Signed Contracts_IIW_Roosevelt Street Pumping Facility 2014August 20, 2014
Bob Green
City of Dubuque
Eagle Point Water Plant
1902 Hawthorne Street
Dubuque, IA 52001
Re:
Agreement for Engineering Services
Roosevelt Street Pumping Facility 2014
IIW Project No.: 14049
Dear Bob:
IIW, P.C. appreciates the opportunity to submit this Agreement for Professional Engineering
Services for the above mentioned project. We have divided this Agreement into the following
sections:
PROJECT DESCRIPTION
The Owner intends to construct a new partial sub -surface waterworks pumping facility at Lot 1 of
Orchard Park Place, The improvements at the pumping facility site will include the pumping facility
building, process piping, booster pumps, chemical addition equipment, electrical equipment, standby
generator, sanitary sewer service, storm water detention basin w/ outlet piping, general site work
and approximately 1000 LF of 12 inch DIP water main to and from the pumping facility. The Owner
also intends to construct two (2) pressure control stations (vaults, pressure reducing / pressure
sustaining and isolation valves with bypass). One of the stations will be located near the connection
of the 8 inch water main for Eagle Valley Subdivision to the 6 inch water main on Shiras Avenue; the
other will be located approximately 1500 feet west of the pumping facility site on the 12 inch water
main within the Roosevelt Street right-of-way.
PART I - SCOPE OF SERVICES
The Owner desires to engage the Engineer to provide engineering and surveying services required
for project design including: preparation of drawings and specifications, make application to
permitting agencies, preparation of bidding and contract documents, and administration and
observation of project construction as follows:
A. PRELIMINARY DESIGN SERVICES:
The Engineer agrees to perform the following services during preliminary design:
TASK 1 - Deliverable: Meet with city staff for project kick-off meeting. (Week of
September 8, 2014)
1.1 Meet with representatives of the city as necessary or desired to discuss the objectives of
the project and review available data and information.
IIW, P.C.
www.iiwengr.com
ARCHITECTURE
CIVIL ENGINEERING
CONSTRUCTION SERVICES
ENVIRONMENTAL ENGINEERING
LAND SURVEYING
MUNICIPAL ENGINEERING
STRUCTURAL ENGINEERING
TRANSPORTATION ENGINEERING
Dennis F. Waugh, PE/SE*
Charles A. Cate, PE **
Gary D. Sejkora, PE
Michael A. Jansen, PE/SE
Ronald A. Balmer, PE/SE/AIA
Timothy J. Tranel, PE*
John F. Wandsnider, PE
Julie P. Neebel, PE
James P. Kaune, PE
Thomas J. Oster, PLS **
Wray A. Childers, PLS
Geoffry T. Blandin, PE
Mark C. Jobgen, PE
Lauren N. Ray, PE/SE*
Bradley J. Mootz, PE/SE
Cody T. Austin, PE*
Marc D. Ruden, PE
Mark R. Fassbinder, AIA*
Michael A. Ruden, NCARB/AIA*
Craig J. Elskamp, AIA
Robert W. Blok, PE
Eric J. Helminiak, PE/SE*
Steven J. Hunn, PE
Jeffrey J. Brandt, PLS / RLS
Craig L. Geiser, PLS / RLS
Adam J. Moris, PE
David A. Leapaldt, AIA, CID*
Nathan W. Miller, PE
G. Alan Peterson, PE
Joseph D. Wejman, PE
Damian D. Baumhover, AIA
* LEED AP
** Retired
4155 Pennsylvania Avenue, Dubuque, IA 52002-2628 • [P] 563.556.2464/800.556.4491 s [F] 563.556.7811
ENGINEERS. ARCHITECTS. SURVEYORS.
jjw
City of Dubuque
August 20, 2014
Page 2 of 13
TASK 2 - Deliverable: Perform and complete topographic and preliminary easement surveys. (Week of September 15 to
week of September 22, 2014)
2.1 Perform a topographic survey of the pumping facility site, pressure control station sites and the route of the connecting water
main and sanitary sewer service construction. Reduce topographic survey data collected into base drawing. Determine the
location of improvements relative to approximate property lines and street right-of-way.
TASK 3 - Deliverable: Complete geotechnical sub -surface evaluations. (Week of September 22 to week of October 20, 2014)
3.1 Prepare the scope of and coordinate the solicitation of quotes from geotechnical firms to perform a Geotechnical Evaluation of
the proposed pumping facility site. The geotechnical firm will be instructed to bill the City of Dubuque Water Department
directly for the services provided.
