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HomeMy WebLinkAboutRitland + Kuiper - Professional Services Agreement - Unity Plaza - 6.20.2022AGREEMENT BETWEEN CLIENT AND LANDSCAPE ARCHITECT This Agreement, effective as of March 2, 2022, is between the following parties: CLIENT: City of Waterloo LANDSCAPE ARCHITECT: RITLAND+KUIPER Landscape Architects (RKLA) for the following PROJECT: Unity Plaza, Waterloo, Iowa ARTICLE 1: LANDSCAPE ARCHITECT'S BASIC AND ADDITIONAL SERVICES A. Project Understanding The City of Waterloo is seeking to renovate the existing pocket park area between the Waterloo Building and the parking ramp on Commercial Street. Considerations for improvements to the park space include the following: 1. Consideration of overall veterans theme as part of the larger Veteran's Walk along 4th Street 2. Landscape plantings to soften the space 3. Integration of public art (sculpture element and graphic panels) 4. Power for events and performances, including 50-amp service connections for use of spiders for electrical distribution 5. Potable water supply for event water source 6. Storm sewer improvements 7. Lighting for site, colored LED lights to uplight garage wall, and feature lighting systems 8. Site furniture (benches, waste receptacles, etc.). End products to be provided will include a conceptual site plan in a PDF format and a grant level cost opinion. B. Scope of Services 1. Site Survey and Design Development a. Attend a kickoff meeting with the Client and project stakeholders (Design Committee) to affirm the process, timeline, and project scope. b. Coordinate the following AECOM survey and design development tasks: o Topographic and utility survey of project area with enough detail to provide a base map for the site design alternatives and future needs for construction documents. o Evaluate utilities connections and terminations that may be needed for proposed improvements to the park. o Assistance with site design and preliminary cost opinions. c. Coordinate the following Shakespeare Lighting Design tasks: o Preliminary plans and costs for site lighting including catenary lights and colored LED uplights for parking garage wall. d. Develop preliminary concept plans for the plaza based upon information gathered. e. Meet with the Design Committee to discuss the preliminary concept plans. f. Finalize the design development plan and preliminary cost opinion for the plaza based upon Design Committee input. Final rendered plan and cost opinion will include sufficient detail for use with public review, grant submittals, and fundraising efforts for proposed improvements. C. Services Not Included The following tasks are specifically excluded from this scope but can be provided for an additional fee: 1. 3D modeling or perspective sketches of proposed improvements for marketing and fundraising. 2. Construction Documents 3. Construction Related Services 4. Printing and reproduction costs — deliverables will include digital PDF files provided to the Client. Any desired printing of reports, construction documents, or presentation graphic boards will be billed to the Client at our direct cost. 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: 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 3: 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 4: 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 5: 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. ARTICLE 6: COMPENSATION AND PAYMENTS A. RITLAND+KUIPER Landscape Architects (and their subconsultants, AECOM and Shakespeare Lighting Design) will provide the services described in Article 1, and in accordance with the conditions outlined in this contract, for a sum not to exceed $18,000. 1. Billing for services will be hourly, at the rates listed below, and submitted monthly as the work progresses. 2. Landscape Architect shall bill Client for Basic and Additional Services (if requested and agreed to) monthly as the work progresses. All payments are due Landscape Architect upon receipt of invoice. 3. Billing rates effective through October, 2022: Craig Ritland, FASLA, Principal Mark Kuiper, ASLA, Principal Samantha Price, Associate, ASLA $125.00/hr. $125.00/hr. $75.00/hr. SUBMITTED BY: AGREED TO: LANDSCAPE ARCHITECT CLIENT: CITY OF WATERLOO QuerztcizCr•E Marl' Kuiper, ASLA, I..EED AP, Principal Signature Dated: March 2, 2022 License/Certificate No. IOWA 00413 Title Mayor Renewal Date: June 30, 2023 Dated June 20, 2022