Contract Signed: IIW Service Agreement
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MEMORANDUM
October 31, 2006
TO: Michael C. Van Milligen, City Manager
FROM: Don Vogt, Public Works Director 0
SUBJECT: IIW Service Agreement
INTRODUCTION
The purposes of this memorandum are to provide information and recommend action
regarding the attached service agreement from IIW Engineers and Surveyors.
BACKGROUND
At the Public Works Department's FY08-FY12 Capital Improvement Projects budget
meeting with you two weeks ago, you directed that research be done as to whether the
former Public Works Garage's new roof, scheduled and budgeted for FY09, could be a
"green" roof. Since IIW had been retained just four years ago to do a complete
structural analysis of the building, it seemed logical that IIW could provide a more
expedient and less expensive investigation regarding the facility's capacity to support a
green roof. As a result, IIW was asked to prepare a brief proposal/agreement with a
cost estimate.
DISCUSSION
Two copies of that agreement are attached. They have been reviewed by Engineering's
Steve Brown and deemed appropriate, as has IIW's insurance coverage.
ACTION STEP
Your endorsement of the attached agreements is recommended and requested.
Attachments
SHORT FORM AGREEMENT
FOR
PROFESSIONAL ENGINEERING/SURVEYING SERVICES
BETWEEN:
IIW Engineers & Surveyors, P.C.
4155 Pennsylvania Ave.
Dubuque, IA 52002-2628
Phone: (563) 556-2464
Proj. Mgr.: Ron Balmer
FOR: Client:
Phone No.:
Contact:
City of Dubuque
Public Works Department
925 Kerper Court
Dubuque, IA 52001
(563) 589-4346
Don Vo t
Address:
Date: 25 Oct 06
Project Description: Former O&M Garage Green Roof Study
IIW Project No.: 06006-06
WITH SCOPE OF SERVICES AS DESCRIBED BELOW:
1. Meeting with City Staff to review alternate concepts and receive direction on specific approach.
2. Research cost factors for planted roofs and photo-voltaic panels.
3. Determine if there are any significant factors that would preclude or limit the installation of either system
on the existing structure.
4. Determine the relative magnitude of structural alterations that might conceptually be required.
5. Provide an estimate of Probable Construction Cost for budgeting purposes.
6. Deliverable: Narrative description of each proposed system with any available supporting literature,
Estimate of Probable Construction Cost with a eneral breakdown.
EXCLUSIONS:
1. Development of Bidding Documents, Bidding phase services, or Construction Administration.
2. Presentation of our findings beyond providing the written materials described above.
3. Condition assessment of the existing structure.
4. Identification of hazardous materials that may affect, or be affected by, the proposed improvements.
5. Determining budget impact for revisions to the proposed scope of the overall improvements due to
budget considerations, phasing, or other factors.
FOR FEES AS OUTLINED BELOW:
IIW proposes to provide the above scope of services for a lump sum of $2,000.00. Fees reflecting the
progress of work will be invoiced monthly. Payments are due within 30 days of invoice date and late payments
will be considered just cause to stop work. Please see the attached General Terms and Conditions for
additional information.
OWNER'S RESPONSIBILITIES:
Provide all known information about the existing structure. Provide timely responses to all requests for
information. Provide unrestricted access to the facility given reasonable notice. Provide required assistance
and equipment to investigate various aspects of the facility including, but not limited to, ladders, flashlights,
equipment data, etc.
The attached General Terms and Conditions are made a part of this Agreement.
SUBMITTED BY:
ACCEPTED BY:
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ATTACHMENTS:
IIW General Terms and Conditions
General Terms and Conditions
IIW ENGINEERS & SURVEYORS, P.c.
The following General Terms and Conditions shall apply to the attached Agreement for
Professional Services between IIW Engineers & Surveyors, P.C., herein referred to as the
Consultant, and the Client identified in the attached Agreement.
The Client shall provide all criteria and full information with regard to his or her requirements for the Project, and shall
designate a person to act with authority on his or her behalf with respect to all aspects of the Project. This shall
include, but not be limited to, review and approval of design issues in the schematic design phase, design development
phase, and contract documents phase. These approvals shall include an authorization to proceed to the next phase.
Services beyond those outlined in the proposal may be required or be required as a result of unforeseen circumstances.
The Consultant under terms mutually agreed upon by the Client and the Consultant may provide these services.
For the scope of services agreed upon, the Client agrees to pay the Consultant the compensation as stated. Invoices for
the Consultant's services shall be submitted, at the Consultant's option, either upon completion of any phase -of service
or on a monthly basis. Invoices shall be payable when rendered and shall be considered past due if not paid within 30
days after the invoice date. A service charge will be charged at the rate of 1.5% (18% true annual rate) per month or
the maximum allowed by law on the then outstanding balance of Past Due accounts. In the event any portion of an
account remains unpaid 90 days after billing, the Client shall pay all costs of collection, including reasonable attorney's
fees.
The Consultant shall secure and endeavor to maintain professional liability insurance, commercial general liability
insurance, and automobile liability insurance to protect the Consultant from claims for negligence, bodily injury, death,
or property damage which may arise out of the performance of the Consultant's services under this Agreement, and
from claims under the Worker's Compensation Acts. The Consultant shall, if requested in writing, issue a certificate
confirming such insurance to the Client.
The Client and the Consultant each agree to indemnify and hold the other harmless, and their respective officers,
employees, agents, and representatives, from and against any and all claims, damages, losses and expenses (including
reasonable attorney's fees) to the extent such claims, losses, damages, or expenses are caused by the indemnifying
party's negligent acts, errors, or omissions. In the event claims, losses, damages or expenses are caused by the joint or
concurrent negligence of Client and Consultant, they shall be borne by each party in proportion to its negligence.