TASK 4 - Deliverable: Preliminary plan layout for connecting water main, preliminary pumping facility building layout
and plan, main construction project preliminary cost estimate, preliminary easement exhibit. (Beginning of
November 2014)
4.1 Determine the location of existing utilities from available records and site locations provided by the city and utility companies.
4.2 Review available information and make design calculations, determinations and judgments for the layout of the water main,
process piping, pressure control stations and pumping facility building location.
4.3 Evaluate equipment and construction material alternatives.
4.4 Design and layout proposed water main, process piping, booster pumps, sanitary sewer service, storm water detention basin,
pressure control stations, site design features and pumping facility building.
4.5 Prepare preliminary drawings showing water main, process piping, booster pumps, sanitary sewer service, storm water
detention basin, pressure control stations, site design features and pumping facility building to the Water Department for
review and comment.
4.6 Prepare a preliminary a preliminary easement exhibit for constructing water main through the McDonald trust property.
4.7 Prepare a preliminary statement of the Engineer's opinion of the probable construction cost for the project based upon the
preliminary submittal to the city so that the costs of the various components of the project are identified.
4.8 Meet with the City Water Department staff after their preliminary review to field questions and receive comments and
suggestions.
TASK 5 - Deliverable: Initiate construction permitting process. (Beginning of November, 2014, estimated to receive permit
approvals by January 2015)
5.1 Complete Iowa Department of Natural Resources Water Supply Section construction permit application forms, NPDES Storm
Water Discharge General Permit #2 (Iowa DNR) forms, Erosion Control permit application from the City of Dubuque and
submit to the permitting agencies with appropriate justification and documentation for the water system improvements as soon
as the Water Department provides concurrence with the planned improvements to expedite permit approval. A plan
submission to the City of Dubuque Building Services Department will also be required for this project.
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August 20, 2014
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B. FINAL DESIGN SERVICES:
The Engineer agrees to perform the following services during final design:
TASK 6 - Deliverable: Final plans, specifications and bid documents, main construction project final cost estimate, final
easement exhibit for facility construction in English Ridge Subdivision. (January 2015)
6.1 Incorporate comments and suggestions from the preliminary review meeting with the City Water Department and prepare final
drawings showing water main, process piping, booster pumps, site design features, and pumping facility building.
6.2 Prepare technical specifications for water main, process piping, booster pumps, sanitary sewer service, storm water detention
basin, pressure control stations, site design features, and pumping facility building.
6.3 Prepare a final easement exhibit for constructing water main through the McDonald trust property.
6.4 Prepare the form of contract and bidding documents, bid form, bid bond form, improvement contract, performance, payment
and maintenance bond, general contract conditions, supplemental general contract conditions, special contract provisions,
and special instructions to the contractors, using city approved forms as applicable. All contract documents should be
reviewed by the Owner's legal counsel and by the funding agency or grant administration organization if applicable.
6.5. Prepare a final statement of the Engineer's opinion of the construction cost for the project based upon the completed design.
It should be noted that construction cost estimates are no more than estimates reflecting the Engineer's best judgment of
construction costs at the time the estimate is made and that actual construction costs based upon the bids received will vary.
The Owner should be aware that construction costs are subject to factors such as supply and demand, inflation and
availability of labor which are beyond the control of the Engineer. The Engineer cannot, therefore, guarantee the accuracy of
estimates of construction costs.
6.6 Submit and provide copies as needed of the final plans, specifications, contract and bidding documents for the use of the
Owner to make final review of and for initiating the public bidding process with the City Council.
6.7 Attend meetings or conferences with the Owner as necessary or desirable, and at the project site or the office of the Owner
to:
a. Review and discuss project details with the Owner.
b. Review detailed drawings and specifications with the Owner.
c. Review contract and bidding documents with the Owner and/or the Owner's attorney.
C. BIDDING AND CONTRACT AWARD SERVICES:
When the project is ready for bidding, the Engineer shall:
TASK 7 - Deliverable: Initiate public bidding process with city, conduct bid letting, evaluate bids and recommend award.
(January to Beg. of March 2015)
7.1 Assist the Owner in obtaining construction bids by:
a. Suggesting dates and times for receipt of bids.
