HomeMy WebLinkAboutAECOM - Professional Service Agreement - Cattle Congress Sanitary Sewer Force Main Repair - 6/10/2019AECOM
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
CITY OF WATERLOO
SANITARY SEWER SYSTEM IMPROVEMENTS
F.Y. 2019 CATTLE CONGRESS SANITARY SEWER FORCE MAIN REPAIR
PROFESSIONAL SERVICE AGREEMENT
This Agreement is made and entered by and between AECOM Technical Services, Inc., 501
Sycamore Street, Suite 222, Waterloo, Iowa, hereinafter referred to as "ATS" and City of Waterloo, 715
Mulberry Street, Waterloo, Iowa, hereinafter referred to as "CLIENT."
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as
follows:
I. SCOPE OF SERVICES
ATS shall perform professional Services (the "Services") in connection with CLIENT's facilities
in accordance with the Scope of Services set forth in Exhibit A attached hereto.
II. ATS'S RESPONSIBILITIES
ATS shall, subject to the terms and provisions of this Agreement:
(a) Appoint one or more individuals who shall be authorized to act on behalf of ATS and
with whom CLIENT may consult at all reasonable times, and whose instructions,
requests, and decisions will be binding upon ATS as to all matters pertaining to this
Agreement and the performance of the parties hereunder.
(b) Use all reasonable efforts to complete the Services within the time period mutually
agreed upon, except for reasons beyond its control.
(c) Perform the Services in accordance with generally accepted professional engineering
standards in existence at the time of performance of the Services. If during the two
year period following the completion of Services, it is shown that there is an error in
the Services solely as a result of ATS's failure to meet these standards, ATS shall re-
perform such substandard Services as may be necessary to remedy such error at no
cost to CLIENT. Since ATS has no control over local conditions, the cost of labor and
materials, or over competitive bidding and market conditions, ATS does not guarantee
the accuracy of any construction cost estimates as compared to contractor's bids or
the actual cost to the CLIENT. ATS makes no other warranties either express or
implied and the parties' rights, liabilities, responsibilities and remedies with respect to
the quality of Services, including claims alleging negligence, breach of warranty and
breach of contract, shall be exclusively those set forth herein.
(d) ATS shall, if requested in writing by CLIENT, for the protection of CLIENT, require
from all vendors and subcontractors from which ATS procures equipment, materials
or services for the project, guarantees with respect to such equipment, materials and
services. All such guarantees shall be made available to CLIENT to the full extent of
the terms thereof. ATS's liability with respect to such equipment, and materials
obtained from vendors or services from subcontractors, shall be limited to procuring
guarantees from such vendors or subcontractors and rendering all reasonable
assistance to CLIENT for the purpose of enforcing the same.
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(e) ATS will be providing estimates of costs to the CLIENT covering an extended period
of time. ATS does not have control over any such costs, including, but not limited to,
costs of labor, material, equipment or services furnished by others or over competitive
bidding, marketing or negotiating conditions, or construction contractors' methods of
determining their prices. Accordingly, it is acknowledged and understood that any
estimates, projections or opinions of probable project costs provided herein by ATS
are estimates only, made on the basis of ATS's experience and represent ATS's
reasonable judgment as a qualified professional. ATS does not guaranty that
proposals, bids or actual project costs will not vary from the opinions of probable costs
prepared by ATS, and the CLIENT waives any and all claims that it may have against
ATS as a result of any such variance.
III. CLIENT'S RESPONSIBILITIES
CLIENT shall at such times as may be required for the successful and expeditious completion
of the Services;
(a) Provide all criteria and information as to CLIENT's requirements; obtain all necessary
approvals and permits required from all governmental authorities having jurisdiction
over the project; and designate a person with authority to act on CLIENT's behalf on
all matters concerning the Services.
(b) Furnish to ATS all existing studies, reports and other available data pertinent to the
Services, and obtain additional reports, data and services as may be required for the
project. ATS shall be entitled to rely upon all such information, data and the results of
such other services in performing its Services hereunder.
IV. INDEMNIFICATION
ATS agrees to indemnify and hold harmless CLIENT from and against any and all suits,
actions, damages, loss, liability or costs (including, without limitation, reasonable attorneys'
fees directly related thereto) for bodily injury or death of any person or damage to third party
property if and to the extent arising from the negligent errors or omissions or willful misconduct
of ATS during the performance of the Services hereunder.
