Loading...
Signed Contract_Burlington and National Street Water Main Replacement Project 2021 Award Design Engineering Contract with WHKS & Co.City of Dubuque City Council Meeting Consent Items # 22. Copyrighted July 19, 2021 ITEM TITLE: Signed Contract(s) SUMMARY: American Queen Steamboat Company Inc. for Docking Agreement at the Port of Dubuque -American Trust River's Edge Plaza; Celebration Belle for Docking Agreement at Port of Dubuque - Alliant Plaza Docking Facility; Robin Dodd for management of Miller Riverview Park and Campground and Dubuque Water Sports Club; Morton Salt, Inc for Public Works Ice Control Road Salt; WHKS & Co. for the Burlington and National Water Main Replacement Project 2021. SUGGESTED Suggested Disposition: Receive and File DISPOSITION: ATTACHMENTS: Description Type Docking Agreement for American Trust River's Edge Plaza Docking Agreement for Alliant Plaza Docking Facility Miller Riverview Park and Campground and Dubuque Water Sports Club Burlington and National Water Main Replacement Project 2021 Public Works Ice Control Road Salt Supporting Documentation Supporting Documentation Supporting Documentation Supporting Documentation Supporting Documentation THE CITY OF Dubuque DUB93E All -America City Masterpiece on the Mississippi 11111.1 2007. 2012. 2013. 2017 TO: Michael C. Van Milligen, City Manager FROM: Christopher Lester, Water Department Manager SUBJECT: Burlington and National Street Water Main Replacement Project 2021 Award Design Engineering Contract DATE: July 9, 2021 INTRODUCTION The purpose of this memorandum is to request authorization and execution of the attached engineering services contract with WHKS & Co. of East Dubuque, Illinois (WHKS) in the amount of $50,515. WHKS will assist the City with preliminary and final design engineering, construction plans and specifications, bidding assistance through award, and construction inspection, the Burlington and National Street Water Main Replacement Project 2021. BACKGROUND Since 2004, the area in and around Burlington Street and National Street has been subject to ten water main breaks, with five of those events occurring in the last three years. Not only are the residents inconvenienced with unplanned water outages, but the main breaks have also resulted in some localized flooding of adjacent properties. The water main in Burlington Street is 1937, 6-inch cast iron pipe, and in National Street is 1930's, 6-inch mono cast pipe. Both water mains were installed with lead joints and at some locations buried deeper than normal to a depth of 9feet-6inches. The street is unimproved with no storm sewer and has an asphalt curb -line where it has been requested by the residents. DISCUSSION Following the main break that occurred on February 23, 2020, the city was contacted by a representative of the neighborhood requesting the city examine and evaluate the replacement water main in the area. Planning and Design Engineering In June, the City solicited for engineering proposals to complete engineering planning and design of the Burlington and National Street Water Main Replacement Project. Engineering Firm Review and Short List Process The City received five engineering proposals on July 2, 2021 via email and at the City Clerk's office. Each proposal was reviewed and scored by the Kerry Leppert, Water Engineering Assistant and Christopher Lester, Water Department Manager. Proposals were submitted by: Axiom Consultants of Iowa City, Iowa; MSA Professional Services of Dubuque, Iowa; Origin Design of Dubuque, Iowa; the team of Watersmith Engineering/Buesing & Associates of Muscatine, Iowa and Dubuque, Iowa; and WHKS of East Dubuque, Illinois. Staff reviewed each proposal to ensure that the minimum requirements of the proposal were met. Each proposal was evaluated using a scoring system made available publicly in the RFP. Qualifying proposals were short-listed for final selection. The following criteria was used to initially evaluate the submitted proposals: The firm must have a high level of professional competence and a proven track record in the preparation of similar projects: a. Qualifications and experience of the Consultant and any sub consultants. b. Demonstration of the project team's professional expertise and technical abilities. c. If a joint venture with sub consultants, the track records of the Firms experience working together. d. Experience of the Consultant working on municipal projects. e. Experience of the Consultant working on municipal projects in Iowa. 2. Review of the quality and completeness of the written proposal. The proposal should clearly demonstrate understanding of the City's overall objectives for the project. 