HomeMy WebLinkAboutAecom Technical Services-10/15/2012ACOM
AECOM 319 232 6531 tel
501 Sycamore Street 319 232 0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
SOUTHVIEW ESTATES AND CEDAR HILLS DEVELOPMENTS
PUMPING STATION AND FORCE MAIN
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:
1. 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.
IL 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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(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 Tabor, material, equipment or services fumished 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) Fumish 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 to pay on account
of any professional liability arising out of the performance of this Agreement.
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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 is an
estimated fee of Fifty -Six Thousand Five Hundred Dollars ($56,500.00).
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 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.
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IX. MEANS AND METHODS
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(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 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 concemed 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 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 govemmentally 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.
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XII. LIMITATION OF LIABILITY
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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 CLI ENT'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 aII 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.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year written
below.
APPROVED FO PR CLIENT
By:
/ ) APPROVED FOR AECOM TECHNICA SERVICES, INC.
By:
Printed Name: v L + (. ciek_Irk Printed Name: Douglas W. Schindel, P.E.
Title: ;/ . CY Title:
Date: t✓ i (' 6/Date:
Sub -District Manager
October 10, 2012
SOUTHVIEW ESTATES AND CEDAR HILLS DEVELOPMENTS
PUMPING STATION AND FORCE MAIN
EXHIBIT A
A. Project Description
The project consists of design and bidding services for a new (replacement) pumping station and
new force main to serve the existing Southview Estates and Cedar Hills Developments and future
development along LaPorte Road in south Waterloo.
The proposed pumping station will be designed to meet current City of Waterloo criteria and Iowa
Department of Natural Resources requirements. It will be a duplex submersible pumping station
with firm capacity in the range of 175 gallons per minute. The pumping station will be fenced for
security, connected to the City's SCADA system with alarms and will include a means to supply
stand-by power.
The force main will connect the new pumping station to the existing City of Waterloo sanitary
sewer near Thistledown Drive. The anticipated length of the force main is approximately 5,000
feet, and it will run approximately parallel with LaPorte Road.
The design will also include a gravity sanitary sewer across LaPorte Road to connect the existing
sewer(s) in Southview Estates and Cedar Hills to the new pumping station.
B. Scope
Services to be provided for the project under this agreement are as follows:
1) Furnish a Project Manager to coordinate project activities and serve as the principal
liaison between the Engineer and the Client.
2) Prepare preliminary layout drawings of the Pumping Station and Force Main and review
with Water Pollution Control Facility (WPCF) and City Engineering staff.
3) Provide design survey of the Pumping Station site and Force Main route.
4) Prepare design plans and specifications coordinated with City of Waterloo Standards for
the Pumping Station and Force Main.
5) Review project with WPCF staff and City Engineering staff.
6) Determine property needs for construction of the Pumping Station and provide a property
description of the Pumping Station site.
7) Prepare easement descriptions for construction of the Force Main. Project anticipates
temporary easements for construction; however, the alignment is anticipated to be in the
right-of-way of LaPorte Road.
8) Coordinate the LaPorte Road crossing details with the Client, Iowa Department of
Transportation (IDOT), and/or Black Hawk County, as needed, and prepare the
necessary Permit documents for the crossing, if needed.
9) Prepare Permit Application forms and submit them to the Iowa Department of Natural
Resources (IDNR) for the Pumping Station and Force Main.
10) Coordinate with IDNR to obtain the Construction Permit for the project.
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11) Submit the project to the City Council for approval and initiate competitive bidding
procedures.
12) Prepare 30 sets of the Final Contract Documents for distribution to potential bidders.
13) Answer questions during the Bidding Phase.
14) Attend the Bid Opening.
15) Review bids received and prepare a tabulation of the bids.
16) Make a recommendation for award of the Construction Contract and present it to Council
for final approval.
C. 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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