HomeMy WebLinkAboutAecom Technical Services-4/1/2013 (2)A=COM
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
WATERLOO EASTON WPCF BELT PRESS ADDITION
PROFESSIONAL SERVICE AGREEMENT
This Agreement is made and entered by and between AECOM Technical Services, Inc., 501
Sycamore Street, Suite 222, Waterloo, Iowa, hereinafter referred to as "ATS" and City of Waterloo,
715 Mulberry Street, Waterloo, Iowa, hereinafter referred to as "CLIENT."
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as
follows:
L SCOPE OF SERVICES
ATS shall perform professional Services (the "Services") in connection with CLIENTs facilities
in accordance with the Scope of Services set forth in Exhibit A attached hereto.
11. ATS'S RESPONSIBILITIES
ATS shall, subject to the terms and provisions of this Agreement:
(a) Appoint one or more individuals who shall be authorized to act on behalf of ATS and
with whom CLIENT may consult at all reasonable times, and whose instructions,
requests, and decisions will be binding upon ATS as to all matters pertaining to this
Agreement and the performance of the parties hereunder.
(b) Use all reasonable efforts to complete the Services within the time period mutually
agreed upon, except for reasons beyond its control.
(c) Perform the Services in accordance with generally accepted professional engineering
standards in existence at the time of performance of the Services. If during the two
year period following the completion of Services, it is shown that there is an error in
the Services solely as a result of ATS's failure to meet these standards, ATS shall re-
perform such substandard Services as may be necessary to remedy such error at no
cost to CLIENT. Since ATS has no control over local conditions, the cost of labor and
materials, or over competitive bidding and market conditions, ATS does not
guarantee the accuracy of any construction cost estimates as compared to
contractor's bids or the actual cost to the CLIENT. ATS makes no other warranties
either express or implied and the parties' rights, liabilities, responsibilities and
remedies with respect to the quality of Services, including claims alleging negligence,
breach of warranty and breach of contract, shall be exclusively those set forth herein.
(d) ATS shall, if requested in writing by CLIENT, for the protection of CLIENT, require
from all vendors and subcontractors from which ATS procures equipment, materials
or services for the project, guarantees with respect to such equipment, materials and
services. All such guarantees shall be made available to CLIENT to the full extent of
the terms thereof. ATS's liability with respect to such equipment, and materials
obtained from vendors or services from subcontractors, shall be limited to procuring
guarantees from such vendors or subcontractors and rendering all reasonable
assistance to CLIENT for the purpose of enforcing the same.
(e) ATS will be providing estimates of costs to the CLIENT covering an extended period
of time. ATS does not have control over any such costs, including, but not limited to,
costs of labor, material, equipment or services furnished by others or over
competitive bidding, marketing or negotiating conditions, or construction contractors'
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methods of determining their prices. Accordingly, it is acknowledged and understood
that any estimates, projections or opinions of probable project costs provided herein
by ATS are estimates only, made on the basis of ATS's experience and represent
ATS's reasonable judgment as a qualified professional. ATS does not guaranty that
proposals, bids or actual project costs will not vary from the opinions of probable
costs prepared by ATS, and the CLIENT waives any and all claims that it may have
against ATS as a result of any such variance.
111. CLIENT'S RESPONSIBILITIES
CLIENT shall at such times as may be required for the successful and expeditious completion
of the Services;
(a) Provide all criteria and information as to CLIENTs requirements; obtain all necessary
approvals and permits required from all governmental authorities having jurisdiction
over the project; and designate a person with authority to act on CLIENT's behalf on
all matters concerning the Services.
(b) Furnish to ATS all existing studies, reports and other available data pertinent to the
Services, and obtain additional reports, data and services as may be required for the
project. ATS shall be entitled to rely upon all such information, data and the results of
such other services in performing its Services hereunder.
IV. INDEMNIFICATION
ATS agrees to indemnify and hold harmless CLIENT from and against any and all suits,
actions, damages, loss, liability or costs (including, without limitation, reasonable attorneys'
fees directly related thereto) for bodily injury or death of any person or damage to third party
property if and to the extent arising from the negligent errors or omissions or willful
misconduct of ATS during the performance of the Services hereunder.
V. INSURANCE
Commencing with the performance of the Services, and continuing until the earlier of
acceptance of the Services or termination of this Agreement, ATS shall maintain standard
insurance policies as follows:
(a) Workers' Compensation and/or all other Social Insurance in accordance with the
statutory requirements of the state having jurisdiction over ATS's employees who are
engaged in the Services, with Employer's Liability not less than One Hundred
Thousand Dollars ($100,000) each accident;
(b) Commercial General Bodily Injury and Property Damage Liability and Automobile
liability insurance including (owned, non -owned, or hired), each in a combined single
limit of One Million Dollars ($1,000,000) each occurrence for bodily injury and
property damage liability. This policy includes Contractual Liability coverage. ATS
agrees to name CLIENT as Additional Insured on this policy, but only to the extent of
ATS's negligence under this Agreement and only to the extent of the insurance limits
specified herein.
