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HomeMy WebLinkAboutShive-Hattery, Inc.-6/27/2016PROFESSIONAL SERVICES AGREEMENT PARTIES S -H: "S -H" shall mean Shive-Hattery, Inc. CLIENT: "CLIENT" shall mean the person or entity executing this Agreement with "S -H." CLIENT: City of Waterloo, IA 715 Mulberry Street Waterloo, IA 50703 PROJECT: City of Waterloo Dubuque and Osage Traffic Safety Improvements PROJECT LOCATION: Waterloo, IA DATE OF AGREEMENT: Jtme-1 -20-1-8 PROJECT DESCRIPTION The City of Waterloo intends to install a permanent traffic signal at the intersection of Dubuque Road with Osage Avenue. The improvements are funded with Traffic Safety Improvement Program (TSIP). Client specifications will be used for the project improvements. The Contract Administrator for the CLIENT is the City's Traffic Engineer. SCOPE OF SERVICES S -H will provide the following services for the project: Surveying; Traffic / Transportation Engineering including: Engineering Design, Design Supervision; Drafting. These services will consist of all or some of the following tasks: Project Management Tasks include kick-off coordination with CLIENT, site visit, project status updates, schedule tracking, and budget management. Phase 1 — Surveying The Consultant shall perform field and office tasks required to collect topographic information deemed necessary to complete the project. Phase 2 — Geometric Design Alternatives S -H will prepare up to two (2) conceptual layouts of the intersection for the City's review. Phase 3 — Signal Layout and Design 1. Traffic Signal Design. a. Traffic signal design includes: signal pole locations, detector locations and zones, underground conduit locations, signal heads, handholes, and lighting. 2. Submit signal design to City for review. 3. Review City comments and submit signal design to Iowa DOT for review. 4. Review Iowa DOT comments and finalize signal design. Phase 4 — Construction Documents for Traffic Signal 1. Check Plans for Signalized intersection to include: Project 216251p/10/005 I June 15, 2016 SHIVEHATTER ARCHITIi T IIRE,•ENGINWING agree and accept the extension. Total costs shall not exceed the Agreement amount as defined under Part 2 of Compensation. SCHEDULE S -H will begin our services based on your email authorizing us to proceed provided the Agreement is attached. • S -H will work with Client to develop a mutually agreed-upon schedule for the Scope of Services. COMPENSATION 1. Payment will be based on a Standard Hourly Rate plus reimbursable expenses enumeration using the rates as shown on Attachment A, but shall not exceed the Agreement amount. 2. The Agreement amount is $18,000. This is the not -to exceed amount. If at any time during the work Shive-Hattery determines that its actual costs will exceed the anticipated Agreement amount, it will promptly so notify the Contract Administrator in writing and describe what costs are causing the overrun and the reason. Overruns and additional expenses must receive prior Client official approval to be valid. Fee Type: • Specific Hourly Rate of Compensation plus reimbursable expenses. ADDITIONAL SERVICES Additional services can be performed through mutual agreement between the Contract Administrator and S -H. OTHER TERMS LIMITATION OF LIABILITY AND WAIVER OF CERTAIN DAMAGES The CLIENT agrees, to the fullest extent of the law, to limit the liability of S -H, its officers, directors, shareholders, employees, agents, subconsultants, affiliated companies, and any of them, to the CLIENT and any person or entity claiming by or through the CLIENT, for any and all claims, damages, liabilities, losses, costs, and expenses including reasonable attorneys' fees, experts' fees, or any other legal costs, in any way related to the Project or Agreement from any cause(s) to an amount that shall not exceed the compensation received by S -H under the agreement or fifty thousand dollars ($50,000), whichever is greater. The parties intend that this limitation of liability apply to any and all liability or cause of action, claim, theory of recovery, or remedy however alleged or arising, including but not limited to negligence, errors or omissions, strict liability, breach of contract or warranty, express, implied or equitable indemnity and all other claims, which except for the limitation of liability above, the CLIENT waives. CLIENT hereby releases S -H, its officers, directors, shareholders, employees, agents, subconsultants, affiliated companies, and any of them, and none shall be liable to the CLIENT for consequential, special, exemplary, punitive, indirect or incidental losses or damages, including but riot limited to loss of use, loss of product, cost of capital, loss of goodwill, lost revenues or loss of profit, interruption of business, down time costs, loss of data, cost of cover, or governmental penalties or fines. INDEMNIFICATION Subject to the limitation of liability in this Agreement, S -H agrees to the fullest extent permitted by law, to indemnify and hold harmless the CLIENT, its officers, directors, shareholders, employees, contractors, subcontractors and consultants against all claims, damages, liabilities, losses or costs, including reasonable attorneys' fees, experts' fees, or other legal costs to the extent caused by S -H's negligent performance of service under this Agreement or willful misconduct, and that of its officers, directors, shareholders, employees, agents, or anyone for whom S -H is legally liable. The CLIENT agrees to the fullest extent permitted by law, to indemnify and hold harmless S -H, its officers, directors, shareholders, employees, agents, subconsultants, and affiliated companies against all damages, liabilities, losses, costs, and expenses including, reasonable attorneys' fees, expert's fees, and any other legal costs to the extent caused by the acts or omissions of the CLIENT, its employees, agents, contractors, subcontractors, consultants or anyone for whom the CLIENT is legally liable. H shall be entitled to rely upon the accuracy and completeness thereof. The CLIENT recognizes that it is difficult for S -H to assure the accuracy, completeness and sufficiency of such client-turnished information, either because it is provided by others or because of errors or omissions which may have occurred in assembling the