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HomeMy WebLinkAboutWayne Claassen Engineering and Surveying, Inc.-Professional Services Agreement-05.12.2008 (2) 3g 7 a"e, AGREEMENT IC -to BETWEEN o C A E ; OWNER AND ENGINEER FOR eou N c` PROFESSIONAL SERVICES Part I. PARTIES AND PROJECT p 1 y�� THIS AGREEMENT is made on the / �/� Day of /r{6ty in the year 2008between the City of Waterloo, Iowa the Owner and Wayne Claassen Engineering, Inc. 2709 University Avenue Watar1 on, Iowa 50701 , the Engineer, for the following Project: Northwest Interceptor Sewer Final Design from the West side of Black Hawk Creek, through the National Cattle Congress property. The Owner and the Engineer agree as follows: Page 1 of 9 ACEC Owner-Engineer Agreement, Document No. 4 © THE AMERICAN CONSULTING ENGINEERS COUNCIL 1155 15th Street,N.W.,Washington, D.C.20005 Part II. ENGINEERING CHARGES: LUMP SUM A. In accordance with the Terms and Conditions of this Agreement, the ENGINEER shall provide professional services for which the OWNER shall compensate the ENGINEER as follows: A.1 Basic Services—As defined in Paragraph 1.1 on the basis of a lump sum of Thirty Thousand dollars($ 30,000.00 ). A.2 Additional Services-As defined in Paragraph 1.2, as follows: A.2.1 Principals' time at the rate of same as A.2.2. dollars($ ) per hour times a multiple of ( ). For the purposes of this Agreement, the Principals are identified as: A.2.2 Employees' time (other than Principals') at a multiple of Three ( 3.0 ) times the employees' Direct Personnel Expense as defined in Article 3. A.2.3 Cost of services of other professional consultants at a multiple of One (1.0 ) times the amount billed to the ENGINEER by the professional consultants for such services. A.3 Initial Payment—Execution of this Agreement shall be accompanied by an initial payment by the OWNER of Zero dollars($ O.00 ), which shall be credited to the OWNER's account. A.4 Reimbursable Expenses—As defined in Article 4, times a multiplier of One ( 1.0 ). A.5 Payments made after the initial payment shall be made monthly in proportion to services performed so that compensation at the completion of each Phase shall equal the following percentages of total basic compensation: mo Schematic Design Phase 070 Design Development Phase 100 % Construction Contract Documents Phase 'go Bidding or Negotiating Phase - 070 Construction Phase 070 Page 2 of 9 Part III. TERMS AND CONDITIONS Article 1.ENGINEER'S SERVICES 1.1 Basic Services-The Engineer agrees to perform professional services in connection with the Project, as set forth below and contained within this Agreement: 1.1.1 Sewer Capacity Determination The Engineer shall review sewer flow data collected by the Owner's Sewer Department to access the capacity of downstream sanitary sewers and make recommendations to the Owner. 1.1.2 Iowa DNR Sanitary Sewer Construction Permit The Engineer shall prepare construction permit applications for city approval and subsequent submittal to the Iowa DNR. 1.1.3.Easement Plats and Descriptions The Engineer shall prepare easement plats and descriptions for Owner's approval and use in acquiring easements on private property for this project from the West side of Black Hawk Creek,through the National Cattle Congress property. 1.1.4 Construction Contract Documents Phase Upon receipt of the OWNER's written authorization to pro- ceed with the Construction Contract Documents Phase, the ENGINEER shall: .1.4.1 Prepare the required Contract forms including pro- posal forms and notice to bidders, drawings, technical specifications and other documents as required to complete the Construction Contract Documents. 1.1.4.2 Furnish to the OWNER engineering data and docu- ments so that the OWNER may secure approval from governmental authorities having jurisdiction over the Project. 1.1.4.3 Advise the OWNER of any adjustments to previous ENGINEER's Opinion of the Construction Cost when changes in requirements, general market conditions or other conditions so warrant. 1.1.4.4 At the OWNER's request, assist the OWNER's legal counsel in connection with his review of the Construc- tion Contract Documents for their legally related aspects. 1.1.4.5 Furnishas required copies of the Construction Contract Documents for the OWNER's review and approval. 1.1.5 Bidding or Negotiating Phase Upon receipt of the OWNER's written approval of the Con- struction Contract Documents Phase and latest Opinion of the Construction Cost, and written authorization to proceed with the Bidding- or Negotiating Phase, the ENGINEER shall: 1.1.5.1 Assist the OWNER in obtaining bids or negotiating bid proposals, in analyzing bids and proposals, and in awarding the Construction Contract. Pace 3 of 9 Article 2. OWNER'S RESPONSIBILITIES Article 3 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the direct labor costs The OWNER shall: incurred by the ENGINEER directly attributable to the 2.1 Provide to the ENGINEER all criteria, design and con- Project by the payment of the actual salaries and wages to the struction standards and full information as to the OWNER's employees of the ENGINEER, but not including indirect requirements for the Project. payroll connected costs and other non-Project related costs. 