HomeMy WebLinkAboutFehr Graham - Professional Services Agmnt - 11.6.2023 t%FEHRGRANAM
v 1913 12023
AGREEMENT
FOR PROFESSIONAL SERVICES
Client Mr. Noel Anderson
Community Planning and Development Director
City of Waterloo
715 Mulberry Street
Waterloo, Iowa 50703
319.291.4366
Description of Services:
City of Waterloo-Tournament Center Parcels,Waterloo, Iowa
Fehr Graham will provide professional services to create two parcels for transfer to the City of Waterloo and two
easement descriptions,all relating to the development of the tournament center to be located at the TechWorks
campus. The first parcel will be approximately 0.28 acre and is from Lot 1,TechWorks Addition at the southwesterly
corner of the proposed tournament center.The second parcel will be approximately 0.89 acre and will be from the
northerly portion of Auditor's Parcel F(part of Lot 1 of TechWorks Addition).This parcel is located north of the Marriott
hotel and will be along the southerly boundary of the proposed tournament center parking lot. Easement descriptions
will be for: utility and access located just west of the Marriott hotel and for access along the fire lane from West
Commercial Street to Jefferson Street(along the southerly and westerly sides of the proposed tournament
center. Other parcels,still in discussion between the City of Waterloo and owner, may be added in the future.
COST:
The fixed fee for performing the above services is$6,500.
All plan reproduction and distribution costs along with publication and permit fees will be paid direct by Client and are not
included in the above fees.
Payment for the services rendered will be requested via a monthly invoice.
**Reimbursables are not to exceed more than 15%markup.
The attached General Conditions are incorporated into and made a part of this Agreement.
ACCEPTED AND AGREED TO:
I/we,the undersigned,authorize Fehr Graham to provide services as outlined above,and also agree that I/we are familiar
with and ACCEPT THE TERMS OF THE ATTACHED GENERAL CONDITIONS.
CLIENT: CONSUL T:
Signature } 1 By h &
Name Sue_1�-tt� ,tt- -4 Name Ryan Wicks, PE
Title Title Principal
Date Accepted IV ,4p. 1. Lo L z 3 Date Proposed September 22, 2023
Pursuit No. 23-1481
128 South Vine Street I West Union,IA52175 I p:563.422.1513 I fehrgraham.com
Insight.Experience.Results.
50 FEHR GRAHAM
1973 1202
September 22, 2023
Mr. Noel Anderson
Community Planning and Development Director
City of Waterloo
715 Mulberry Street
Waterloo, Iowa 50703
Dear Mr.Anderson,
Please find enclosed our Agreement for Professional Services as requested.
Please sign and return the Agreement to my attention.An additional copy may be retained for
your records.
Sincer ly,
Jo Biederman, PE, LSI
Senior Project Manager
JSB:cls
Enclosure
N:\Proposals\2023\Adam Recker\Legal Surveys\Waterloo Hard Court Tournament Center\Tournament Center Parcels Agreement.docx
128 South Vine Street I West Union,IA 52175 I p:563.422.1513 I fehrgraham.com
Insight.Experience.Results.
GENERAL CONDITIONS TO AGREEMENT FOR PROFESSIONAL SERVICES
1. The Client requests the professional services of Fehr Graham hereinafter called"The Consultant"as described herein.
2. The Consultant agrees to furnish and perform the professional service described in this Agreement in accordance with accepted professional
standards.Consultant agrees to provide said services in a timely manner,provided,however,that Consultant shall not he responsible for delays in
completing said services that cannot reasonably be foreseen on date hereof or for delays which are caused by factors beyond his control or delays
resulting from the actions or inaction of any governmental agency. Consultant makes no warranty, expressed or implied, as to his findings,
recommendations,plans and specifications or professional advice except that they were made or prepared in accordance with the generally accepted
engineering practices.
3. It is agreed that the professional services described in the Agreement shall be performed for Client's account and that Client will be billed monthly
for said services.A 1'A%per month service charge will be incurred by Client for any payment due herein and not paid within 30 days of such billing
which is equal to an ANNUAL PERCENTAGE RATE OF 18%. Partial payments will be first credited to the accrued service charges and then to the
principal.
4. The Client and the Consultant each binds himself,his partners,successors,executors,and assigns to the other party to this agreement and to the
partners,successor,executors,and assigns of such other party in respect to this agreement.
