Loading...
HomeMy WebLinkAboutAecom Technical Services-9/13/2010A=COM ' c .1/0/200 AECOM 319 232 6531 tel 501 Sycamore Street 319 232 0271 fax Suite 222 Waterloo, Iowa 50703 www.aecom.com PROFESSIONAL SERVICES AGREEMENT PROJECT NAME: "Old Fire Station" Basement Demolition and Associated Repairs Alley Between Mulberry and Lafayette Streets Adjacent to 5th Street City of Waterloo, Iowa (Project) This Agreement is by and between Client City of Waterloo (Client) 715 Mulberry Waterloo, Iowa 50703 and, AECOM Technical Services, Inc. (ATS) 501 Sycamore, Suite 222 P.O. Box 1497 Waterloo, Iowa 50704-1497 Who agree as follows: Client hereby engages ATS to perform the services described in Part I ("Services") and ATS agrees to perform the Services for the compensation set forth in Part III. ATS shall be authorized to commence the Services upon execution of this Agreement. Client and ATS agree that this signature page, together with Parts I-IV and attachments referred to therein, constitute the entire Agreement between them relating to the Project ("Agreement"). APPROVED FOR CLIENT By (4tee; Printed Name Ernest G. Clark Title Mayor APPROVED FOR AECOM TECHNICAL SERVICES, INC. By: Printed me Joe A. Becker Title Vice President Date , 1Jenbtr �'71260 Date September 7, 2010 A=COM PART I ATS'S RESPONSIBILITIES A. PROJECT DESCRIPTION Page 2 Due to a partial failure of the alley between the Walsh Building and the Annex Building, a site investigation was completed by ATS on July 22, 2010. Initial inspection of the failure indicated a fairly Targe basement remained intact beneath the existing alley and adjacent to the Walsh Building. The basement was apparently the remains of the "Old Fire Station" previously located at this site. A letter summary report was prepared by ATS following the site investigation which recommended the existing structural slab be removed in addition to construction of a poured in place concrete wall adjacent to the Walsh Building to support the fill placed in the old basement. This project consists of the demolition of the existing basement structural slab, construction of a new concrete wall adjacent to the Walsh Building, structural fill placement in the existing basement location, and removal and replacement of the existing alley and sidewalk paving. B. SCOPE OF SERVICES Design Services The Scope of Services will encompass and include all detailed work, services, materials, equipment, personnel and supplies necessary to provide design survey, structural design, preparation of plans and specifications in a format suitable for City of Waterloo letting and project administration. The Scope of Services is further defined as follows: Design Survey, Structural Design, Preparation of Plans, Preparation of Specifications and Project Administration Tasks 1 - 5 - The following identifies tasks leading to the completion of the design and preparation of construction plans and specifications for the project: Task 1 - Design Survey. This task includes completion of design survey and base map preparation required for the project. Task 2 - Structural Design. This task includes completion of structural design for retaining wall adjacent to Walsh Building. Task 3 - Preparation of Project Plans. This task includes preparation of construction plans and details required for the project. Task 4 - Preparation of Project Specifications. This task includes preparation of project specifications in a format suitable for a City of Waterloo letting. Task 5 - Project Administration. This task includes one project meeting, pre -letting activities and general project administration. A=COM Construction -Related Services Page 3 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. PART II CLIENT'S RESPONSIBILITIES Client, at its expense, shall do the following in a timely manner so as not to delay the Services. A. INFORMATION/REPORTS Furnish ATS necessary information/reports, all of which ATS may rely upon without independent verification in performing the Services. B. REPRESENTATIVE Designate a representative for the Project who shall have the authority to transmit instructions, receive information, interpret and define Client's policies and make decisions with respect to the Services. C. DECISIONS Provide all criteria and full information as to Client requirements for the Project, obtain (with ATS's assistance, if applicable) necessary approvals and permits, attend Project -related meetings, provide interim reviews on an agreed-upon schedule, make decisions on Project alternatives, and generally participate in the Project to the extent necessary to allow ATS to perform the Services. PART III COMPENSATION, BILLING, AND PAYMENT Client shall pay ATS for the Services in accordance with the following: A. COMPENSATION Compensation for the above 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. The compensation for the services shall be Three Thousand Five Hundred Dollars ($3,500.00), which shall not be exceeded without authorization from the Client. B. BILLING AND PAYMENT ATS may bill the Client monthly for services completed at the time of billing, with net payment due in 30 days. Past due invoices will be subject to a service charge at the rate of 1 % per month per request by ATS. Unless Client provides ATS with a written statement of any objections to the bill within 15 days of receipt, Client shall be deemed to accept the bill as submitted. L:\work\AD M I MAGR E E\P RO F\Wa tBa sem en tD em. d oc PART IV STANDARD TERMS AND CONDITIONS 1. STANDARD OF CARE. Services shall be perfomwd in accordance with the standard of professional practice ordinarily exercised by the applicable profession at the time and within the locality where the Services are performed. Professional services are not subject to, and ATS can not provide, any warranty or guarantee, express or implied, including warranties or guarantees contained in any whitbr n commercial code. Any such warranties or guarantees contained in any purchase orders. requisitions or notices to proceed issued by Client are specifically objected to. 2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is based on thcts known at the tune of execution of this Agreement. including. if applicable, information supplied by Client. For some projects involving conceptual or process development services, scope may not be fully definable during initial phases. As the Project progresses. facts discovered may indicate that scope must be redefined. 