2.2 Designate in writing a person authorized to act as the OWNER'S representative. The OWNER or his representative shall receive and examine documents submitted by the ENGINEER, interpret and define the OWNER's policies and render decisions and authorizations in writing promptly to prevent unreasonable delay in the progress of the ENGINEER's services. 2.3 Furnish to the ENGINEER a complete land survey of the Project site which shall include but not be limited to service and utilities locations with depths and invert grades, easements, rights-of-way, contours, grades, streets, alleys, pavements, adjoining property, encroachments, zoning and deed restrictions, existing buildings, improvements and tree Article 4 REIMBURSABLE EXPENSES locations. 4.1 Reimbursable Expenses are in addition to compensation • 2.4 Furnish soils data including but not limited to reports, to the ENGINEER for Basic and Additional Services and test borings, test pits, probings, subsurface exploration, soil include expenditures made by the ENGINEER, his employees bearing values, percolation tests, ground corrosion and resist- or his consultants in the interest of the Project. Reimbursable ivity tests,all with appropriate professional interpretation. Expenses include but are not limited to: 4.1.1 Expense of transportation, subsistence and lodging 2.5 Furnish laboratory tests, air and water pollution tests, when traveling in connection with the Project. reports and inspections of samples, materials or other items required by law or by governmental authorities having juris- 4.1.2 Expense of long distance or toll telephone calls, tele- diction over this Project. grams, messenger service, field office expenses,and fees paid for securing approval of authorities having jurisdiction over 2.6 Provide legal, accounting, and insurance counseling the Project. services necessary for the Project, legal review of the 4.1.3 Expense of all reproduction, postage and handling of Construction Contract Documents, and such auditing services Drawings, Specifications, reports or other Project-related as the OWNER may require to account for expenditures of work product of the ENGINEER. sums paid to the Contractor. 4.1.4 Expense of computer time including charges for 2.7 Furnish permits and approvals from all governmental proprietary programs. authorities having jurisdiction over this Project and from 4.1.5 When authorized in advance by the OWNER, expense others as may be necessary for completion of the Project. of overtime work requiring higher than normal rates, and 2.8 Furnish above services at the OWNER's expense and in expense of preparing perspectives,renderings or models. such manner that the ENGINEER may rely upon them in the Article 5 PAYMENTS TO THE ENGINEER performance of his services under this Agreement. 5.1 Progress payments shall be made in proportion to 2.9 Obtain bids or proposals from contractors for work services rendered and as indicated within this Agreement and relating to this Project and bear all costs relating thereto. shall be due and owing within thirty days of the ENGINEER's submittal of his monthly statement. Past due amounts owed 2.10 Protect and preserve all survey stakes and markers shall include a charge at the maximum legal rate of interest placed at the Project site prior to the assumption of this from the thirtieth day. responsibility by the Contractor and bear all costs of replacing stakes or markers damaged or removed during said time 5.2 If the OWNER fails to make monthly payments due the. interval. ENGINEER, the ENGINEER may, after giving seven days written notice to OWNER, suspend services under this Agree- 2.11 Guarantee full and free access for the ENGINEER to ment. enter upon all property required for the performance of the 5.3 No deductions shall be made from the ENGINEER's ENGINEER's services under this Agreement. compensation on account of penalty, liquidated damages or 2.12 Give prompt written notice to the ENGINEER when other sums withheld from payments to Contractors. ever the OWNER observes or otherwise becomes aware of any 5.4 If the Project is delayed or if the ENGINEER's services defect in the Project or other event which may substantially for the Project are delayed or suspended for more than three affect the ENGINEER's performance of services under this months for reasons beyond the ENGINEER's control, the Agreement. ENGINEER may,after giving seven days written notice to the . OWNER, terminate this Agreement and the OWNER shall 2.13 Compensate the ENGINEER for services rendered compensate the ENGINEER in accordance with the termina- under this Agreement. tioq provision contained hereafter in this Agreement. • Pageof_9__ Article 6 GENERAL PROVISIONS by written instrument signed by both the OWNER and the ENGINEER. 