5. The Client shall be responsible for payment of all costs and expenses incurred by the Consultant for his account,including any such monies that the
Consultant may advance for Client's account for purposes consistent with this Agreement.
6. The Consultant reserves the right to withdraw this Agreement if not accepted within 30 days.
7. A claim for lien will be filed within 75 days of the date of an invoice for services(last day of services rendered)unless the account is paid in full or
other prior arrangements have been made.All attorney fees incurred by the Consultant due to the filing of said lien or the foreclosure thereof shall
be borne by the Client.
In the event suit must be filed by Consultant for the collection of fees for services rendered,Client will pay all reasonable attorney's fees and court
costs.
If Client defaults in payment of fees or costs due under the terms of this Agreement and Consultant incurs legal expenses as a result of such failure,
Client shall be responsible for payment for Consultant's reasonable attorney fees and costs so incurred.
8. The Consultant shall present,for the consideration of the Client,engineering and technical alternatives,based upon its knowledge and experience in
accordance with accepted professional standards, with selection of alternatives and final decisions as requested by the client to be the sole
responsibility of the Client.
9. Construction Phase Activities (When applicable) - In connection with observations of the work of the Contractor(s) while it is in progress the
Consultant shall make visits to the site at intervals appropriate to the various stages of construction as the Consultant deems necessary in Agreement
to observe as an experienced and qualified design professional the progress and quality of the various aspects of the Contractor(s)'s work.Based on
information obtained during such visits and on such observation,the Consultant shall endeavor to determine in general if such work is proceeding in
accordance with the Contract Documents and the Consultant shall keep the Client informed of the progress of the work.
The purpose of the Consultant's visits to the site will be to enable the Consultant to better carry out the duties and responsibilities assigned to and
undertaken by the Consultant during the Construction Phase,and,in addition,by exercise of the Consultant's efforts as an experienced and qualified
design professional,to provide for the Client a greater degree of confidence that the completed work of the Contractor(s)will conform generally to
the Contract Documents and that the integrity of the design concept as reflected in the Contract Documents has been implemented and preserved
by the Contractor(s).The Consultant 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 the Consultant have authority over or responsibility for the means,methods,techniques,
sequences,or procedures of construction selected by Contractor(s),for safety precautions and programs incident to the work of Contractor(s)or for
any failure of Contractor(s)to comply with laws,rules,regulations,ordinances,codes,or orders applicable to Contractors(s)furnishing and performing
their work. Accordingly, the Consultant can neither guarantee the performance of the construction contracts by Contractor(s) nor assume
responsibility for Contractor(s)'failure to furnish and perform their work in accordance with the Contract Documents.
10. Estimates of Fees—When fees are on a time and material basis the estimated costs required to complete the services to be performed are made on
the basis of the Consultant's experience,qualifications,and professional judgment,but are not guaranteed.If the costs appear likely to exceed the
estimate in excess of 20%,the Consultant will notify the Client before proceeding.If the Client does not object to the additional costs within seven
(7)days of notification,the increased costs shall be deemed approved by the Client.
11. The Consultant is responsible for the safety on site of his own employees.This provision shall not be construed to relieve the Client or the Contractor(s)
from their responsibility for maintaining a safe work site.Neither the professional services of the Consultant,nor the presence of his employees or
subcontractors shall be construed to imply that the Consultant has any responsibility for any activities on site performed by personnel other than the
Consultant's employees or subcontractors.
12. Original survey data,field notes,maps,computations,studies,reports,drawings,specifications and other documents generated by the Consultant
are instruments of service and shall remain the property of the Consultant.The Consultant shall provide copies to the Client of all documents specified
in the Description of Services.
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Any documents generated by the Consultant are for the exclusive use of the Client and any use by third parties or use beyond the intended purpose
of the document shall be at the sole risk of the Client.To the fullest extent permitted by law,the Client shall indemnify,defend and hold harmless
the Consultant for any loss or damage arising out of the unauthorized use of such documents.
13. No claim may be asserted by either party against the other party unless an action on the claim is commenced within two(2)years after the date of
the Consultant's final invoice to the Client.
14. If a Client's Purchase Order form or acknowledgment or similar form is issued to identify the agreement,authorize work,open accounts for invoicing,
provide notices,or document change orders,the preprinted terms and condition of said Purchase Order shall be superseded by the terms hereof.