In recognition of the relative risks, rewards and benefits of the Project to both the Client and the Consultant, the risks
have been allocated such that the Client agrees that, to the fullest extent permitted by the law, the Consultant's total
liability to the Client for any and all injuries, claims, losses, expenses, damages or claim expenses rising out of this
Agreement, from any cause or causes, shall not exceed the amount of the Consultant's fee or other amount agreed
upon. Such causes include, but are not limited to, the Consultant's negligence, errors, omissions, strict liability, breach
of contract or breach of warranty.
Neither party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of
its obligations results from any cause beyond its reasonable control and without its negligence.
The Client and Consultant agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and
other matters in question between them arising out of or relating to this Agreement to mediation in accordance with the
Construction Industry Mediation Rules of the American Arbitration Association effective as of the date of this
agreement.
All documents including calculations, computer files, drawings, and specifications prepared by the Consultant pursuant
to this Agreement are instruments of professional service intended for the one time use in construction of this project.
They are and shall remain the property of the Consultant. Any re-use without written approval or adaptation by the
Consultant shall be at the Client's sole risk and the Client agrees to indemnify and hold the Consultant harmless from
all claims, damages, and expenses, including attorney's fees, arising out of such reuse of documents by the Client and
by others acting through the Client.
Copies of documents that may be relied upon by the Client are limited to the printed copies (also known as hard copies)
that are signed or sealed by the Consultant. Files in electronic media format or text, data, graphic, or of other types that
are furnished by the Consultant to the Client are only for convenience of the Client. Any conclusion or information
obtained or derived from such electronic files will be at the user's sole risk. When transferring documents in electronic
media format, the Consultant makes no representations as to long-term compatibility, usability, or readability of
documents resulting from the use of software application packages, operating systems, or computer hardware differing
from those used by the Consultant at the beginning of this project.
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IIW ENGINEERS & SURVEYORS, P.c.
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The delivery of electronic information to Contractors is for the benefit of the Owner for whom the design services have
been performed. Nothing in the transfer should be construed to provide any right of the Contractor to rely on the
information provided or that the use of the electronic information implies the review and approval by the Design
Professional of the information. Electronic information is drawings, data, modeled data, or computational models. It is
our professional opinion that this electronic information provides design information current as of the date of its
release. Any use of this information is at the sole risk and liability of the user who is also responsible for updating the
information to reflect any changes in the design following the preparation date of this information. The transfer of
electronic information is subject to the approval of the Design Professional. Depending upon the type of information
requested, and the format, a fee may be required for acquisition of the data, payable to the Design Professional.
Contractors are required to submit a request in writing to the Design Professional indicating the type and format of the
information requested. The Design Professional will make a reasonable effort to determine whether or not the
information can be provided as requested, and the fee for providing the information.
If this Agreement provides for any construction phase services by the Consultant, it is understood that the Contractor,
not the Consultant, its agents, employees, or sub-consultants, is responsible for the construction of the project, and that
the Consultant is not responsible for the acts or omissions of any contractor, subcontractor, or material supplier; for
safety precautions, programs, or enforcement; or for construction means, methods, techniques, sequences, and
procedures employed by the Contractor.
When included in the Consultant's scope of services, opinions of probable construction cost are prepared on the basis
of the Consultant's experience and qualifications and represent the Consultant's judgment as a professional generally
familiar with the industry. However, since the Consultant has no control over the cost of labor, materials, equipment,
or services furnished by others; over contractor's methods of determining prices, or over competitive bidding or market
conditions, the Consultant cannot and does not guarantee that proposals, bids, or actual construction cost will not vary
from the Consultant's opinions of probable construction cost.
The Client and the Consultant each binds himself or herself: partners, successors, executors, administrators, assigns,
and legal representative to the other party of this Agreement and to the partners, successors, executors, administrators,
assigns, and legal representative of such other party in respect to all covenants, agreements, and obligations of this
Agreement.
Neither the Client nor the Consultant shall assign, sublet or transfer any rights under or interest in (including but
without limitations, monies that may be due or monies that are due) this Agreement, without the written consent of the
other,. except as stated in the paragraph above, and except to the extent that the effect of this limitation may be
restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will
release or discharge the assigner from any duty or responsibility under this Agreement. Nothing contained in this
paragraph shall prevent tile Consultant from employing such independent consultants, associates, and sub-contractors,
as he or she may deem appropriate to assist in the performance of services hereunder.
It is acknowledged by both parties that the Consultant's scope of services does not include any services related to the
presence at the site of asbestos, PCB's, petroleum, hazardous waste, or radioactive materials. The Client acknowledges
that the Consultant is performing professional services for the Client and the Consultant is not and shall not be required
to become an "arranger", "operator", "generator", or "transporter" of hazardous substances, as defined in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA).
The Client may terminate this Agreement with seven days (7) prior written notice to the Consultant for convenience or
cause. The Consultant may terminate this Agreement for cause with seven (7) days prior written notice to the Client.
The Client is obligated to pay for all services rendered up to the date the Consultant receives the written notice of intent
to terminate. Failure of the Client to make payments when due shall be cause for suspension of services or ultimately
termination, unless and until the Consultant has been paid in all full amounts due for services, expenses, and other
related charges.
This Agreement supersedes all terms and conditions contained on a purchase order typically procuring products. It is
understood by both parties upon execution of this agreement that if a purchase order is issued, it is for accounting
purposes only. Purchase order terms and conditions are void and are not a part of our agreement.
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