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August 20, 2014
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b. Notifying interested and qualified contractors and bulletins of the time and date of the receipt of bids and the general
nature of the project.
c. Providing copies of drawings, specifications and contract and bidding documents to interested and qualified contractors,
equipment and material suppliers and other interested parties. Iowa law requires the Owner to pay for copies of
documents provided to interest parties. Plans and specifications will be printed and distributed by Tri-State Blueprint in
Dubuque. Tri-State Blueprint will invoice the Owner for the costs associated with printing, binding, packaging, and
postage/shipping if mailed/shipped, of all plans and specifications.
d. Answering questions from contractors and suppliers and issuing addenda as necessary.
e. Evaluating and determining acceptability of materials as may be proposed by contractors and suppliers.
f. Attending the bid openings.
7.2 Assist the Owner in evaluating bids by:
a. Reviewing bids for completeness and correctness.
b. Tabulating bids received.
c. Investigating qualifications of contractors.
d. Investigating acceptability of proposed materials, suppliers and subcontractors.
7.3 Analyze bids and make recommendations to the Owner for award of contract(s) within ten (10) days after the receipt of bids.
7.4 Provide copies, as required, of contract documents including notice of award, improvement contract, performance, payment
and maintenance bond for Owner and Contractor use and execution, for each construction contract.
D. CONSTRUCTION BASIC SERVICES:
When the project is ready for construction, the Engineer shall:
TASK 8 - Deliverables: Construction meeting minutes, submittals, contract documentation, payment requests, project
certification, construction record drawings (April to August 2015)
8.1 Conduct preconstruction meeting with Owner and Contractors. Compose and distribute minutes to attendees.
8.2 Provide construction staking for use by the Contractor(s). The staking shall consist of the placement of stakes, as determined
necessary by the Engineer.
8.3 Consult with and advise the Owner and act as its representative as provided for in the construction contract general,
supplemental and special conditions, as required. The extent and limitations of the duties, responsibilities and authority of the
Engineer as assigned in the construction contract conditions shall not be modified without the Engineer's written consent; all of
the Owner's instructions to the Contractor(s) shall be issued through the Engineer who shall have authority to act on behalf of
the Owner to the extent provided in the construction contract conditions except as otherwise provided in writing.
8.4 Review shop drawings, diagrams, illustrations, brochures, catalog data, schedules and samples, the results of tests and
inspections and other data which any Contractor is required to submit, but only for conformance with the design concept of the
project and compliance with the information given in the Contract Documents; and receive and review maintenance and
operating instructions, schedules, guarantees, which are to be assembled by the Contractor(s) in accordance with the
Contract Documents.
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8.5 Issue all instructions of the Owner to the Contractor(s) and prepare routine change orders as required. The Engineer may, as
the Owner's representative, require special inspection or testing of the work and shall act as interpreter of the terms and
conditions of the Contract Documents and judge of the performance there under by the parties thereto and shall make
decisions on all claims of the Owner and the Contractor(s) relating to the execution and progress of the work and all other
matters and questions related thereto.
8.6 Based on on-site observations by the resident project representative and review of the Contractor's applications for payment
and supporting data, the Engineer shall determine the amount owed to the Contractor(s) and approve, in writing, payment to
the Contractor(s) in such amounts; such approvals of payments shall constitute a representation to the Owner based on such
observations and review, that the work has progressed to the point indicated and that the quality of work is in accordance with
the Contract Documents; subject to an evaluation of the work as a functioning project upon substantial completion, to the
results of any subsequent tests called for in the Contract Documents, to minor deviations from the contract documents
correctable prior to completion and to any qualifications stated in his approval. By approving an application for payment, the
Engineer shall not be deemed to have represented that he has made any examination to determine how or for what purposes
any contractor has used the moneys paid on account of the Contract Price.
8.7 Conduct an inspection to determine if the project is substantially complete and a final inspection to determine if the project has
been completed in accordance with the Contract Documents and if each Contractor has fulfilled all of his obligations
thereunder so that the Engineer may approve, in writing, final payment to each Contractor.
8.8 The Engineer will not be responsible for the acts or omissions of any contractor, any subcontractor, or any of the
Contractor(s)' or subcontractor(s)' agents or employees or any other person performing any of the work under the construction
contract,
8.9 Attend meetings or conferences with the Owner, at the project site or the office of the Owner as required by the project or as
desired by the Owner or Engineer.