3. Review of the design approach/methodology in completing scope of services such as: a. Grasp of project requirements and level of interest in the project. b. Creativity and problem -solving ability. c. Ability of Consultant team to demonstrate initiative, motivation and knowledge as an indication of their desire to work with the City of Dubuque. 4. Confirm inclusion of a proposed schedule required to complete the project. Final Selection and Recommendation The three firms short listed were evaluated on the level of effort necessary to perform the requested scope of services. The staff evaluated the time to complete each task, the qualifications and experience of the individuals identified, the innovation and initiative 2 each firm would bring to solving the problem, i.e. their ability and knowledge to challenge the current solution prescribed in previous studies and the ability to recognize other solutions that may result in cost savings, and the overall cost. The following is a cost summary of each firm. WHKS MSA Origin Design Preliminary and Final $33,385 $42,700 $49,100 Engineering Design Bidding and Award $2,760 $2,000 $7,300 Construction Administration and $14,370 $23,300 $37,400 Inspection Estimated Total Engineering $50,515 $68,000 $93,800 Costs Upon review of the information provided from each firm including an evaluation of the costs associated with the full scope of services recommends the City enter a contract with WHKS of East Dubuque, Illinois. WHKS has worked extensively with the City of Dubuque's Water Department on several projects including the 2019 Tamarack Park Water Main Extension project which was completed on schedule with minimal change orders, ensuring the City's compliance with the Iowa Department of Natural Resources completion schedule. The contract has been reviewed by Barry Lindahl, City Attorney's office. BUDGETIMPACT The estimate of probable cost for the Burlington & National Street Water Main Replacement Project 2021 is: Description Cost Estimate Construction Cost Estimate* $350,000 Contingency $35,000 Engineering & Inspection** $100,000 Total Estimated Project Cost $485,000 *Costs for construction materials increased significantly during COVID-19, therefore the original construction estimate was increased by 17% (Combined Average percentage increase of Plastic, Steel and Copper) from an estimated $300,000 to $350,000. **Costs for Engineering and Inspection services were higher than anticipated during a recent proposal request for engineering services for Orchard Drive Water Main Replacement, therefore additional funding may also be requested beyond the designated CIP. 3 The project currently has funding identified in FY2022, however due to possible increase in construction, design engineering, and inspection services funding is being requested for reallocation from a complementary capital project. A source of possible additional project funding could be made available from 740-2873 Public Safety Way. The water main extension along Public Safety Way was cancelled in 2020 and funds were not reassigned to another project. The source of the funds identified are Water Construction Local Funds. CIP No. FY Fund Description Fund Amount 740-2897 2022 Burlington Street Water Main Replacement $350,000 740-2873 2021 Public Safety Way $135,000 Total Funds Available $485,000 Funds are available support the proposal from WHKS. The engineering proposal from WHKS in the amount of $50,515 is $49,485 or 49.5% less than the available funds of $100,000. TENTATIVE SCHEDULE Solicit for Engineering Design Proposals Completed Receipt of Proposals Completed Award Engineering Design In process Initiate Public Bidding & Set Public Hearing Date August 16, 2021 Publish Notice to Bidders, Advertise for Bids August 18, 2021 Publish Public Hearing Notice on Plans & Specs August 20, 2021 Public Hearing on Plans & Specifications September 7, 2021 Receipt of Bid Proposals (Bid Letting) September 9, 2021 Award Construction Contract September 20, 2021 Project Completion Date November 12, 2021 REQUESTED ACTION I respectfully request authorization and execution of the attached engineering services contract with WHKS & Co. of East Dubuque, Illinois (WHKS) in the amount of $50,515. WHKS will assist the City with preliminary and final design engineering, construction plans and specifications, bidding assistance through award, and construction inspection, the Burlington and National Street Water Main Replacement Project 2021. Once signed the contract will be placed on the next available City Council Consent Agenda, Signed Contracts. Attachments: WHKS Contract 12 cc: Jenny Larson, Director of Finance and Budget Gus Psihoyos, City Engineer John Klostermann, Public Works Director Jathks PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, by and between the City of Dubuque hereinafter referred to as the "Client" and WHKS & Co., hereinafter referred to as "WHKS", is made as follows: WHEREAS, the Client has a need for certain professional services relating to the