15. Standard of Care—Services performed by Consultant under this agreement will be conducted in a manner consistent with that level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.No other representation expressed or implied,and
no warranty or guarantee is included or intended in any report,opinion or document under this agreement.
16. Liability Insurance—Consultant will maintain such liability insurance as is appropriate for the professional services rendered as described in this
Agreement.Consultant shall provide Certificates of Insurance to Client,upon Client's request,in writing.
17. Indemnification and Limitation of Liability—Client and Consultant each agree to indemnify and hold the other harmless,including their respective
officers,employees,agents,members,and representatives,from and against liability for all claims,costs,losses,damages and expense,including
reasonable attorney's fees,to the extent such claims,losses,damages or expenses are caused by the indemnifying party's acts,errors or omissions.
The Client understands that for the compensation herein provided Consultant cannot expose itself to liabilities disproportionate to the nature and
scope hereunder. Therefore, the Client agrees to limit Consultant's liability to the Client arising from Consultant's professional acts, errors or
omissions,such that the total aggregate liability of Consultant shall not exceed$50,000 or Consultant's total fee for services rendered on this Project,
whichever is less.
18. Allocation of Risk—Consultant and Client acknowledge that,prior to the start of this Agreement,Consultant has not generated,handled,stored,
treated,transported,disposed of,or in any way whatsoever taken responsibility for any toxic substance or other material found,identified,or as yet
unknown at the Project premises.Consultant and Client further acknowledge and understand that the evaluation,management,and other actions
involving toxic or hazardous substances that may be undertaken as part of the Services to be performed by Consultant, including subsurface
excavation or sampling,entails uncertainty and risk of injury or damage.Consultant and Client further acknowledge and understand that Consultant
has not been retained to serve as an insurer of the safety of the Project to the Client,third parties,or the public.
Client acknowledges that the discovery of certain conditions and/or taking of preventative measures relative to these conditions may result in a
reduction of the property's value.Accordingly, Client waives any claim against Consultant and agrees to indemnify, defend, and hold harmless
Consultant and its subcontractors,consultants,agents,officers,directors,and employees from any claim or liability for injury or loss allegedly arising
from procedures associated with environmental site assessment(ESA)activities or the discovery of actual or suspected hazardous materials or
conditions.Client releases Consultant from any claim for damages resulting from or arising out of any pre-existing environmental conditions at the
site where the work is being performed which was not directly or indirectly caused by and did not result from,in whole or in part,any act or omission
of Consultant or subcontractor,their representatives,agents,employees,and invitees.
If,while performing the Services set forth in any Scope of Services,pollutants are discovered that pose unanticipated or extraordinary risks, it is
hereby agreed that the Scope of Services,schedule,and costs will be reconsidered and that this Agreement shall immediately become subject to
renegotiation or termination.Client further agrees that such discovery of unanticipated hazardous risks may require Consultant to take immediate
measures to protect health and safety or report such discovery as may be required by law or regulation.Consultant shall promptly notify Client upon
discovery of such risks.Client,however,hereby authorizes Consultant to take all measures Consultant believes necessary to protect Consultant and
Client personnel and the public.Furthermore,Client agrees to compensate Consultant for any additional costs associated with such measures.
19. In the event of legal action to construe or enforce the provisions of this agreement,the prevailing party shall be entitled to collect reasonable attorney
fees,court costs and related expenses from the losing party and the court having jurisdiction of the dispute shall be authorized to determine the
amount of such fees,costs and expenses and enter judgment thereof.
20. Termination—The obligation to provide further services under this Agreement may be terminated by either party upon seven(7)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.In the
event of any termination,Consultant will be paid for all services rendered to the date of receipt of written notice of termination,at Consultant's
established chargeout rates,plus for all Reimbursable Expenses including a 15%markup.
21. Provision Severable—The unenforceability or invalidity of any provisions hereof shall not render any other provisions herein contained unenforceable
or invalid.
22. Governing Law and Choice of Venue—Client and Consultant agree that this Agreement will be governed by,construed,and enforced in accordance
with the laws of the State of Iowa.If there is a lawsuit,Client and Consultant agree that the dispute shall be submitted to the jurisdiction of the Iowa
District Court in and for Delaware County,Iowa.
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