HomeMy WebLinkAboutAecom Technical Services-2/6/2012A=COM
AECOM 319 232 6531 tel
501 Sycamore Street 319 232 0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
CEDAR RIVER ENHANCEMENT PROJECTS
CITY OF WATERLOO, IOWA
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, 50703, 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.
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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 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.
111. CLIENT'S RESPONSIBILITIES
CLIENT shall at such times as may be required for the successful and expeditious completion
of the Services;
(a) Provide all criteria and information as to 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;
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(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 for the tasks described in Exhibit A is an estimated fee of Thirty -Six
Thousand Eight Hundred Dollars ($36,800.00).
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
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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 govem.
IX. MEANS AND METHODS
(a) ATS shall not have control or charge of and shall not be responsible for construction
means, methods, techniques, sequences or procedures, or for safety measures and
programs including enforcement of Federal and State safety requirements, in
connection with construction work performed by CLIENTs construction contractors.
Nor shall ATS be responsible for the supervision of CLIENTs construction
contractors, subcontractors or of any of their employees, agents and representatives
of such contractors; or for inspecting machinery, construction equipment and tools
used and employed by contractors and subcontractors on CLIENTs construction
projects and shall not have the right to stop or reject work without the thorough
evaluation and approval of the CLIENT. In no event shall ATS be liable for the acts or
omissions of CLIENT's construction contractors, subcontractors or any persons or
entities performing any of the construction work, or for the failure of any of them to
carry out construction work under contracts with CLIENT.
(b) In order that ATS may be fully protected against such third party claims, CLIENT
agrees to obtain and maintain for the benefit of ATS the same indemnities and
insurance benefits obtained for the protection of the CLIENT from any contractor or
subcontractor working on the project and shall obtain from that
contractor/subcontractor insurance certificates evidencing ATS as an additional
named insured.
X. INDEPENDENT CONTRACTOR
ATS shall be an independent contractor with respect to the Services to be performed
hereunder. Neither ATS nor its subcontractors, nor the employees of either, shall be deemed
to be the servants, employees, or agents of CLIENT.
XI. PRE-EXISTING CONDITIONS
Anything herein to the contrary notwithstanding, title to, ownership of, legal responsibility and
liability for any and all pre-existing contamination shall at all times remain with CLIENT. "Pre-
existing contamination" is any hazardous or toxic substance present at the site or sites
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.
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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.
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.
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(b) This Agreement shall be govemed by the laws of the State of Iowa.
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(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 FOR CLIENT
APPROV OR ; ECOM TECHNICAL SERVICES, INC.
Printed Name: Ernest G. Clark Pri ed Name: Joe A. Becker
Title: Mayor Title:
Vice President
Date: FOYIYli UL260'
Date:
November 7, 2011
CEDAR RIVER ENHANCEMENT PROJECTS
EAST LAKE - CEDAR RIVER CONNECTION FEASIBILITY STUDY
SAN SOUCI WING DAM REPAIRS
DOWNTOWN CEDAR RIVER DOCKING
HIGHWAY 63/CENTER FOR THE ARTS PEDESTRIAN CONNECTIONS
CITY OF WATERLOO, IOWA
Exhibit A
I. Project Description
The project consists of four Cedar River Enhancement Projects, including 1) developing a
navigable connection between the East Lake and the Cedar River, 2) repairs to the existing
San Souci Wing Dam, 3) incorporating boat docks between Park Avenue and MuIlan
Avenue, and 4) creating pedestrian connections from U.S. Highway 63 to the Center for the
Arts and the adjacent River Walk Loop.
II. Scope of Services
Preliminary Design Services
The Scope of Services will encompass and include all detailed work, services, materials,
equipment, personnel and supplies necessary to provide conceptual design and estimated
construction cost estimates for each of the projects identified above. The effective date of
this agreement shall be August 8, 2011. The Scope of Services is further defined as
follows:
For the first project, a study will be completed to determine the feasibility of creating the
East Lake - Cedar River Connection in addition to developing a conceptual plan for the
project.
Initial surveys will be completed to determine "normal" water surface elevations for the East
Lake and the Cedar River to verify the water level relationship between the two bodies of
water. An initial wetland boundary delineation and project impact review will also be
completed to aid in determining initial project impacts.
As the project will require a no -rise certificate due to construction in the regulatory floodway
of the Cedar River, hydraulic modeling will be required for the proposed improvements. The
existing regulatory model will be used to verify no increase in the existing 100 -year flood
elevations will occur. Preliminary structure sizes will be reviewed for the existing
recreational trail between the Cedar River and the East Lake. Conceptual cost estimates
will be prepared for the proposed improvements. A summary report will be prepared for the
project which will include a hydraulic summary of results, conceptual plan views, permit
requirements and conceptual planning level cost estimates. The following tasks lead to the
completion of the East Lake - Cedar River Connection Feasibility Study:
East Lake - Cedar River Connection Feasibility Study (Tasks 1-13)
Data Collection
Tasks 1 - 2 - The following identifies tasks leading to the completion of the hydraulic surveys
required for the proposed East Lake Connection to the Cedar River. These tasks will
include three trips to the site at varying Cedar River elevations (low flow, medium flow and
flood stage flow) to assist in determining the relationship between the Cedar River
elevations and the corresponding East Lake elevation.