project described as Burlington and National Water Main Replacement Project 2021. WHEREAS, WHKS proposes to furnish the professional services required by the Client for said project, NOW THEREFORE, the Client hereby agrees to retain and compensate WHKS to perform the professional services in accordance with the terms and conditions of this Agreement and the attached Standard Terms and Conditions. WHKS shall perform the following described services for the Client: Design, bid, and construction phase engineering services as described on the attached Scope of Services included in Exhibit A. For the services described above, the Client shall remunerate WHKS as follows: Billed Hourly with a Not -to -Exceed Fee of $50,515.00 including Expenses. Executed this day of July, 2021 City of Dubuque / WHKS & co. By: lat ��By: Printed Name: Michael C. Van Milligan Printed Name: Steven Scott Sweet, P.E. Title: Citv Manaaer Title: Principal whks Exhibit A to Professional Services Agreement A. Project Description The project consists of the survey, design and part-time construction services for the replacement of existing water mains along Burlington St., National St., Stoltz St., and Muscatine St. and locating an appropriate site for an air release valve as shown on Exhibit B. The project will use the City of Dubuque special provisions and SUDAS specifications. The water main on all streets, other than Burlington, will be considered alternate bids. 1. Project Management The Project Manager will; a. Keep strict control over costs related to this project. b. Will serve as the primary point of contact for all exchange of information between the Client and the Contractor. c. Maintain an updated critical path project schedule based on the proposed completion schedule. d. Coordinate with the City to maintain an updated Total Project Cost (TPC) budget for the duration of the project. The budget shall include estimated consultant and vendor fees, construction costs, and all direct costs and reimbursable expenses for the Consultant, Sub -consultants, and the City. e. Prepare bi-monthly project progress reports or as requested by the Client. f. Attend three (3) project update meetings, not including the kick- off meetings. g. Conduct an onsite or tabletop kick-off meeting with Water Department Staff as assigned by the Department Manager or designee to confirm scope, schedule, and budget for the project. 2. Quality Assurance/Quality Control The Consultant shall have a formal written QA/QC program in place for the full duration of the project. The written program may be requested by the City at the project kick-off meeting for review. Upon request from the City and at any time throughout the project, the Consultant shall provide documentation to the City that verifies the QA/QC program is being actively utilized and followed. B. Project Scope of Services 1. Survey, Design, Bidding, Award, and Construction Observation The following are the scope of services related to the Burlington and National Street Water Main Replacement Project 2021: a. Conduct design survey for the purposes of creating engineered plans and specifications for bidding. b. Obtain in field video (drone with permit, or traditional video means) of pre -construction road, housing, and sidewalks adjacent to the project site and construction limits to limit future conflict and claims. Obtain photos to supplement the video where further detail may be necessary. Prepare a searchable electronic report by naming video and photo locations for the City's files. c. Conduct a survey of the distribution system to determine the best location of a proposed air release structure. d. Review alternative methods of replacement may be applicable because of the late season bidding of the project. It is anticipated the wearing surface shall be fully restored prior to the close of the asphalt plant which is typically early November. In that event that traditional installation is necessary, an alternate will be included in the bid for temporary surfacing. The City's Public Works Department shall complete the street resurfacing in 2022 in the event temporary resurfacing is conducted. e. Determine limits of curb line and sidewalk replacement and/or installation with Water Department, Engineering, and Public Works Staff. f. Review Park Hill Pumping Station data with Water Treatment Plant operations staff to monitor routine and regular operation of the Park Hill Pumping Station following water main replacement and air release structure installation. g. Prepare final engineering design and specification documents, including any alternates and temporary surfacing, for bidding in accordance with the City's design Standard and Specifications SUDAS and the Water Department's Specification. h. Prepare Engineered Estimate of Probable Cost. i. Obtain all necessary local and state