(c) Professional Liability Insurance with limits of $1,000,000 per claim and in the
aggregate covering ATS against all sums which ATS may become legally obligated
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to pay on account of any professional liability arising out of the performance of this
Agreement.
ATS agrees to provide CLIENT with certificates of insurance evidencing the above described
coverage prior to the start of Services hereunder and annually thereafter if required. Such
certificates of insurance shall provide that the applicable insurance policies have been
endorsed to provide a minimum of thirty (30) days advance notice to the CLIENT in the event
of cancellation, material change, or non -renewal.
VI. COMPENSATION AND TERMS OF PAYMENT
Compensation for the services shall be on an hourly basis in accordance with the hourly
fees and other direct expenses in effect at the time the services are performed. Total
compensation for the design tasks is an estimated fee of One Hundred Sixty Thousand
Dollars ($160,000.00).
ATS may bill the CLIENT monthly for services completed at the time of billing. CLIENT
agrees to pay ATS the full amount of such invoice within thirty (30) days after receipt thereof.
In the event CLIENT disputes any invoice item, CLIENT shall give ATS written notice of such
disputed item within ten (10) days after receipt of invoice and shall pay to ATS the undisputed
portion of the invoice according to the provisions hereof. CLIENT agrees to abide by any
applicable statutory prompt pay provisions currently in effect.
VII. TERMINATION
CLIENT may, with or without cause, terminate the Services at any time upon fourteen (14)
days written notice to ATS. The obligation to provide further Services under this Agreement
may be terminated by either party upon fourteen (14) days' written notice in the event of
substantial failure by the other party to perform in accordance with the terms hereof through
no fault of the terminating party, providing such defaulting party has not cured such failure, or,
in the event of a non -monetary default, commenced reasonable actions to cure such failure.
In either case, ATS will be paid for all expenses incurred and Services rendered to the date of
the termination in accordance with compensation terms of Article VI.
VIII. OWNERSHIP OF DOCUMENTS
(a) Sealed original drawings, specifications, final project specific calculations and other
instruments of service which ATS prepares and delivers to CLIENT pursuant to this
Agreement shall become the property of CLIENT when ATS has been compensated
for Services rendered. CLIENT shall have the right to use such instruments of
service solely for the purpose of the construction, operation and maintenance of the
Facilities. Any other use or reuse of original or altered files shall be at CLIENTs sole
risk without liability or legal exposure to ATS and CLIENT agrees to release, defend
and hold ATS harmless from and against all claims or suits asserted against ATS in
the event such documents are used for a purpose different than originally prepared
even though such claims or suits may be based on allegations of negligence by ATS.
Nothing contained in this paragraph shall be construed as limiting or depriving ATS of
its rights to use its basic knowledge and skills to design or carry out other projects or
work for itself or others, whether or not such other projects or work are similar to the
work to be performed pursuant to this Agreement.
(b) Any files delivered in electronic medium may not work on systems and software
different than those with which they were originally produced and ATS makes no
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warranty as to the compatibility of these files with any other system or software.
Because of the potential degradation of electronic medium over time, in the event of a
conflict between the sealed original drawings and the electronic files, the sealed
drawings will govern.
IX. MEANS AND METHODS
(a) ATS shall not have control or charge of and shall not be responsible for construction
means, methods, techniques, sequences or procedures, or for safety measures and
programs including enforcement of Federal and State safety requirements, in
connection with construction work performed by CLIENTs construction contractors.
Nor shall ATS be responsible for the supervision of CLIENTs construction
contractors, subcontractors or of any of their employees, agents and representatives
of such contractors; or for inspecting machinery, construction equipment and tools
used and employed by contractors and subcontractors on CLIENTs construction
projects and shall not have the right to stop or reject work without the thorough
evaluation and approval of the CLIENT. In no event shall ATS be liable for the acts
or omissions of CLIENT's construction contractors, subcontractors or any persons or
entities performing any of the construction work, or for the failure of any of them to
carry out construction work under contracts with CLIENT.
(b) In order that ATS may be fully protected against such third party claims, CLIENT
agrees to obtain and maintain for the benefit of ATS the same indemnities and
insurance benefits obtained for the protection of the CLIENT from any contractor or
subcontractor working on the project and shall obtain from that
contractor/subcontractor insurance certificates evidencing ATS as an additional
named insured.
