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HomeMy WebLinkAboutAecom Technical Services-6/4/2012A=COM AECOM 319 232 6531 tel 501 Sycamore Street 319 232 0271 fax Suite 222 Waterloo, Iowa 50703 www.aecom.com DISINFECTION FACILITIES AT THE WATERLOO EASTON AVENUE WATER POLLUTION CONTROL FACILITY CONSTRUCTION -RELATED SERVICES CITY OF WATERLOO 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 CLIENTS 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. A=COM Page 2 (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 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 govemmental authorities having jurisdiction over the project; and designate a person with authority to act on CLIENT's behalf on all matters conceming 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; A=COM Page 3 (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. 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 Three Hundred Seventy Thousand Dollars ($370,000.00). 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 A=COM Page 4 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. 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 CLIENTs 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. A=COM XI. PRE-EXISTING CONDITIONS Page 5 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 govemmentally 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. XII. LIMITATION OF LIABILITY CLIENT agrees that ATS's liability for the negligent 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. AeCOM XIV. MISCELLANEOUS Page 6 (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 wilting 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 govemed 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. APPROV OR CLIENT By: ,,4•‘&414- /111W APPROVED FOR AECOM TECHNICAL SERVICES, INC. By: Printed Name: fr 6. Printed Name: Douglas W. Schindel, P.E. Title: jkal01' Title: Sub -District Manager Date: 1011- UVLL 4 (2 (�— Date: Mav 23, 2012 DISINFECTION FACILITIES AT THE WATERLOO EASTON AVENUE WATER POLLUTION CONTROL FACILITY CONSTRUCTION -RELATED SERVICES CITY OF WATERLOO EXHIBIT A A. Project Description The project consists of construction -related services described herein provided by ATS (Consultant) for the City of Waterloo (Client). The project is for construction of Ultraviolet Disinfection Facilities at the Clients wastewater treatment facility (WWTF) to be shown and described in bidding documents that were previously prepared by Consultant. The Scope of Services is based on the following: • An estimated $4.1 million construction project • 12 -month duration from Notice to Proceed to contractor final completion • The following major components: Ultraviolet Disinfection Facilities Associated Site Work and Piping Consultant shall have the same meaning as Engineer, and Client shall have the same meaning as Owner in the construction contract documents. B. Scope of Services Services to be provided for the project under this agreement are as follows: 1. Project Administration and Construction Observation a. Project Initiation 1) Establish project files and develop an appropriate monitoring and reporting system. 2) Assist the Client in assembling the contract documents for execution by the Client and the Contractor. Submit copies of the executed contract documents to the Client and the Contractor. b. Pre -Construction Conference 1) Develop pre -construction conference agenda. 2) Identify and notify participants. 3) Conduct meeting. 4) Prepare minutes and provide follow-up to questions. 5) Assist Client in issuing "Notice to Proceed." c. Construction Staking 1) Provide benchmark and baseline for horizontal and vertical control. 2) Stake locations of U.V. building corners. Page 2 3) Stake pipe alignments and grades for critical pipes. d. Construction Observation Services Provide resident project representation (RPR) during construction. An estimated 1,200 hours is estimated for this task. Resident project representation shall consist of observation of the work by qualified person(s) to observe and record construction progress. Resident project representation shall include the following: The services to be provided are as follows: 1) Assist in reviewing Contractor's applications for payment by providing information to Client noting particularly their relation to the schedule of values, work completed, and materials and equipment delivered at the site but not incorporated in the work. 2) Provide input to Contractor questions relating to contract interpretation. 3) Review the progress schedule, schedule of shop drawing submissions and schedule of values prepared by Contractor and consult with Client conceming their acceptability. 4) Monitor status of shop drawing submissions. 5) Prepare Contract close-out documents, resolution of problems and final payment. 6) Attend the pre -construction conference, monthly progress meetings, weekly foreman's meetings, other job conferences as required in consultation with Client and provide advance notice to those expected to attend. 7) Serve as liaison with Client and Contractor and assist them in understanding the intent of the contact documents. 8) Monitor receipt of submittals and samples and notify Client of their availability for examination. 9) Direct visiting personnel representing the public or agencies having jurisdiction over the project to the Client's representative who will be responsible for such visits. 10) Transmit to Contractor and Client clarifications and interpretations of the contract documents. 11) Prepare necessary field modifications and change orders in accordance with instructions of the Client. Prepare independent cost evaluations of work to be covered by the change order and conduct negotiations with the Contractor. NOTE: Field modifications are conditions that require no adjustment in the contract cost or time of completion. Change orders require modification of cost and/or time of completion. 12) Coordinate discussions at the periodic site meetings between Contractor and Client on any Contractor activity that may affect plant operation. Consider and evaluate Contractor's suggestions for modifications in the drawings or specifications and report these with recommendations to Client. 13) Maintain at the job site, files for correspondence, reports of job conferences, shop drawings and sample submissions, reproductions of original contract documents, including all addenda, change orders, field orders, additional drawings issued subsequent Page 3 to the execution of the contract, clarifications and interpretations of the contract documents, progress reports and other project -related documents. 14) Record names, addresses and telephone numbers of the Contractor, subcontractors and major suppliers of materials and equipment. 15) Furnish Client with monthly reports via email of progress of the work and the Contractor's compliance with the approved progress schedule. Keep Client informed of any expected delays in progress schedule. 