permits, including DNR permits. j. Assist the City with bid letting, City Manager and Council memorandum preparation, and award services. k. Construction observation and inspection of four (4) hours, intermittent per day is expected to answer questions, obtain material counts for as-builts, and make sure construction is per City standards and SUDAS specifications. I. Provide construction administration assistance during construction. Contract administration assistance activities conducted during project construction include clarification of design details, periodic visits to the construction site to observe the progress of work, review of shop drawings, review periodic payment estimates for completed construction work and recommend payments for processing, prepare change orders when required, and prepare the final summary of construction costs. m. Conduct a preconstruction meeting with Client, Contractor and Utility Owners. n. Prepare record drawings at the completion of the construction. o. Provide construction updates to the Client. p. Provide as-builts of the construction project and submit to the City of Dubuque Water Department upon completion. WHKS will be responsible for maintaining construction records of all water distribution materials used in the project. Measurements from existing surface features such as from back -of -curbs, building foundation lines, valves and hydrants to the new water mains, valve fittings, etc., shall be recorded, including depth measurements. Upon installation, copies of the construction records shall be submitted to the City of Dubuque Water Department located at 925 Kerper Court, Dubuque, Iowa 52001. The primary contact person is Kerry Leppert (563)-589-4292 or (email) kleppert cityofdubuque.org. C. Project Area 1. See Exhibit B for Project Area. Special Engineering Services are those services not listed above, but which may be required or advisable to accomplish the Project. Special Engineering Services shall be performed when authorized by the Client for additional fees, to be determined at the time authorized. Special Engineering Services include: 1. Land surveying and platting 2. Easement research, plats or descriptions 3. Negotiation for easements or land acquisition 4. Special assessment assistance 5. Quality control testing and construction materials testing 6. Permits other than those identified above 7. Funding assistance, including grant and/or loan applications 8. Water and/or sanitary sewer rate studies 9. Geotechnical design/recommendations 10. Structural evaluation and/or design 11. Attendance at additional meetings (other than those listed above) Burlington -National Water . Project Ovei 2970 v� �o 375 DO s,� 2960 2999 PQV4 , �t2950 x 273 �a n rAL�_ERNA�#3 OLT2975 7Z ST. ! 2967 ! V 2951 380 ale 2944 S 400 PV 29474, , �P ! ! 3040 2945 467 Cp 2935 3035 ! 475 ! n 3015 ! R 2960 ALTEF 3009 n� A NATIC 4/A A ­ 3080 3060 2940 3090 ('�: 2938 3040 Y965 KE6�%CUK�T 6"! e` i 4CIAC 2934 3020 rO 2945 2937 3085 3010 i N 500 P ! MAIN PROJECT 2933 �2 BURLINGTON ST. (D % 2925 4 h 3015 x 510 PS kF0 �O4 2950 3 530 �. 6+„ 540 24 535 296 4 5 601 2 2945 UU�B��E �Special Achievement in GIS 2775 0 2018 Award Winner i Masterpiece on the Mississippi Cp 3 i 2774 N I'3 • 0 i city Du - • O • • ,IA s i Kucer • • ® Inte a • Yr 2. ti 17 ///�v/ • u see • —b.: TM1Is mf°�rnazl°n was c° Pottle V sn9 th, D,b,,I,,,A 5 phlc ys n �oAe s7 _ em a ted b L, °r � • he d s tl e a,,,,the 1 inch = 1 fe t • • he Cl[ que tl 'nug g fii d M1 ^ s up be tl f I bl DAGIS d • °f° ° 1h c y d h p 9 0 50 100 0 00 0 Feet agen II h le for a y d [- d ' d I c° .. p , °f';pec al tlp 9 h h bl bl it, 't °f the autli d M1 tl use °f th �d [ the nabl'ty t° use this tl °f, b cM1 °f y M1 sever. V //\\/JJ\J\�^\•�` • • b •f C , • o G n Map Prepared by: City of Dubuque Water Department 1902 Hawthorne St 563-589-4291 STANDARD TERMS AND CONDITIONS FOR PUBLIC SECTOR PROJECTS 1. Scope of Services Client and WHKS have agreed to a list of services WHKS will provide to Client as listed on the Professional Services Agreement Form. 2. Governinq Law The laws of the State of Iowa will govern this Agreement, its interpreta- tion and performance. Any litigation arising in any way from this Agreement shall be brought in the Iowa District Court for Dubuque Coun . 3. Standard of Care Services provided by WHKS under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances aR IeEaR . 4. Integration This Agreement comprises the final and complete agreement between Client and WHKS. It supersedes all prior communications, representa- tions, or agreements, whether oral or written, relating to the subject matter of this Agreement. Execution of this Agreement signifies that each party has read the document thoroughly. Amendments to this Agreement shall not be binding unless made in writing and signed by both Client and WHKS. 5. Guarantees and Warranties WHKS shall not be required to sign any documents, no matter by whom requested, that would result in WHKS having to guarantee or warrant the existence of conditions whose existence WHKS cannot ascertain. Client also agrees not to make resolution of any dispute with WHKS or payment of any amount due to WHKS in any way contingent upon WHKS signing any such guarantee or warranty. 