6.1 Ownership of Documents All Drawings, Specifications and other work product of the 6.5 Governing Law ENGINEER for this Project are instruments of service for Unless otherwise specified within this Agreement, this Agree- this Project only and shall remain the property of the merit shall be governed by the law of the principal place of ENGINEER whether the Project is completed or not. Reuse business of the ENGINEER. of any of the instruments of service of the ENGINEER by the OWNER on extensions of this Project or on any other project 6.6 General without the written permission of the ENGINEER shall be at 6.6.1 Should litigation or arbitration occur between the two the OWNER's risk and the OWNER agrees to defend, indem parties relating to the provisions of this Agreement, all liti- nify and hold harmless the ENGINEER from all claims, damages,and expenses including attorneys' fees arising out of gation or arbitration expenses, collection expenses, witness such unauthorized reuse of the ENGINEER's instruments of fees, court costs and attorneys fees incurred by the prevailing service by the OWNER OR BY OTHERS ACTING party shall be paid by the non-prevailing party to the pre- THROUGH THE OWNER. Any reuse or adaptation of the vailing party. ENGINEER's instruments of service occurring after the 6.6.2 Neither party shall hold the other responsible for written agreement of the ENGINEER shall entitle the or damages delayin ENGINEER to further compensation in amounts to be agreed g performance caused by acts of God, upon by the OWNER and the ENGINEER. strikes, lockouts, accidents, or other events beyond the control of the other or the other's employees and agents. 6.6.3 In the event any provisions of this Agreement shall be 6.2 Delegation of Duties held to be invalid and unenforceable, the remaining provis- ions shall be valid and binding upon the parties.One or more Neither the OWNER nor the ENGINEER shall delegate his duties under this Agreement without the written consent of waivers by either party of any provision, term, condition or the other. covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. 6.6.4 The ENGINEER has not been retained or compen- 6.3 Termination sated to provide design and construction review services This Agreement may be terminated by either party by seven relating to the Contractor's safety precautions or to means, days written notice in the event of substantial failure to per- methods, techniques, sequences, or procedures required for form in accordance with the terms of this Agreement by the the Contractor to perform his work but not relating to the t. other party through no fault of the terminating party. If this final or completed structure; omitted services include but are Agreement is terminated, the ENGINEER shall be paid for not limited to shoring, scaffolding, underpinning, temporary services performed to the termination notice date including retainment of excavations and any erection methods and Reimbursable Expenses due plus Termination Expenses. temporary bracing. Termination Expenses are defined as Reimbursable Expenses 6.6.5 The ENGINEER intends to render his services under directly attributable to termination, plus 1507o of the total this Agreement in accordance with generally accepted profes- compensation earned to the time of termination to account sional practices for the intended use of the Project and makes for ENGINEER's rescheduling adjustments, reassignment of no warranty either express or implied. personnel and related costs incurred due to termination. 6.6.6 Any Opinion of the Construction Cost prepared by the ENGINEER represents his judgment as a design professional and is supplied for the general guidance of the OWNER. Since 6.4 Extent of Agreement the ENGINEER has no control over the cost of labor and This Agreement represents the entire and integrated agree- material, or over competitive bidding or market conditions, ment between the OWNER and the ENGINEER and super- the ENGINEER does not guarantee the accuracy of such cedes all prior negotiations, representations or agreements, Opinions as compared to Contractor bids or actual cost to the • either written or oral. This Agreement may be amended only OWNER. { Page Hof_9__ Article 7. SPECIAL PROVISIONS 7.1 Insurance and Indemnity 7.1.1 Engineer's Insurance—The ENGINEER shall acquire and maintain statutory workmen's compensation insurance coverage, employer's liability, comprehensive general liability insurance coverage and professional liability insurance coverage. The limits and deductible applicable to both comprehensive general liability and professional liability shall he established under a separate agreement between the parties. 