3. SAFETY. ATS has established and maintains corporate progmans and procedures for the safety of its employees. Unless specifically included as a service to be provided under this Agreement. ATS specifically disclaims any authority or responsibility for general job site safety and safety of persons other than ATS employees. 4. DELAYS. If events beyond the control of Client or ATS, including, but not limited to, tire. flood, explosion, riot. strike. war. process shutdown. act of God or the public enemy, and act or regulation of any goverment agency, result in delay to any schedule established in this Agreement, such schedule shall be amended to the extent necessary to compensate for such delay. In the event such delay exceeds 60 days, ATS shall be entitled to an equitable adjustment in compensation. 5. TERMINATION/SUSPENSION. Either party may terminate this Agreement upon 30 days written notice to the other party. Client shall pay ATS for all Services. including profit relating thereto. rendered prior to termination, plus any expenses of termination. In the event either party defaults in its obligations under this Agreement (including Client's obligation to stake the payments required hereunder). the non -defaulting party may. atter 7 days written notice stating its intention to suspend performance under the Agreement if cure of such default is not conunenced and diligently continued. and failure of the defaulting party to continence cure within such time limit and diligently continue. suspend pertornhance under this Agreement. 6. OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs prepared by ATS is supplied for the general guidance oftlte Client only. Since ATS has no control over competitive bidding or market conditions, ATS cannot guarantee the accuracy of such opinions as compared to contract bids or actual costs to Client. 7. RELATIONSHIP WITH CONTRACTORS. ATS shall serve as Client's professional representative for the Services, and may snake recommendations to Client concerning actions relating to Client's contractors, but ATS specifically disclaims any authority to direct or supervise the means, methods. teclmiques. sequences or procedures of construction selected by Client's contractors. 8. CONSTRUCTION REVIEW. For projects involving construction, Client acknowledges that under generally accepted professional practice, interpretations of construction documents in the field are normally required, and that performance of construction -related services by the design professional for the project permits errors or omissions to be identified and corrected at comparatively low cost. Client agrees to hold ATS harmless from any claiins resulting from performance of construction -related services by persons other than ATS. 9. INSURANCE. ATS will maintain insurance coverage for Professional, Comprehensive General, Automobile, Worker's Compensation, and Employer's Liability in amounts in accordance with legal. and ATS's business requirements. Certificates evidencing such coverage will be provided to Client upon request. For projects involving construction. Client agrees to require its construction contractor. if any, to include ATS as an additional insured on its policies relating to the Project. ATS's coverages referenced above shall, in such case. be excess over contractor's primary coverage. 1(1. HAZARDOUS MATERIAL. Hazardous materials may exist at a site where there is no reason to believe they could or should be present. ATS and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work. ATS agrees to notify Client as soon as practically possible should unanticipated hazardous materials or suspected hazardous materials be encountered. Client acknowledges and agrees that it retains title to all hazardous material existing on the site and shall report to the appropriate federal, state or local public agencies, as required. any conditions at the site that inay present a potential danger to the public health, safety or the environment. Client shall execute any manifests or fors in connection with transportation. storage and disposal of hazardous materials resulting from the site or work on the site or shall authorize ATS to execute such documents as Client's agent. Client waives any claim against ATS and agrees to defend, indemnify. and save ATS harmless from any claims or liability for injury or loss arising from ATS's discovery of unanticipated hazardous materials or suspected hazardous materials. 