HomeMy WebLinkAboutAecom Technical Services-7/22/2013 (3)A=COM
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
CITY OF WATERLOO
UNIVERSITY AVENUE, U.S. 63 TO WATERLOO CITY LIMITS
EVALUATION OF PROPOSED TRANSFER OF JURSIDICTION
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:
I. SCOPE OF SERVICES
ATS shall perform professional Services (the "Services") in connection with CLIENT's facilities
in accordance with the Scope of Services set forth in Exhibit A attached hereto.
II. 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.
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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' 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.
III. 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 CLIENT's 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 Tess 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
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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 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 services is an estimated fee of Seventy -Seven Thousand Dollars
($77,000.00).
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 CLIENT's 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
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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
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 CLIENT's 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 CLIENT's 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 CLIENT's sole expense and risk, arrange for handling, storage,
transportation, treatment and delivery for disposal of pre-existing contamination. CLIENT shall
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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 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
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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 CLIENT's 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
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.
APPROVED F • - CLIENT APPROVED FOR AECOM
Xia-
By:
Printed Name:
Title:
By:
Ernest G. Clark Printed Name: Douglas W. Schindel, P.E
Mayor
Date:
tea, ,20/0
Title:
Date:
Iowa Operations Manager
June 27, 2013
CITY OF WATERLOO
UNIVERSITY AVENUE, U.S. 63 TO WATERLOO CITY LIMITS
EVALUATION OF PROPOSED TRANSFER OF JURSIDICTION
EXHIBIT A
A. PROJECT DESCRIPTION
This project consists of a review of the alternatives prepared by the Iowa Department of
Transportation (Iowa DOT) for the reconstruction of University Avenue, with the purpose of
developing estimated costs associated with the transfer of jurisdiction of University Avenue
from the State of Iowa to the City of Waterloo. This scope is limited to estimating the costs
for project development and construction of the proposed roadway and the future
maintenance/rehabilitation costs of the three bridges on the Waterloo section of University
Avenue. Costs for ongoing maintenance and operation of the roadway are not included in
this scope.
This scope includes a review of Iowa DOT's alternatives and providing assistance and
interpretations to the City of Waterloo in selecting one alternative to use for the cost
estimating tasks. It is anticipated that the technical analysis of the alternatives previously
prepared by Iowa DOT, or previously prepared in the August 2010 University Avenue
Corridor Study, will be sufficient to evaluate the final design concepts and to arrive at a
decision on a preferred alternative. Therefore, this scope does not include the development
or detailed analysis of new alternatives.
After selection of the preferred alternative, the planning -level cost estimates will be
completed for the selected alternative.
B. SCOPE OF SERVICES
The Scope of Services for the project will encompass and include all detailed work,
services, materials, equipment, personnel and supplies necessary to provide the University
Avenue Proposed Transfer of Jurisdiction Review.
The Scope of Services is further defined in the following tasks:
1. Evaluation of Design Features. This task includes a review of Iowa DOT's
currently proposed design concepts, including a review of their consistency with the
August 2010 University Avenue Corridor Study. The following design features will
be reviewed, and significant changes or known issues will be summarized:
a. Frontage Road Layouts
b. Side Road Modifications
c. Access to Private Properties
d. New or Modified Intersections
e. Pedestrian and Bicycle Accommodations
f. Impacts to Detention Basins
2. Assist City in Selecting Preferred Alternative. This task includes compiling
information and comparative data from the previous studies and meeting with the
City to discuss the alternatives and arrive at a preferred alternative. It is anticipated
that the alternative discussions will be completed in a workshop setting and that
decisions can be made by the City after the second workshop. This task includes
preparing for and participating in two half-day workshops with the City.
3. Bridge Evaluation. This task includes a field review of the three existing
bridges on University Avenue that would remain in service after the project is
constructed. Existing information will be obtained for each bridge including
plans, if available, in addition to recent Structure Inventory and Rating
Inspection Forms. It is anticipated that the bridges will be field inspected in
some detail. The intent of this task is to identify the rehabilitation or
reconstruction costs that might be expected by the City after the road is
transferred. This task includes the University Avenue bridges over Black Hawk
Creek, Sergeant Road Recreational Trail and Greenhill Road. The report for
this task will include historical information available, general bridge inspection
data and notes, and recommendations for rehabilitation to maintain or extend
the useful life of each structure. Reconstruction may be recommended based
on age and condition of structure. This task does not include a determination
of load rating or design details.
4. Evaluation of City Costs for Transfer of Jurisdiction. After selection of a
preferred alternative by the City, this task includes a review of the estimated
construction costs for the project which were recently prepared by Iowa DOT and
their consultant team. In preparation for this task, the City will obtain from Iowa
DOT the detailed itemized cost estimates associated with Iowa DOT's previous
University Avenue alternatives. The costs will be reviewed on a planning -level
basis, and would include:
a. Estimated project development costs, including design and environmental
clearance.
b. Planning level construction cost estimate.
c. Estimated construction -related services costs.
d. Estimate of costs for major bridge rehabilitation or reconstruction.
e. The following cost estimates are not included in this scope:
• Ongoing maintenance and operation costs for the roadway.
• Right-of-way costs.
• Utility relocation costs.
• Legal, administrative or other City in-house costs.
5. Draft Report. This task includes preparing a summary of the evaluations and cost
estimates in a draft report format. It is anticipated that the graphics from previous
studies will be sufficient for this report; therefore, the report is not anticipated to
include new graphics or presentation materials.
6. Quality Control Review. This task includes in-house quality control review and
revisions before the draft report is submitted to the City for review.
7. Final Review and Revisions. This task includes a final review of the draft report
with the City staff, receiving comments from the City and preparing any revisions
that result.
8. Final Report. This task includes finalizing and printing the report described in
Task 5. Ten copies of the report will be printed.
9. Project Meetings. This task includes meetings with the City's project team, Iowa
DOT and others as determined by the City. Public informational meetings or City
Council presentations are not anticipated and are not included in the scope. A
memo of each meeting will be prepared and submitted to the City. The following
meetings are anticipated:
a. Project team meetings: four meetings in Waterloo
b. Iowa DOT meetings: one meeting in Ames
10. Project Administration. This task includes the in-house administrative and project
management activities that are not included in other tasks.
L:\work\ADMIN\AGREE\PROF\WatU nivAveU S63TransferofJuris.doc