submitted monthly as the work progresses. 2. Billing rates effective through August, 2007: Craig Ritland, FASLA, Principal $110.00/hr. Mark Kuiper,ASLA, Project Manager $80.00/hr. B. Reimbursable Expenses include, but are not limited to: reproduction, postage, and handling of documents and Client requested renderings and models. 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 5: 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. C. 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. ARTICLE 6: 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 a reasonable 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 7: 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 Architect's 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 8: MISCELLANEOUS PROVISIONS A. This Agreement is governed by the law of Landscape Architect's principal place of business. 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. 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 agrees to indemnify, defend and hold Landscape Architect harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses, including, but not limited 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, including injuries 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 legal proceeding 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 or improper maintenance may result in damage to property or persons. Client further 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 for the benefit of any third party. LANDSC4PE ARCHITECT CLIENT: The City of Waterloo, Iowa aiggand, FASLA, Principal Signature Dated: April 25, 2006 44p4l License/Certificate No. IOWA 095 Title Renewal Date: June 30, 2007 Dated CLIEN W velopment Corp. Title Dated 0& 7. C%� ADDENDUM NUMBER 1 RESOLUTION OF DISPUTES. In the event of any dispute, claim, question, or disagreement between landscape Architect and Client, or in the event of any disagreement between WDC and the City that causes conflicting instructions to Landscape Architect (each of the foregoing being a "Dispute"), arising from or relating to this Agreement or the breach thereof, the parties shall use their best efforts to settle the Dispute. To this end, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon written notice by either party to the Dispute to the other party, all Disputes shall be finally determined and settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and the Expedited Procedures thereunder, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration shall be conducted in Waterloo, Iowa. All costs and expenses, including attorneys' fees, of all parties incurred in any Dispute which is determined and/or settled by arbitration pursuant to this Section shall be borne by the party determined to be liable in respect of such Dispute; provided, however, that if complete liability is not assessed against only one party, the parties shall share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, all parties agree to continue performing their respective obligations under this Agreement while the Dispute is being resolved. The decision of the arbitrator(s) shall be final and binding and shall not be subject to appeal on a question of fact, law, or mixed fact and law. The City of Waterloo, Iowa Signed �V Titler Dated Waterloo Development Corporation Signed -- Title S/rl&n 1G Dated �'� ` 2 7. 106