6. Indemnification WHKS agrees, to the extent permitted by law, to indemnify and hold Client, its officers and employees harmless from any damage, liability or cost (including reasonable attorney's fees and costs of defense) to the extent caused by WHKS' negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its subconsultants or anyone for whom WHKS is legally liable. Client agrees, to the extent permitted by law, to indemnify and hold WHKS harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by Client's negligent acts, errors or omissions and those of Client's contractors, subcontractors or consultants or anyone for whom Client is legally liable. Neither WHKS nor Client shall be obligated to indemnify the other party in any manner whatsoever for the other party's own negligence. 7. Billing and PaymentProvisions Invoices shall be submitted by WHKS monthly and are due upon presentation and shall be considered PAST DUE if not paid within thirty (30) calendar days of the invoice date. If payment is not received by WHKS within thirty (30) calendar days of the invoice date, Client shall pay as interest an additional charge of one whks crr mrs + plannen + WW urw7mrs Page 1 of 4 and one -quarter percent (1.25%) of the PAST DUE amount per month. Payment thereafter shall first be applied to accrued interest and then to the unpaid principal. If Client fails to make payments within sixty (60) days from the date of an invoice or otherwise is in breach of this Agreement, WHKS may, at its option, suspend performance of services upon five (5) calendar days' notice to Client. WHKS shall have no liability whatsoever to Client for any costs or damages as a result of such suspension caused by any breach of this Agreement by Client. If Client fails to make payment to WHKS in accordance with the payment terms herein, this shall constitute a material breach of this Agreement and shall be cause for termination by WHKS. In the event legal action is necessary to enforce the payment provisions of this Agreement, WHKS shall be entitled to collect from Client any judgment or settlement sums due, reasonable attorneys' fees, court costs and expenses incurred by WHKS in connection therewith and, in addition, the reasonable value of WHKS personnel time and expenses spent in connection with such collection action, computed at WHKS current fee schedule and expense policies. Payment of invoices is in no case subject to unilateral discounting or set -offs by Client, and payment is due regardless of suspension or termination of this Agreement by either party. 8. Ownership of Records All reports, plans, specifications, field data and notes and other documents, including all documents on electronic media, prepared by WHKS as instruments of service shall remain the property of WHKS. Client shall be permitted to retain copies, including reproducible copies, of the plans and specifications for information and reference in connection with Client's use of the completed project. The plans and specifications shall not be used by Client or by others on other similar projects except by agreement in writing by WHKS. 9. Delivery of Electronic Files In accepting and utilizing any drawings, reports and data on any form of electronic media generated and provided by WHKS, Client covenants and agrees that all such electronic files are instruments of service of WHKS, who shall be deemed the author, and who shall retain all rights under common and statutory laws, and other rights, including copyrights. Client is aware that differences may exist between the electronic files delivered and the respective construction documents due to addenda, change orders or other revisions. In the event of a conflict between the signed construction documents prepared by WHKS and electronic files, the signed construction documents shall govern. Client and WHKS agree that the electronic files prepared by WHKS shall conform to the current CADD software in use by WHKS or to other mutually agreeable CADD specifica- tions defined in the Agreement. Any changes to the CADD specifications by either Client or WHKS are subject to review and acceptance by the other party. Additional efforts by WHKS made necessary by a change to the CADD specifications or other software shall be compensated for as Additional Services. The electronic files provided by WHKS to Client are submitted for an acceptance period of 60 days. Any defects Client discovers during this period will be