HomeMy WebLinkAboutAecom Technical Services-8/2/2010A=COM
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: Railroad Spur Line for Secor Investments, LLC
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
,,,,,,,,,YV' al
Printed Name Ernest G. Clark
Title
Date
APPROVED FOR AECOM TECHNICAL SERVICES, INC.
By: 6 6, -4 -
Printed Nay"e
Title
Date
Joe A. Becker
Vice President
July 26, 2010
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PART I
ATS'S RESPONSIBILITIES
A. PROJECT DESCRIPTION
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The project consists of construction of a railroad spur line from the main CN Railroad to the Secor
Investment, LLC property located on Lafayette Street in Waterloo, Iowa. The spur line will be
constructed on Secor Investment, LLC property and extend approximately 800 L.F. The new spur
line will serve the company's expansion that is currently under construction.
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, preliminary and final design, preparation
of plans and specifications in a format suitable for City of Waterloo letting, coordination with the
railroad and project administration. The Scope of Services is further defined as follows:
Design Survey and Base Mapping
Tasks 1 - 4 - The following identifies tasks leading to the completion of the design survey and base
mapping required for the railroad:
Task 1 - Data Collection
Task 2 - Control and Bench Mark Survey
Task 3 - Topographic and Elevation Survey
Task 4 - Survey Note Reduction and Base Mapping
Preliminary Railroad Design and Railroad Coordination
Tasks 5-7. These tasks include developing the preliminary rail spur plans for coordination and
approval of the CN Railroad. Included in these tasks will be the conceptual railroad layout for review
of Client, preliminary railroad spur plans for submittal to CN Railroad and the required coordination
with the railroad. The following identifies tasks leading to the completion of the preliminary design
plans:
Task 5 — Conceptual Design of Railroad
Task 6 — Preliminary Design Plan for Railroad
Task 7 — Coordination with Railroad
Final Railroad Design and Railroad Coordination
(Tasks 8-22). These tasks include developing the railroad spur line final design and construction
document preparation. The plans and specifications for the railroad spur line will be prepared in a
format suitable for a City of Waterloo letting. Included in these tasks will be the typical cross sections,
tabulations and quantities, final railroad plan and profile sheets, earthwork tabulations, switch details,
drainage design, design cross sections, construction cost estimate and technical specifications. The
following specific tasks lead to the completion of the final railroad spur plans and specifications:
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Task 8 - Title and Legend Sheets
Task 9 - Typical Sections and Details
Task 10 - Bid Items and General Notes
a. Bid Item and Quantity Listing
b. Estimate Reference Information
c. General Notes
Task 11 - Tabulations and Quantities
Task 12 - Plan and Profile Sheets
Task 13 - Geometric Layout Sheets
Task 14 - Drainage Design
Task 15 - Earthwork Tabulation
Task 16 - Design Cross Sections
Task 17 - Quality Control Review
Task 18 - Final Revisions
Task 19 - Construction Cost Estimate
Task 20 - Specifications
Task 21 - Printing and Submittals
Task 22 - Field Review
Project Administration, Coordination and Meetings
Tasks 23-24. These tasks include project administration and meetings throughout the project
development. These tasks also include pre -letting activities 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 23 - Project Meetings
Task 24 - Project Administration
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.
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.
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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 Nineteen Thousand Eight Hundred Dollars ($19,800.00), 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
20 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.
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1. STANDARD OF CARE. Services shall be pertonned 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 uniform conunercial 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
facts known at the time 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 trust be redefined.
3. SAFETY. ATS has established and maintains corporate programs 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 (united to,
fire. flood, explosion, riot, strike, war, process shutdown, act of God or the public enemy,
and act or regulation of any govertunent 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 snake the payments required hereunder), the non -defaulting party may, atter
7 days written notice stating its intention to suspend performance wider the Agreement if
cure of such default is not commenced and diligently continued. and failure of the
defaulting party to cotwnence cure within such tune limit and diligently continue, suspend
performance under this Agreement.
6. OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs
prepared by ATS is supplied for the general guidance of the 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 make recommendations to Client
concerning actions relating to Client's contractors, but ATS specifically disclaims any
authority to direct or supervise the means, methods. techniques, 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 claims resulting from perfonnance 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.
10. 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 maculating
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 may present a potential danger to the
public health, safety or the environment. Client shall execute any manifests or fonns 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. indenmify, and save
ATS harmless from any claim 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 I above of ATS, its agents or
employees.
PART IV
STANDARD TERMS AND CONDITIONS
To the fullest extent permitted by law. Client shall defend, indemnity, 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 sltall 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 Ill of this Agreement the amount of such limit
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 documents 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 media, which Client acknowledges to be of only limited
duration. Client agrees to defend, indemnify, and hold harmless ATS from all clauns,
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 assiginnents(a) to entities which control, or are controlled
by. the parties hereto or (b) resulting from operation of law, the rights and obligations oft is
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 permitted 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 atter 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 filing 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 from the other
party.
19. NO WAIVER. No waiver by either party of any default by the other party in the
performance 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
perfonnance 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 terms, provisions and covenants herein contained shall
be deemed to be separate and severable. and the invalidity or uneidoreeability of any of
them 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 for whom they are signing.
L: work ADMIN AGREE SAVE AECOAt Toms Com tition,.d.x: 2009