X. INDEPENDENT CONTRACTOR
ATS shall be an independent contractor with respect to the Services to be performed
hereunder. Neither ATS nor its subcontractors, nor the employees of either, shall be deemed
to be the servants, employees, or agents of CLIENT.
XI. PRE-EXISTING CONDITIONS
Anything herein to the contrary notwithstanding, title to, ownership of, legal responsibility and
liability for any and all pre-existing contamination shall at all times remain with CLIENT. "Pre-
existing contamination" is any hazardous or toxic substance present at the site or sites
concerned which was not brought onto such site or sites by ATS. CLIENT agrees to release,
defend, indemnify and hold ATS harmless from and against any and all liability which may in
any manner arise in any way directly or indirectly caused by such pre-existing contamination
except if such liability arises from ATS's sole negligence or willful misconduct.
CLIENT shall, at CLIENTs sole expense and risk, arrange for handling, storage,
transportation, treatment and delivery for disposal of pre-existing contamination. CLIENT
shall be solely responsible for obtaining a disposal site for such material. CLIENT shall look
to the disposal facility and/or transporter for any responsibility or liability arising from improper
disposal or transportation of such waste. ATS shall not have or exert any control over
CLIENT in CLIENT's obligations or responsibilities as a generator in the storage,
transportation, treatment or disposal of any pre-existing contamination. CLIENT shall
complete and execute any governmentally required forms relating to regulated activities
including, but not limited to generation, storage, handling, treatment, transportation, or
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disposal of pre-existing contamination. In the event that ATS executes or completes any
governmentally required forms relating to regulated activities including but not limited to
storage, generation, treatment, transportation, handling or disposal of hazardous or toxic
materials, ATS shall be and be deemed to have acted as CLIENT's agent.
For ATS's Services requiring drilling, boring, excavation or soils sampling, CLIENT shall
approve selection of the contractors to perform such services, all site locations, and provide
ATS with all necessary information regarding the presence of underground hazards, utilities,
structures and conditions at the site.
XII. LIMITATION OF LIABILITY
CLIENT agrees that ATS's liability for the act, error or omission in its performance of services
under this Agreement shall in no event exceed the amount of the total compensation received
by ATS. It is intended by the parties to this Agreement that ATS's services in connection with
the project anticipated herein shall not subject ATS's individual employees, officers, or
directors to any personal legal exposure for the risks associated with this project.
XIII. DISPUTE RESOLUTION
If a dispute arises out of, or relates to, the breach of this Agreement and if the dispute cannot
be settled through negotiation, then ATS and the CLIENT agree to submit the dispute to
mediation. In the event ATS or the CLIENT desires to mediate any dispute, that party shall
notify the other party in writing of the dispute desired to be mediated. If the parties are unable
to resolve their differences within 10 days of the receipt of such notice, such dispute shall be
submitted for mediation in accordance with the procedures and rules of the American
Arbitration Association (or any successor organization) then in effect. The deadline for
submitting the dispute to mediation can be changed if the parties mutually agree in writing to
extend the time between receipt of notice and submission to mediation. The expenses of the
mediator shall be shared 50 percent by ATS and 50 percent by the CLIENT. This
requirement to seek mediation shall be a condition required before filing an action at law or in
equity. However, prior to or during the negotiations or the mediation either party may initiate
litigation that would otherwise be barred by a statute of limitations, and ATS may pursue any
property liens or other rights it may have to obtain security for the payment of its invoices.
XIV. MISCELLANEOUS
(a) This Agreement constitutes the entire agreement between the parties hereto and
supersedes any oral or written representations, understandings, proposals, or
communications heretofore entered into by or on account of the parties and may not
be changed, modified, or amended except in writing signed by the parties hereto. In
the event of any conflict between this contract document and any of the exhibits
hereto, the terms and provisions of this contract document shall control. In the event
of any conflict among the exhibits, the exhibit of the latest date shall control.
(b) This Agreement shall be governed by the laws of the State of Iowa.
(c) ATS may subcontract any portion of the Services to a subcontractor approved by
CLIENT. In no case shall CLIENTs approval of any subcontract relieve ATS of any
of its obligations under this Agreement.
(d) In no event shall either party be liable to the other for indirect or consequential
damages, including, but not limited to, loss of use, loss of profit or interruption of
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business, whether arising in contract, tort (including negligence), statute, or strict
liability.
(e) In the event CLIENT uses a purchase order form to administer this Agreement, the
use of such form shall be for convenience purposes only, and any typed provision in
conflict with the terms of this Agreement and all preprinted terms and conditions
contained in or on such forms shall be deemed stricken and null and void.