11. INDEMNITIES. To the fullest extent permitted by law, ATS shall indemnify and save harmless Client from and against loss. liability, and damages sustained by Client. its agents, employees, and representatives by reason of injury or death to persons or damage to tangible property to the extent caused directly by the willful misconduct or failure to adhere to the standard of care described in Paragraph 1 above of ATS. its agents or employees. To the tidiest extent permitted by law, Client shall defend, indemnify, and save harmless ATS from and against loss. liability, and damages sustained by ATS, its agents. employees, and representatives by reason of claims for injury or death to persons, damages to tangible property, to the extent caused directly by any of the following: (a) any substance, condition, element. or material or any combination of the foregoing (I) produced, emitted or released from the Project or tested by ATS under this Agreement. or (b) operation or management of the Project. Client also agrees to require its construction contractor. if any, to include ATS as an indemnitee under any indemnification obligation to Client. 12. LIMITATIONS OF LIABILITY. No employee or agent of ATS shall have individual liability to Client. Client agrees that, to the fullest extent permitted by law, ATS's total liability to Client for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to the Project or this Agreement from any causes including, but not limited to, ATS's negligence, errors, omissions. strict liability, or breach of contract and whether claimed directly or by way of contribution shall not exceed the total compensation received by ATS under this Agreement. If Client desires a limit of liability greater than that provided above. Client and ATS shall include in Part 111 of this Agreement the amount of such lint and the additional compensation to be paid to ATS for assumption of such additional risk. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL ATS BE LIABLE TO CLIENT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. 13. ACCESS. Client shall provide ATS safe access to any premises necessary for ATS to provide the Services. 14. REUSE OF PROJECT DELIVERABLES. Reuse of any documents or other deliverables. including electronic media. pertaining to the Project by Client for any purpose other than that for which such docwnents or deliverables were originally prepared, or alteration of such documents or deliverables without written verification or adaptation by ATS for the specific purpose intended, shall be at the Client's risk. Further, all title blocks and the engineer's seal. if applicable. shall be removed if and when Client provides deliverables in electronic media to another entity. Client agrees that relevant analyses. findings and reports provided in electronic media shall also be provided in "hard copy" and that the hard copy shall govern in the case of a discrepancy between the two versions. and shall be held as the official set of drawings, as signed and sealed. Client shall be afforded a period of 30 days in which to check the hard copy against the electronic media. In the event that any error or inconsistency is found as a result of this process, ATS shall be advised and the inconsistency shall be corrected at no additional cost to Client. Following the expiration of this 30 -day period, Client shall bear all responsibility for the care, custody and control of the electronic media. In addition. Client represents that it shall retain the necessary mechanisms to read the electronic redia, which Client acknowledges to be of only (united duration. Client agrees to defend, indemnify, and hold harmless ATS from all claims, damages. and expenses, (including reasonable litigation costs), arising out of such reuse or alteration by Client or others acting through Client. 15. AMENDMENT. This Agreement, upon execution by both parties hereto, can be amended only by a written instrument signed by both parties. 16. ASSIGNMENT. Except for assignunents (a) to entities which control, or are controlled by, the parties hereto or (b) resulting from operation of law, the rights and obligations of this Agreement cannot be assigned by either party without written permission of the other party. This Agreement shall be binding upon and inure to the benefit of any pennitted assigns. 17. STATUTES OF LIMITATION. To the fullest extent permitted by law, parties agree that. except for claims for indemnification, the time period for bringing claims under this Agreement shall expire one year after Project completion. 18. DISPUTE RESOLUTION. Parties shall attempt to settle disputes arising under this agreement by discussion between the parties senior representatives of management. If any dispute can not be resolved in this manner, within a reasonable length of time, parties agree to attempt non-binding mediation or any other method of alternative dispute resolution prior to tiling any legal proceedings. In the event any actions are brought to enforce this Agreement. the prevailing party shall be entitled to collect its litigation costs front the other party. 19. NO WAIVER. No waiver by either party of any default by the other party in the pertbnnance of any particular section of this Agreement shall invalidate any other section of this Agreement or operate as a waiver of any future default. whether like or different in character. 20. NO THIRD -PARTY BENEFICIARY. Nothing contained in this Agreement, nor the performance of the parties hereunder, is intended to benefit. nor shall inure to the benefit of, any third party, including Client's contractors, if any. 21. SEVERABILITY. The various terns, provisions and covenants herein contained shall be deemed to be separate and severable, and the invalidity or unenforceability of any of therm shall not affect or impair the validity or enforceability of the remainder. 22. AUTHORITY. The persons signing this Agreement warrant that they have the authority to sign as, or on behalf of the party fur whom they are signing. L\work WDMIN AGREEISA\'nAECOM Tuna Cowlilion .do, 2009