16) Assist in obtaining from Client additional details or information when required at the job site for proper and expedient execution of the work. 17) Conduct on-site observations of the work in progress to assist in determining if the work is generally proceeding in accordance with the contract documents and that completed work appears to conform to the contract documents. Take digital photos of work in progress and include in project file. 18) Report to Client whenever RPR believes that any work is unsatisfactory, faulty or defective or does not conform to the contract documents and advise Client when RPR believes works should be corrected or rejected. 19) Verify that all material and other tests, as well as equipment and system start-ups, are conducted and operating, and maintenance instructions as required by contract documents are provided. 20) Keep a diary or log book recording hours on the job site, weather conditions, data relative to questions of extras or deductions, list of visiting officials, and representatives or manufacturers, fabricators, suppliers and distributors, daily activities, decisions, observations in general, and specific observations in more detail, as in the case of observing test procedures. Prepare daily report. 21) Consult with Client in advance of scheduled major tests, inspections or initiation of important phases of the work. 22) Notwithstanding the Contractor's sole responsibility for job site safety, report immediately to Client upon the occurrence of any accident. 23) Before Certificate of Substantial Completion is issued, submit to Client a list of observed items requiring completion or correction by the Contractor. 24) Conduct a final inspection with the Client and Contractor and prepare a final list of items to be completed or corrected. 25) Provide material testing observation (sampling, compaction, testing, etc.) as required in contract documents. e. Material Testing 1) Retain services of local qualified engineering and materials testing firm to perform the materials testing required by the specifications for concrete. 2) Concrete • Slump, air content and temperature • Destructive strength testing Page 4 2. Engineering Support a. Administration 1) Provide project manager to coordinate services provided by Consultant's design discipline personnel. 2) Consult with Client regarding progress schedule, schedule of shop drawing submittals and schedule of values prepared by the Contractor concerning their acceptability. b. Shop Drawings/Submittal Review 1) Administration and Management a) Establish project files. b) Establish a shop drawing submittal log subdivided by specification section. c) Prepare a shop drawing routing (control) list identifying design personnel that will be providing the technical review. d) Prepare a shop drawing transmittal form for the Contractor's use. e) Explain and discuss shop drawing processing procedure to Contractors at the pre -construction conference. f) Log and route each shop drawing as submitted. g) Review designer's technical review comments on each submittal. h) Prepare reviewed submittals for distribution to Contractor, Client and RPR. 2) Perform Designer Technical Reviews. The design disciplines (process, electrical, instrumentation, HVAC, plumbing, structural, architecture and civil) will review shop drawings and provide the following services: a) Review for conformance with the intent of the contract documents. b) State the submittal's exceptions and deficiencies determined during the review process. c) Determine the status of the submittal ("No Exceptions Taken," "Make Corrections as Noted," "Rejected," "Revise and Resubmit"). 3) Designer Technical Input a) Answer design interpretation and clarification requests from the Client, Contractor and RPR. All responses to be documented by either e-mail or memo to the RPR. b) Provide technical input into contract change orders and field modifications. c) Conduct site visits by appropriate design discipline personnel at appropriate stages of construction to review the quality of the work and to determine, in general, whether the work conforms to the contract documents. Page 5 d) Attend meetings with Contractor to resolve disputes on the acceptability of proposed equipment and/or modifications required thereto. 3. Start -Up and Operations and Maintenance Services a. Receive equipment manufacturer's and vendor's operation and maintenance (O&M) material from the Contractor. Review submittals for compliance with contract documents. Catalog and file O&M material for distribution to Client and for use in preparation of the O&M manual. Four sets of vendor manuals will be received from the Contractor for each item of equipment. Once the manuals are approved, three copies will be mailed to the Client and one copy will be maintained by Consultant. b. Provide an O&M specialist who will provide leadership in the start-up of the new facilities. The O&M specialist will be experienced in the unique challenges accompanying facility start-up. 1) Vendor Instruction Services a) Coordinate presentation and scheduling of vendor O&M training sessions and notify Client's operating personnel when sessions will occur. 2) General Training Sessions a) Provide two days of on-site general training sessions to orient Client's operating personnel in the operation of facility. 3) On -Site Start-up Assistance a) Provide on-site assistance to assist Client in start-up of facility and to observe some of the Contractor's system demonstration tests. 4) Telephone/E-mail Assistance a) Provide assistance by telephone/e-mail to help Client address questions during start-up and operation. 4. Paper Operation and Maintenance Manual a. Prepare a "paper" operation and maintenance (O&M) manual for the facility. The manual will be an update to the existing manual. The manual will address the major processes involved in operation of the disinfection facility. The manual will consist of a single volume that will focus on: 1) Functional description of process and equipment 2) Start-up procedures 3) Normal operation procedures 4) Alternate operation procedures Page 6 5) Shut -down procedures 6) Controls 7) Alarms and emergency procedures 5. Electronic Operation and Maintenance Manual a. Prepare an update of the facility's electronic operation and maintenance (O&M) manual for the U.V. disinfection facility based on the paper O&M manual. 6. Record Drawings a. Receive "as -built" mark-up drawings prepared by Contractor. The as -built markup drawings submitted to Consultant shall be in accordance with the contract documents. b. Prepare record drawings based on contractor's as -built mark-up drawings. Field verification is not included. c. Provide two sets of 11x17 draft prints of record drawings to Client for review. Incorporate Client comments into record drawings. d. Provide Client copy of record drawing CADD and PDF files on CD disk. 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