(f)
This Agreement gives no rights or benefits to anyone other than CLIENT and ATS
and does not create any third party beneficiaries to the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year
written below.
APPRO ' FOR CLIENT
By:
APPROVED FOR AECOM TECHNICAL SERVICES, INC.
By:
Printed Name: Vb.Q5+ (. l Aa.r� Printed Name:
Title:
Date:
Title:
Date:
Douglas W. Schindel, P.E.
Iowa Operations Manager
April 24, 2013
WATERLOO EASTON WPCF BELT PRESS ADDITION
EXHIBIT A
A. Project Description
The project consists of design and bidding services for the addition of a belt press and related
equipment at the Easton Water Pollution Control Facility (WPCF). The proposed additions and
replacements include the following:
1. One Belt Press (2 -Meter) for Sludge Dewatering
a. Belt press will be located in same room as two existing belt presses in the
existing sludge dewatering building -- Structure No. 60. Belt press will be located
north of existing Belt Press No. 1
b. Structural support pads and filtrate sump, as required for belt press.
c. Observation and operating platforms around belt press, similar to platforms for
existing presses.
d. Utility requirements for belt press, such as compressed air, wash water and in-
line wash water booster pump. It is assumed existing air compressor and water
system capacity is sufficient for new belt press.
e. Liquid sludge feed piping to press, including sludge/polymer mixing valve.
f. Ventilation exhaust hood and exhaust fan to capture odorous air released from
press and to discharge through roof to the outside.
g. Lights to illuminate press for operational observation.
2. One Sludge Cake Feed Pump
a. Sludge cake feed pump to accept sludge cake discharge from new belt press.
Pump will be similar to existing sludge cake feed pump that is on discharge of
existing Belt Press No.1.
b. Sludge cake feed pump will be designed to accept sludge cake discharge from a
future conveyor and belt press.
c. Discharge piping from sludge cake feed pump to existing sludge cake piping
system that discharges to sludge cake haul trucks.
d. Pressure switch on pump discharge for high-pressure shutdown.
3. One Belt Press Feed Pump
a. Pump will be located next to the two existing belt press feed pumps in existing
adjacent building. Space was provided in the existing building for addition of
another pump. Pump will be progressing cavity, same type as existing pumps.
b. Variable speed drive for pump similar to variable speed drives on existing pumps.
c. Seal water piping for pump, dry run protection on pump suction, high-pressure
protection on pump discharge, and flow meter on pump discharge.
d. Pump suction piping from connection available on existing piping.
e. Pump discharge force main piping below grade from belt press feed pump
building to connection with new belt press in Stucture No. 60.
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4. Polymer Solution Feed System for New Belt Press
a. One polymer solution feed system similar to the two existing systems for the
existing belt presses.
b. New skid -mounted system will be located adjacent to existing systems in the
Chemical Room of Stucture No. 60.
c. Liquid polymer suction piping and water piping to polymer system from existing
piping systems.
d. Polymer solution discharge piping from system to sludge feed piping to new belt
press.
5. Instrumentation and Control System
a. Design instrumentation and control system for the new belt press and associated
belt press equipment described above.
b. System will include automatic and manual control through control panels located
near the equipment.
c. Process monitoring signals will be brought back to the existing Wonderware
central monitoring system in the Administration Building. Process monitoring
signals will include: sludge feed pump run and fail, sludge flow rate to press, and
belt press run and fail.
d. Configuration of existing Wonderware graphic screens for new signals will be
specified to be performed by the construction contractor.
6. Electrical System
a. Design electrical system for the new belt press and associated belt press
equipment described above.
B. Scope
Design services to be provided for the project under this agreement are as follows:
Project Development Phase
1. Furnish a project manager who will coordinate project activities and will be the principal
liaison between ATS and CLIENT.
2. Conduct a project kickoff meeting (Workshop No. 1) with CLIENT to review project
schedule, scope of services, and objectives and goals. Workshop will include plant walk-
through.
3. Conduct a site visit by process mechanical, electrical, and instrumentation and control
engineers to gather information on existing facilities for the design, as needed.
4. Perform site design survey and prepare site base mapping.
5. Prepare design basis memorandum for the proposed belt press and related equipment.
List and describe equipment characteristics, loadings and capacities of equipment, and
proposed equipment manufacturers. Submit to CLIENT for review.
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Process Design Phase
1. Select and size equipment, piping and valves. Perform hydraulic calculations for sludge
cake pump and belt press feed pump.
