HomeMy WebLinkAboutAecom Technical Services-12/10/2012A=COM
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
CITY OF WATERLOO
NO NAME CREEK SANITARY INTERCEPTOR SEWER
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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(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' 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 govemmental 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 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 for the design
tasks is an estimated fee of Sixty -Five Thousand Dollars ($65,000.00).
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 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
(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 CLIENT's 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 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.
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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 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.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year written below.
APPROV FOR CLIENT
By: 1 ,
APPROVED FOR AECOM TECHNICAL SER ICES, INC.
By:
Printed Name: 6-c2+- E . C( 1 - Printed Name:
Title: CI Title:
Date: Q,L" x-20' 0 I /07 Date:
Douglas W. Schindel, P.E.
Sub -District Manager
December 4, 2012
CITY OF WATERLOO
NO NAME CREEK SANITARY INTERCEPTOR SEWER
EXHIBIT A
A. Project Description
The project consists of design and bidding assistance for approximately 5,000 lineal feet (L.F.) of 18 -
inch diameter sanitary sewer near No Name Creek in north Waterloo. The proposed sanitary sewer
replaces an existing 12 -inch sewer which is in bad condition and subject to high rates of infiltration.
The proposed interceptor will be a gravity sewer discharging just upstream of the existing Titus (Midland)
Pumping Station. It will extend northwest parallel to the railroad approximately 2,100 L.F. and then north
approximately 2,600 L.F. to near West Airline Highway.
B. Scope of Services
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 Client.
2. Prepare preliminary layout drawings of the interceptor alignment and review with Water Pollution
Control Facility (WPCF) and City engineering staff.
3. Provide design survey of the interceptor alignment.
4. Prepare design plans and specifications coordinated with City of Waterloo standards for
interceptor.
5. Review project with WPCF staff and City engineering staff.
6. Determine property needs for construction of the interceptor.
7. Prepare easement descriptions for construction of the interceptor. Project anticipates temporary
easements for construction. However, the alignment will also need permanent easement(s) due
to its likely location.
8. Coordinate the flood control berm crossing details with the Client, U.S. Army Corps of Engineers
and Iowa DNR and prepare the necessary permit documents for the crossing, if needed.
9. Prepare permit application forms and submit them to the Iowa DNR and/or U.S. Army Corps of
Engineers for the interceptor project.
10. Coordinate with Iowa DNR to obtain the construction permit for the project.
11. Submit the project to the City Council for approval and initiate competitive bidding procedures.
12. Prepare thirty (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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