8.10 Prepare for the Owner one set of reproducible construction record drawings showing those significant changes made during
the construction of underground utilities based on observations, construction notes, equipment information, inspection reports
and other data furnished to the Engineer by the Owner, the Contractor or the Resident Project Representative.
8.11 Provide interpretation of the drawings and specifications.
E. CONSTRUCTION OBSERVATION SERVICES:
In accordance with construction progress, the Engineer shall provide a qualified Resident Project Representative (RPR), with
assistants and other field staff, to observe performance of the work of the Contractor.
TASK 9 - Deliverables: Construction observation reports, material testing reports (April to August 2015)
9.1 The RPR shall be an employee of the Engineer and may be the project engineer (licensed engineer or design engineer) or a
technician. A design engineer or technician will make periodic visits or perform regular on-site observation as deemed
necessary by the Engineer and approved by the Owner.
9.2 RPR shall make on-site observations of the progress and quality of the various aspects of the work of the Contractor and field
checks of materials and equipment. The purpose of the on-site observations shall be to endeavor to determine, in general, if
such work is proceeding in accordance with the contract documents, to endeavor to provide further protection for the Owner
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against defects and deficiencies and to determine if the integrity of the design concept as reflected in the contract documents
has been implemented and preserved by the Contractor(s). However, the Engineer/RPR shall not, during such visits or as a
result of such observations of the work of the Contractor(s), supervise, direct or have control over such work nor shall the
Engineer/RPR have authority over or responsibility for the means, methods, techniques, sequences or procedures of
construction selected by the Contractor(s), for safety precautions and programs incident to the work of the Contractor(s) or for
failure of the Contractor(s) to comply with laws, rules, regulations, ordinances, codes, or orders applicable to Contractor(s)
furnishing and performing work. Accordingly, Engineer can neither guarantee the performance of the construction contracts
by Contractor(s) nor assume responsibility for the Contractor's failure to furnish and perform the work in accordance with the
contract documents.
9.3 Based on the on-site observations, the RPR shall endeavor to periodically inform the Owner's representative of the progress
of the work.
9.4 During on-site observations and as part thereof, the RPR shall disapprove of or reject Contractor's work while it is in progress
if RPR believes that such work will not produce a completed project that conforms generally to the contract documents or that
will prejudice the integrity of the design concept of the project as reflected in the contract documents.
9.5 The RPR is Engineer's agent at the site and will act as directed by and under the supervision of the Engineer, and will confer
with Engineer regarding RPR's actions. RPR's dealings in matters pertaining to the on-site work shall, in general, be with the
Engineer and Contractor keeping the Owner advised as necessary. RPR's dealings with subcontractors shall only be through
or with the full knowledge and approval of the Contractor. RPR shall generally communicate with the Owner with the
knowledge of and under the direction of the Engineer.
9.6 The duties and responsibilities of the Resident Project Representative shall be as follows:
a. Determine Contractor's progress relative to his schedule and the required completion date. Keep the Engineer advised of
the project status.
b. Determine quantities of work completed, and determine amount of materials stored on site for the purposes of periodic
payments.
c. Attend meetings with Contractor, such as preconstruction conference, progress meetings, job conferences and other
project related meetings. Maintain a record of job -site meetings.
d. Serve as Engineer's liaison with the Contractor, working principally through contractor's superintendent and assist in
understanding the intent of the contract documents. Assist the Engineer in serving as the Owner's liaison with the
Contractor when the Contractor's operation affects the Owner's on-site operations.
e. Assist in obtaining additional details and information from the Owner at the job site for proper execution of the work, when
required.
f. Examine submittals reviewed by Engineer. Receive samples which are furnished at the site by Contractor and notify
Engineer of availability of samples for examination. Advise Engineer and Contractor of commencement of any work
requiring a submittal or sample if the submittal has not been reviewed by the Engineer.
Conduct on-site observations of the work in progress to assist Engineer in determining if the work is in general proceeding
in accordance with the contract documents. Report to the Engineer whenever the Resident Project Representative
believes that any work is unsatisfactory, faulty, defective or does not conform to the Contract Documents, or does not
meet the requirements of any inspections, test or approval required to be made; and advise the Engineer when he
believes the work should be corrected or rejected or should be uncovered for observation or requires special testing
inspection or approval. Verify that tests are conducted as required by the contract documents and in the presence of the
appropriate personnel and the Contractor maintains adequate records thereof; and observe, record and report to the
g.