2. Prepare unit process flow sheets showing process equipment, process flow streams, flow
isolation and flow control devices, field instrumentation and control panels. Prepare a
preliminary functional description of operation and control for each unit process. Flow
sheets will include description of monitoring signals to the plant monitoring system.
a. Submit flow sheets to CLIENT for review and comments.
b. Obtain comments from CLIENT.
c. Review and evaluate comments and provide response.
d. Conduct a teleconference with CLIENT (Workshop No. 2) to review flow sheets
and discuss CLIENT comments. Revise the design in response to agreed upon
comments by the CLIENT.
Preliminary Layout Phase
1. Prepare drawing base sheets of existing facilities that the new equipment will be located
in.
2. Prepare a conceptual site plan and preliminary layout drawings of new equipment
showing: plan views; major sections; building and room dimensions; major space
requirements for process, electrical, I&C and ventilation components; and size and
elevation of large diameter process piping.
a. Submit preliminary layouts to CLIENT for review and comments.
b. Obtain comments from CLIENT.
c. Review and evaluate comments and provide response.
d. Attend one meeting with CLIENT (Workshop No. 3) to review layout drawings
and discuss CLIENT comments. Revise the design in response to agreed upon
comments by the CLIENT.
3. Prepare a construction cost estimate based on the flow sheets and preliminary layouts.
Submit cost estimate to CLIENT.
Final Design and Contract Documents Phase
1. Prepare process and instrumentation drawings (P&IDs) showing process equipment,
process piping and valves, process tanks, field instrumentation and control panels.
Incorporate revisions into the P&IDs from the flow sheet meeting. Prepare a functional
description of operation and control for each unit process. P&IDs will show control
signals between equipment and field instrumentation to control panels, including
monitoring signals to the plant monitoring system.
2. Prepare a final layout site plan and final layouts of new and existing facilities showing:
plan views; major sections; building, tank and room dimensions; space requirements for
process, electrical, I&C and ventilation components; and size and elevation of process
piping. The final layouts will incorporate CLIENT comments on the preliminary layouts.
3. Review the process and instrumentation drawings and final layout drawings with the
CLIENT in a teleconference (Workshop No. 4). Revise the design in response to agreed
upon comments by the CLIENT.
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4. Prepare a final Design Basis Memorandum for the proposed facilities and submit to
CLIENT.
5. Prepare draft contract documents, including drawings and project manual necessary to
receive competitive bids to construct the new facilities and for modifications to the
existing facilities.
a. Documents will be prepared based on receiving competitive bids for one prime
construction contract.
b. Documents will be prepared based on final process design memorandum, final
P&IDs and final layout drawings.
c. Project manual will include standard forms produced by EJCDC (Engineer's Joint
Contract Documents Committee), CLIENTS standard documents, and ATS's
standard documents.
d. Plans and specifications will include process mechanical equipment, pumps,
piping, structural drawings, site work including piping, ventilation and plumbing
for new equipment, and electrical and instrumentation for the new equipment.
6. Prepare an estimate of probable construction cost based on the contract documents
Review Phase
1. Print sets of draft contract documents for CLIENT review (5 half-size sets), review by
IDNR and for final quality review.
2. Submit draft contract documents to CLIENT and IDNR for review.
3. Conduct final quality review of draft contract documents.
4. Attend one meeting with CLIENT'S representatives (Workshop No. 5) to review
CLIENT'S comments on contract documents. Revise the contract documents in
response to agreed upon comments by the CLIENT. Revise the contract documents in
response to IDNR comments.
Bidding Phase Services
1. Print up to 30 sets of plans (11x17) and specifications. These contract document sets
are for use of CLIENT, distribution to plan houses, and submittal to potential bidders.
2. Provide bidding coordination for one prime construction contract that includes distribution
of contract documents to bidders, responding to bidder's questions, preparation of
appropriate addenda.
3. Attend bid opening, prepare bid tabulation and make recommendation to CLIENT on
contract award.
C. Assumptions and Conditions
1. Presence of significant historic and cultural resources or threatened and endangered
species is not anticipated and, therefore, further studies or permitting relating to these are
not included.
2. No property staking or land surveys are included in the scope of services.
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3. Landscaping and planting plans are not required.
4. No wetland delineation or impacts are anticipated and thus any related services are not
included in the Scope of Services.
5. No additional storm water or storm water retention/detention facilities are required.
6. See other assumptions and conditions as stated elsewhere in Scope of Services.
7. Any required building permits will be obtained by CLIENT.
D. Construction -Related Services
The Scope of Construction -Related Services will be completed at the time the services are
needed and defined under a future amendment to this agreement. Construction -Related
Services include construction staking, on-site field review, materials testing and contract
administration during construction.
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