reported to WHKS and will be corrected as part of the Scope of Services. Correction of defects detected and reported after the acceptance period will be compensated for as Additional Services. Client agrees not to reuse the electronic files, in whole or in part, for any purpose or project other than the project that is the subject of this Agreement. Client agrees not to transfer the electronic files to others without the prior written consent of WHKS, except as required by law. In addition, Client agrees, to the extent permitted by law, to indemnify and hold WHKS harmless from any damage, liability or cost, including reasonable attorney's fees and costs of defense, arising from any changes made by anyone other than WHKS or from any reuse of the electronic files without the prior written consent of WHKS. Under no circumstance shall delivery of the electronic files for use by Client be deemed a sale by WHKS and WHKS makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall WHKS be liable for any loss of profit or any consequential damages. 10. Changed Conditions Client shall rely on the judgment of WHKS as to the continued adequacy of this agreement in light of occurrences or discoveries that were not originally contemplated by or known to WHKS. Should WHKS call for contract renegotiation, WHKS shall identify the changed conditions necessitating renegotiation and WHKS and Client shall promptly and in good faith enter into renegotiation of this Agreement. If terms cannot be agreed to, the parties agree that either party has the absolute right to terminate this Agreement. 11. Permits and Approvals WHKS shall assist Client in applying for those permits and approvals typically required by law for projects similar to the one for which WHKS services are being engaged. This assistance consists of completing and submitting forms as to the results of certain work included in the Scope of Services. 12. Suspension of Services If the project is suspended for more than thirty (30) calendar days in the aggregate, WHKS shall be compensated for services performed and charges incurred prior to receipt of notice to suspend and, upon resumption, an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In addition, there shall be an equitable adjustment in the project schedule based on the delay caused by the suspension. If the project is suspended for more than ninety (90) calendar days in the aggregate, WHKS may, at its option, terminate this Agreement upon giving notice in writing to Client. 13. Termination Either Client or WHKS may terminate this Agreement at any time with or without cause upon delivering to giving the other party not less than seven (7) calendar days prior written notice. Client shall within thirty (30) calendar days of termination pay WHKS for all services rendered and all costs incurred up to the date of termination, in accordance with the compensation provisions of the Agreement. 14. Unauthorized Changes In the event Client, Client's contractors or subcontractors or anyone for whom Client is legally liable makes or permits to be made any changes to any reports, plans, specifications or other contract documents prepared by WHKS without obtaining WHKS' prior written consent, Client shall assume full responsibility for the results of such changes. Therefore, Client agrees to waive any claim against WHKS and to release WHKS from any liability arising directly or indirectly from such changes. Client also agrees, to the extent permitted by laws, to indemnify and hold WHKS harmless from any Page 2 of 4 damage, liability or cost, including reasonable attorneys' fees and costs of defense, arising from such changes. 15. Jobsite Safety Neither the professional activities of WHKS nor the presence of WHKS or its employees and subconsultants at a construction site, shall relieve the General Contractor and any other entity of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the construction work in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. WHKS and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. 16. Additional Services Services which are requested by Client or are required as part of the Project, but are not included in the Scope of Services, are considered Additional Services. WHKS will notify Client in writing when Additional Services will be needed. WHKS and Client will agree on the extent of the Additional Service(s) required and will agree on the method and amount of the compensation for performance of said agreed upon Additional Services. WHKS will not perform Additional Services which will result in additional cost to Client without daGuMeRted verbal rp for written authority of Client. In the event WHKS is requested or required to participate in any dispute resolution procedure which involves any aspect of the Project, Client agrees to compensate WHKS for the reasonable value of WHKS' personnel time and expensesspent in connection with such procedures computed at WHKS' then current fee schedule and expense policies. 