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Engineer appropriate details relative to the test procedures and start-ups. Accompany visiting inspectors representing
public or other agencies having jurisdiction over the project. Record the outcome of these inspections and report to the
Engineer.
h. Report to Engineer when clarifications and interpretations of the contract documents are needed and transmit to
Contractor clarifications and interpretations as issued by Engineer.
i. Consider and evaluate Contractor's suggestions for modifications in drawings or specifications and report with RPR's
recommendations to Engineer. Transmit to Contractor decisions as issued by Engineer.
Review correspondence, reports of job conferences, submittals and samples, reproductions of original contract
documents including all work directive changes, addenda, change orders, field orders, additional drawings issued
subsequent to the execution of the contract, Engineer's clarifications and interpretations of the contract documents,
progress reports and other project related documents.
k. Keep a diary or log book, recording RPR hours related to job, Contractor hours on the job site, weather conditions, data
relative to questions or work directive changes, change orders or changed conditions, list of job site visitors, daily
activities, decisions, observations in general, and specific observation in more detail as in the case of observing test
procedures. Record names, addresses and telephone numbers of all Contractors, subcontractors and major suppliers of
material and equipment. Furnish copies of diary/log book to Engineer and/or Owner as requested.
I, Consult with Engineer in advance of scheduled major tests, inspections or start of important phases of the work. Report
immediately to Engineer and Owner upon the occurrence of any accident and record details of any accident in diary/log
book.
m. During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be
assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the contract
documents and have this material delivered to Engineer for review and forwarding to Owner.
n. Before the Engineer issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring
completion or correction. Conduct final inspection in the company of Engineer, Owner and Contractor and prepare a final
list of items to be completed or corrected. Observe that all items on final check list have been completed or corrected and
make recommendations to Engineer concerning acceptance.
J.
9.7 The limitations of authority shall be such that the Resident Project Representative:
a. Shall not authorize any deviation from the contract documents or substitution of materials or equipment unless authorized
by the Engineer (project engineer).
b. Shall not exceed limitations of Engineer's authority as set forth in the contract documents.
c. Shall not undertake any of the responsibilities of Contractor, subcontractors or Contractor's superintendent.
d. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques,
sequences or procedures of construction unless such advice or directions are specifically required by the contract
documents.
e. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection
with the work.
f. Shall not authorize Owner to occupy the project in whole or in part.
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F. EXTRA SERVICES:
Services other than those listed under A, B, C, D and E of Part I may be required of the Engineer by the Owner. The Owner shall
advise and/or authorize the Engineer to perform extra services. All services not specifically listed under A, B, C, D and E of Part I
are classified as extra services. The extra services offered by the Engineer include, but are not limited to, the following:
1. Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection
with the project; preparation or review of environmental assessments and impact statements; review and evaluation of the
effect on the design requirements of the project of any such statements or documents prepared by others; and assistance in
obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the project.
2. Services resulting from significant changes in the general scope, extent or character of the project or its design including, but
not limited to, changes in size, complexity, Owner's schedule, character of construction or method of financing; and revising
previously accepted studies, reports, design documents or contract documents when such revisions are required by changes
in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or
documents, or are due to any other causes beyond Engineer's control.
3. Preparing documents for alternate bids as requested by the Owner.
4. Investigations and studies involving, but not limited to, detailed consideration of operations, maintenance and overhead
expenses; providing value engineering during the course of design; the preparation of feasibility studies, cash flow and
economic evaluations, rate schedules and appraisals; and assistance in obtaining financing for the project.
5. Services necessitated by out-of-town travel required of the Engineer other than visits to the project site or the offices of the
Owner.
6. Assistance in connection with bid protests, rebidding or renegotiating (subsequent to any initial negotiation at the time of
contract award) contracts for construction, materials, equipment or services.
7. Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration, condemnation, or other legal or
administrative proceedings involving the project.
8. Additional services resulting from the project involving more than one construction contract.
9. Preparation of operating, maintenance and staffing manuals.
10. Additional or extended services during construction made necessary by and not reasonably discoverable by the Engineer:
a. Work damaged by fire or other cause during construction.
b. A significant amount of defective or neglected work of the Contractor.
c. Prolongation of the construction contract time of any construction contract.
d. Acceleration of the work schedule involving services beyond normal working hours.
e. Default of any contractor or subcontractor on the construction contract.