7.1.2 Contractor's Insurance—Prior to the commencement of the work, the OWNER shall require the Contractor and any Sub- contractors to submit evidence that he(they) have obtained for the period of the Construction Contract and the guarantee period comprehensive general liability insurance coverage (including completed operations coverage). This coverage shall provide for bodily injury and property damage arising directly or indirectly out of, or in connection with, the performance of the work under the Construction Contract, and have a limit of not less than S 250,000.00 for all damages arising out of bodily injury, sickness or death of one person and an aggregate of$ 1,000,000.00 for damages arising out of bodily injury, sickness and death of two or more persons in any one occurrence. The property damage portion will provide for a limit of not less than S 250,000 00 for all damages arising out of injury to or destruction of property of others arising directly or indirectly out of or in connection with the performance of the work under the Construction Contract and in any one occurrence including explosion, collapse and underground exposures. Included in such coverage will be contractual coverage sufficiently broad to insure the provision of paragraph 7.1.4"Indemnity". The comprehensive general liability insurance will include as additional named insureds: the OWNER; the ENGINEER; and each of their officers,agents and employees. 7.1.3 Builders Risk"All Risk" Insurance—Before commencement of the work, the OWNER will require that the Contractor and any Subcontractors submit written evidence that he (they) have obtained for the period of the Construction Contract, Builders Risk "All Risk" Completed Value Insurance Coverage (including earthquake and flood) upon the entire Project which is the subject of the Construction Contract. Such insurance shall include as additional named insureds: the OWNER; the ENGINEER; and each of their officers, agents, employees and any other persons with an insurable interest as maybe designated by the OWNER. Such insurance may have a deductible clause but not to exceed $5,000, except that the earthquake deductible may be in accordance with generally accepted insurance practices in the locale where the coverage is issued. 7.1.4 Indemnity—The OWNER will require that any Contractor or Subcontractors performing work in connection with Drawings and Specifications produced under this Agreement to hold harmless, indemnify and defend, the OWNER and the ENGINEER, their consultants, and each of their officers, agents, and employees from any and all liability claims, losses or damage arising out of or alleged to arise from the Contractor's (or Subcontractor's) negligence in the performance of the work described in the Construction Contract Documents, but not including liability that may be due to the sole negligence of the OWNER, the ENGINEER, their consultants or their officers, agents and employees. Page 6 of 9 . 7.3 Resident Construction Review Services 7.3.1 If requested by the OWNER or recommended by the ENGINEER and approved in writing by the OWNER, the ENGINEER shall provide one or more full time Resident Project Representatives to assist the ENGINEER in order to render more extensive representation at the Project site during the Construction Phase. Such Resident Construction Review Services shall be paid for by the OWNER as Additional Services as defined within this Agreement.The limits of the authority, duties and responsibilities of a Resident Project Representative shall be described before such services begin by written instruments labeled Exhibit A, attached to, and made a part of this Agreement. 7.3.2 By means of the more extensive on-site observations of the work in progress, the ENGINEER will endeavor to provide further protection for the OWNER against defects and deficiencies in the Contractor's work, but the furnishing of such services shall not include construction review of the Contractor's construction means, methods, techniques, sequences or procedures, or of any safety precautions and programs in connection with the work, and the ENGINEER shall not be responsible for the Con- tractor's failure to carry out the work in accordance with the Construction Contract. Page 7 of 9 7.4 Limitation of Liability The OWNER agrees to limit the ENGINEER's liability to the OWNER and to all Construction Contractors and Subcontractors on the Project, due to the ENGINEER's professional negligent acts, errors or omissions, such that the total aggregate liability of the ENGINEER to those named shall not exceed fifty thousand ($50,000) dollars or the ENGINEER's total fee for services rendered on this Project, whichever is greater. • • Page 8 of 9 This Agreement executed the day and year written at the beginning of the Agreement. OWNER: ENGINEER: City off Waterloo, Iowa Wayne Claassen Engineering and Surveying, Inc. B y: 'l r`'...-es By: ��� /r .,'( 'L----' Timothy J. rley, M or William J. aassen, President ATTEST BY: ATT T BY: Nan ckert, City Clerk Denise DeLeon, Secretary Page 9 of 9 • 'IV.''ft • -• Vkik •VI.