17. Dispute Resolution In an effort to resolve any conflicts that arise, Client and WHKS agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. 18. Third Party Beneficiaries Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either Client or WHKS. WHKS' services under this Agreement are being performed solely for Client's benefit, and no other entity shall have any claim against WHKS because of this Agreement or the performance or nonperformance of services hereunder. 19. Extension of Protection Client agrees to extend any and all liability limitations and indemnifications provided by Client to WHKS to those individuals and entities WHKS retains for performance of the services under this Agreement, including but not limited to WHKS officers and employees and their heirs and assigns, as well as WHKS subconsultants and their officers, employees, heirs and assigns. 20. Timeliness of Performance WHKS will perform the services described in the Scope of Services with due and reasonable diligence consistent with sound professional practices. 21. Delays WHKS is not responsible for delays caused by factors beyond WHKS' reasonable control, including but not limited to delays because of strikes, lockouts, work slowdowns or stoppages, accidents, acts of God, failure of any governmental or other regulatory authority to act in a timely manner, failure of Client to furnish timely information or approve or disapprove of WHKS' services or work product promptly, or delays caused by faulty performance by Client or by contractors of any level. When such delays beyond WHKS' reasonable control occur, Client agrees WHKS is not responsible for damages, nor shall WHKS be deemed to be in default of this Agreement. 22. Right to Retain Subconsultants WHKS may use the services of subconsultants when, in the sole opinion of WHKS, it is appropriate and customary to do so. Such persons and entities include, but are not limited to, aerial mapping specialists, geotechnical consultants and testing laboratories. WHKS' use of other consultants for additional services shall not be unreasonably restricted by Client provided WHKS notifies Client in advance. 23. Assignment Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement (including but not limited to monies that are due or monies that may be due) without the prior written consent of the other party. 24. Severability and Survival Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void, and all remaining provisions shall continue in full force andeffect. 25. Hazardous Materials It is acknowledged by both parties that WHKS' Scope of Services does not include any services related to asbestos or hazardous or toxic materials. In the event WHKS or any other party encounters asbestos or hazardous or toxic materials at the Jobsite, or should it become known in any way that such materials may be present at the jobsite or any adjacent areas that may affect the performance of WHKS services, Page 3 of 4 WHKS may, at its option and without liability for consequential or any other damages, suspend performance of services on the project until Client retains appropriate specialist consultant(s) or contractor(s) to identify, abate and/or remove the asbestos or hazardous or toxic materials, and warrant that the jobsite is in full compliance with applicable laws and regulations. 26. Joint Participation The parties have participated jointly in the negotiation and preparation of all agreements between the parties. Each party has had an opportunity to obtain the advice of legal counsel and to review and comment upon this instrument. Accordingly, no rule of construction shall apply against any party or in favor of any party. This instrument shall be construed as if the parties jointly prepared it and any uncertainty or ambiguity shall not be interpreted against one partyand in favor of another. 27. Record Documents If required in the Professional Services Agreement, WHKS shall, upon completion of the Work, compile for and deliver to the Client a reproducible set of Record Documents that are based upon the marked -up record drawings, addenda, change orders and other data furnished by the Contractor or other third parties. These Record Documents may show certain significant changes from the original design made during construction. Because these Record Documents are based on unverified information provided by other parties, which the Consultant is entitled to assume as reliable, the Consultant does not warrant their accuracy. 28. Insurance. WHKS shall at all times during the performance of Services pursuant to this Agreement provide insurance as described in the attached Insurance Schedule. Revised 02/23/07 Revised: 04/29/09 Page 4 of 4