information the CLIENT is providing. Accordingly, the CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless S -H, its officers, directors, shareholders, employees, agents, subconsultants and affiliated companies, and any of them, from and against any and all claims, liabilities, losses, costs , expenses (including reasonable attorneys' fees, experts' fees, and any other legal costs) for injury or loss arising or allegedly arising from errors, omissions or inaccuracies in documents or other information provided by the CLIENT. UNDERGROUND UTILITIES Information for location of underground utilities may come from the CLIENT, third parties, and/or research performed by S -H or its subcontractors. S -1-I will use the standard of care defined in this Agreement in providing this service. The information that S -H must rely on from various utilities and other records may be inaccurate or incomplete. Therefore, the CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless S -H, its officers, directors, shareholders, employees agents, subconsultants, affiliated companies, and any of them for all claims, losses, costs and damages arising out of the location of underground utilities provided or any information related to underground utilities by S -H under this Agreement. CONTRACTOR MATTERS . CLIENT agrees that S -H shall not be responsible for the acts or omissions of the CLIENT's contractor, or subcontractors, their employees, agents, consultants, suppliers or arising from contractor's or subcontractors' work, their employees, agents, consultants, suppliers or other entities that are responsible for performing work that is not in conformance with the construction Contract Documents, if any, prepared by S -H under this Agreement. S -H shall not have responsibility for means, methods, techniques, sequences, and progress of construction of the contractor, subcontractors, agents, employees, agents, consultants, or others entities. In addition, CLIENT agrees that S -H is not responsible for safety at the project site and that safety during construction is for the CLIENT to address in the contract between the CLIENT and contractor. SHOP DRAWING REVIEW If, as part of this Agreement S -H reviews and approves Contractor submittals, such as shop drawings, product data, samples and other data, as required by S -H, these reviews and approvals shall be only for the limited purpose of checking for conformance with the design concept and the information expressed in the contract documents. This review shall not include review of the accuracy or completeness of details, such as quantities, dimensions, weights or gauges, fabrication processes, construction means or methods, coordination of the work with other trades or construction safety precautions, all of which are the sole responsibility of the Contractor. S -H's review shall be conducted with reasonable promptness while allowing sufficient time in S -H's judgment to permit adequate review. Review of a specific item shall not indicate that S-1-1 has reviewed the entire assembly of which the item is a component. S -H shall not be responsible for any deviations from the contract documents not brought to the attention of S -H in writing by the Contractor. S -H shall not be required to review partial submissions or those for which submissions of correlated items have not been received. OPINIONS OF PROBABLE COST If, as part of this Agreement S -H is providing opinions of probable construction cost, the CLIENT understands that S -H has no control over costs or the price of labor, equipment or materials, or over the Contractor's method of pricing, and that S -H's opinions of probable construction costs are to be made on the basis of S -H's qualifications and experience. S -H makes no warranty, expressed or implied, as to the accuracy of such opinions as compared to bid or actual costs. CONSTRUCTION OBSERVATION If, as part of this Agreement S -H is providing construction observation services, 8-1-1 shall visit the project at appropriate intervals during construction to become generally familiar with the progress and quality of the contractors' work and to determine if the work is proceeding in general accordance with the Contract Documents. Unless otherwise specified in the Agreement, the CLIENT has not retained S-1-1 to make detailed inspections or to provide exhaustive or continuous project review and observation services. S- H does not guarantee the performance of, and shall have no responsibility for, the acts or omissions of any contractor, its subcontractors, employees, agents, consultants, suppliers or any other entities furnishing materials or performing any work on the project. S -H shall advise the CLIENT if S -H observes that the contractor is not performing in general conformance of Contract Documents. CLIENT shall determine if work of contractor should be stopped to resolve any problems. OTHER SERVICES The CLIENT may direct S -H to provide other services including, but not limited to, any additional services identified in S -H's proposal. If 8-1-1 agrees to provide these services, then the schedule shall be reasonably adjusted to allow S -H to provide these services. Compensation for such services shall be at S -H's Standard Hourly Fee Schedule in effect at the time the work is performed unless there is a written Amendment to Agreement that contains an alternative compensation provision. Ownership of Engineering Documents All intellectual property rights to parts of sketches, tracings, plans, specifications, reports on special studies and other data prepared by S -H under this Agreement shall belong to 8-1i. AGREEMENT This proposal shall become the Agreement for Services when accepted by both parties. Original, facsimile, electronic signatures or other electronic acceptance by the parties (and returned to Shive- Hattery) are deemed acceptable for binding the parties to the Agreement. The Client representative signing this Agreement warrants that he or she is authorized to enter into this Agreement on behalf of the Client. For Shive-Hattery BY: l/ TITLE: Transportation Engineer/ Project Manager PRINTED NAME: Bryan Benjamin DATE: 6/15/2016 For CLIENT: City of Waterloo, IA BY: TITLE: M 0.yor (signature) / PRINTED NAME: V en l Irl + DATE: bo 127hb CC: Justin Campbell Marcus Januario