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PART II - COMPENSATION
The Owner shall compensate the Engineer for Part I services rendered as follows:
Section A - Preliminary Design Services
Compensation for Section A - Preliminary Design Services shall be a lump sum of Thirty Thousand Dollars and Zero Cents ($30,000).
Partial payments shall coincide with actual work completed.
Section B - Final Design Services
Compensation for Section B - Final Design Services shall be a lump sum of Thirty -Five Thousand Four Hundred Dollars and Zero
Cents ($35,400). Partial payments shall coincide with actual work completed.
Section C — Bidding and Contract Award Services
Compensation for Section C - Bidding and Contract Award Services shall be a lump sum of Seven Thousand Seven Hundred Dollars
and Zero Cents ($7,700). Partial payments shall coincide with actual work completed.
Section D - Construction Basic Services
Compensation for Section D - Construction Basic Services shall be a lump sum of Twenty Thousand Five Hundred Dollars and Zero
Cents ($20,500). Partial payments shall coincide with actual work completed.
Section E - Construction Observation Services
Compensation for Section E - Construction Observation Services during Construction shall be based on the time required at the rates
indicated on the attached Schedule of Rates. The estimated fee for construction observation services is Seventeen Thousand One
Hundred Dollars and Zero Cents ($17,100) based on full-time underground and part-time building and site construction inspection.
Section F - Extra Services
Compensation for Extra Services as defined in Section F of Part 1, or other extra services shall be based either on the time required or
on a lump sum fee. The lump sum fee is to be established and approved by the Owner and the Engineer prior to performing defined
extra services.
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INSURANCE REQUIREMENTS
IIW currently has insurance which meets or exceeds Appendix A, Schedule C - Insurance Requirements for Professional Services to
the City of Dubuque.
IIW will provide the necessary certificate in accordance with the Schedule C insurance requirements.
GENERAL TERMS AND CONDITIONS
The attached General Terms and Conditions are a part of this Agreement.
If you have any questions, or require further assistance, please feel free to contact me at m.ruden@iiwengr.com or our office at (563)
556-2464. Thank you for allowing IIW P.C. to submit this Agreement for Engineering Services.
Sincerely,
IIW, P.C.
ael A. Jansen, P.E., S.E. Marc D. Ruden, P.E.
Chief Executive Officer/Principal Civil & Structural Engineer
Project Manager/Municipal Engineer/Associate
This Agreement for Engineering Services with General Terms and Conditions is hereby accepted by the City of Dubuque, Iowa.
Michael C. Van Milligan, City Manager Date
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THE FOLLOWING GENERAL TERMS AND CONDITIONS SHALL APPLY TO THE ATTACHED AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN 1IW, P.C., HEREIN REFERRED TO AS THE CONSULTANT, AND THE CLIENT IDENTIFIED IN THE ATTACHED AGREEMENT.
General Terms and Conditions
For City of Dubuque Agreements
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 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. Consultant shall at all times during the performance of
this Agreement provide insurance as required by the City of Dubuque Insurance Schedule C with a Certificate of Insurance on file with the City.
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.
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.
The Consultant and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the
copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the
Owner and Consultant intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor
to establish necessary protocols governing such transmissions.
The Consultant and the Consultant's sub -consultants shall be deemed the authors and owners of their respective Instruments of Service,
including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights.
Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the
Project is not to be construed as publication in derogation of the reserved rights of the Consultant and the Consultant's sub -consultants.
Upon execution of this Agreement, the Consultant grants to the Owner a nonexclusive license to use the Consultant's Instruments of Service
solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially
performs its obligations, including prompt payment of all sums when due, under this Agreement. The Consultant shall obtain similar
nonexclusive licenses from the Consultant's sub -consultants consistent with this Agreement. The license granted under this section permits the
Owner to authorize the Contractor, Subcontractors, Sub -subcontractors, and material or equipment suppliers, as well as the Owner's
consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in
performing services or construction for the Project. If the Consultant rightfully terminates this Agreement for cause as provided in Section 9.4,
the license granted in this Section 7.3 shall terminate.
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In the event the Owner uses the Instruments of Service without retaining author of the Instruments of Service, the Owner releases the
Consultant and sub-consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law,
further agrees to indemnify and hold harmless the Consultant and its sub -consultants from all costs and expenses, including the cost of
defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the
Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully
terminates this Agreement for cause under Section 9.4.
Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner
shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written
agreement of the Consultant. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the
Consultant and the Consultant's sub -consultants.
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.
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 the 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
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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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