Task 1 - Data Collection
Task 2 - Field Surveys (Three Trips Anticipated)
Wetland Investigation
Task 3 - Wetland Boundary Delineation and Proiect Impact Review (To Be Completed by
Stantec). This task includes a field review to identify and delineate wetland boundaries
using currently approved methodology. The wetland delineation and project impacts will be
summarized in a report that could be submitted to the Corps of Engineers for the project
404 Permit. This task does not include developing a wetland mitigation plan, as the need
and scope of the plan needs to be determined first. The wetland mitigation plan may be
added as a supplemental agreement, if necessary, depending on the field wetland
delineation.
Conceptual Design
Tasks 4-6. The following tasks lead to development of a conceptual design plan for the
project. Locations for the connection will be reviewed for hydraulic considerations and costs.
It is anticipated two alternatives would be reviewed for consideration. The first altemative
would be near existing hydraulic connections (during high flows) to the lake and the second
alternative would include a connection where the lake nears the Cedar River channel. In
addition to an earthwork review, these concept alternatives would include an estimated
structure crossing required for the existing recreational trail.
Task 4 - Development of Two Alternative Connections to Brinker Lake
Task 5 - Development of Conceptual Structure Sizes for Recreational Trail
Task 6 - Development of Plan View Drawing for Each Altemative
Hydraulic Analyses
Tasks 7-9. The following tasks lead to completion of the required hydraulic modeling for the
connection. Hydraulic analyses will be completed using the existing HEC -2 model for the
Cedar River. The model will be updated to reflect the proposed project and determine if any
increase in computed water surface elevation occurs for the regulatory (100 -year) flood
event in addition to the U.S. Army Corps of Engineers' design flood event for the federally -
funded Local Flood Protection Project. The project requires a no -rise certification due to its
location within the Cedar River Floodway.
Task 7 - Updating Existing HEC -2 Model for Pre -Project Model
Task 8 - Incorporate Proposed Improvements in HEC -2 Model
Task 9 - Review Options to Eliminate Potential Backwater Created
Develop Planning Level Construction Estimates
Tasks 10-11. The following tasks lead to the completion of planning level construction
estimates for the project.
Task 10 - Develop Estimated Construction Quantities for Project
Task 11 - Develop Planning Level Construction Cost Estimates
Summary Report Preparation
Tasks 12-13. The following tasks lead to the completion of a letter -style summary report for
the project that will include a description of the project, hydraulic summary, conceptual plan
view of the project, permit requirements and a conceptual level planning estimate.
Task 12 - Summary Report
Task 13 - Report Graphics
San Souci Wing Dam Repair Construction Estimates (Tasks 14-17)
The second project consists of preparing construction cost estimates for repairs to the
existing San Souci Wing Dam. The existing wing dam has been damaged in past flooding
events and is in need of repair. The project will include completion of field surveys of the
existing dam, developing quantities for repairs, reviewing the effects of the new bladder dam
on the wing dam, and preparing construction cost estimates for the repairs. The following
tasks lead to the completion of the San Souci Wing Dam Repair Construction Estimates:
Task 14 - Survey Existing Wing Dam (Initial End Elevation Survey Only) and City Salvaged
Concrete Stockpile
Task 15 - Develop Estimated Quantities for Wing Dam Repairs
Task 16 - Review Effects of New Bladder Dam on Elevations of Wing Dam
Task 17 - Develop Construction Cost Estimates for Wing Dam Repairs
Cedar River Docking Conceptual Design (Tasks 18-20)
The third project consists of developing preliminary dimensional design drawings for Cedar
River docking in the downtown area from Park Avenue to Mullan Avenue. Conceptual
design drawings developed by Vandewalle and Associates will be reviewed as a basis for
dock locations. The type of docking will be reviewed and planning level construction cost
estimates will be developed. The following tasks lead to the completion of the Cedar River
Docking Conceptual Design:
Task 18 - Develop Dimensional Drawings for Proposed Docking from Conceptual Drawings
Task 19 - Develop Proposed Docking Type
Task 20 - Develop Planning Level Cost Estimates of Alternatives
Highway 63/Center for the Arts Pedestrian Trail Connections (Tasks 21-23)
The fourth project consists of developing preliminary plan view drawings and construction
estimates for pedestrian connections from U.S. Highway 63 to the Center for the Arts and
the adjacent River Walk Loop. The following tasks lead to the completion of preliminary
design for these connections:
Task 21 - Prepare Conceptual Drawings for Trail Connections
Task 22 - Develop Estimated Construction Quantities
Task 23 - Planning Level Cost Estimates of Altematives
Project Administration, Coordination and Meetings
Tasks 24-26. These tasks include project administration, coordination, and three meetings
throughout the project development. These tasks also include initial agency coordination
(Iowa DNR and U.S. Army Corps of Engineers) and general project administration. The
following identifies tasks leading to the completion of project administration, meetings and
coordination during the design phase of the project.
Task 24 - Project Meetings
Task 25 - Initial Agency Coordination
Task 26 - Project Administration
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