V. INSURANCE
Commencing with the performance of the Services, and continuing until the earlier of
acceptance of the Services or termination of this Agreement, ATS shall maintain standard
insurance policies as follows:
(a) Workers' Compensation and/or all other Social Insurance in accordance with the
statutory requirements of the state having jurisdiction over ATS's employees who are
engaged in the Services, with Employer's Liability not less than One Hundred
Thousand Dollars ($100,000) each accident;
(b) Commercial General Bodily Injury and Property Damage Liability and Automobile
liability insurance including (owned, non -owned, or hired), each in a combined single
limit of One Million Dollars ($1,000,000) each occurrence for bodily injury and property
damage liability. This policy includes Contractual Liability coverage. ATS agrees to
name CLIENT as Additional Insured on this policy, but only to the extent of ATS's
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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. ATS shall
provide prompt notice to the CLIENT in the event of cancellation, material change, or non-
renewal per standard ISO Acord Form wording and the policy provisions.
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 a not -to -exceed fee of Eighty -Nine Thousand Eight Hundred Dollars
($89,800.00).
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 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
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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 CLIENT's construction contractors.
Nor shall ATS be responsible for the supervision of CLIENT's construction
contractors, subcontractors or of any of their employees, agents and representatives
of such contractors; or for inspecting machinery, construction equipment and tools
used and employed by contractors and subcontractors on CLIENT's construction
projects and shall not have the right to stop or reject work without the thorough
evaluation and approval of the CLIENT. In no event shall ATS be liable for the acts or
omissions of CLIENT's construction contractors, subcontractors or any persons or
entities performing any of the construction work, or for the failure of any of them to
carry out construction work under contracts with CLIENT.
(b) In order that ATS may be fully protected against such third party claims, CLIENT
agrees to obtain and maintain for the benefit of ATS the same indemnities and
insurance benefits obtained for the protection of the CLIENT from any contractor or
subcontractor working on the project and shall obtain from that
contractor/subcontractor insurance certificates evidencing ATS as an additional
named insured.
X. INDEPENDENT CONTRACTOR
ATS shall be an independent contractor with respect to the Services to be performed
hereunder. Neither ATS nor its subcontractors, nor the employees of either, shall be deemed
to be the servants, employees, or agents of CLIENT.
XI. PRE-EXISTING CONDITIONS
Anything herein to the contrary notwithstanding, title to, ownership of, legal responsibility and
liability for any and all pre-existing contamination shall at all times remain with CLIENT. "Pre-
existing contamination" is any hazardous or toxic substance present at the site or sites
concerned which was not brought onto such site or sites by ATS. CLIENT agrees to release,
defend, indemnify and hold ATS harmless from and against any and all liability which may in
any manner arise in any way directly or indirectly caused by such pre-existing contamination
except if such liability arises from ATS's sole negligence or willful misconduct.
CLIENT shall, at CLIENT's sole expense and risk, arrange for handling, storage,
transportation, treatment and delivery for disposal of pre-existing contamination. CLIENT shall
be solely responsible for obtaining a disposal site for such material. CLIENT shall look to the
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disposal facility and/or transporter for any responsibility or liability arising from improper
disposal or transportation of such waste. ATS shall not have or exert any control over CLIENT
in CLIENT's obligations or responsibilities as a generator in the storage, transportation,
treatment or disposal of any pre-existing contamination. CLIENT shall complete and execute
any governmentally required forms relating to regulated activities including, but not limited to
generation, storage, handling, treatment, transportation, or disposal of pre-existing
contamination. In the event that ATS executes or completes any governmentally required
forms relating to regulated activities including but not limited to storage, generation, treatment,
transportation, handling or disposal of hazardous or toxic materials, ATS shall be and be
deemed to have acted as CLIENT's agent.
For ATS's Services requiring drilling, boring, excavation or soils sampling, CLIENT shall
approve selection of the contractors to perform such services, all site locations, and provide
ATS with all necessary information regarding the presence of underground hazards, utilities,
structures and conditions at the site.
XII. LIMITATION OF LIABILITY
CLIENT agrees that ATS's liability for the act, error or omission in its performance of services
under this Agreement shall in no event exceed the amount of the total compensation received
by ATS. It is intended by the parties to this Agreement that ATS's services in connection with
the project anticipated herein shall not subject ATS's individual employees, officers, or
directors to any personal legal exposure for the risks associated with this project.
XIII. DISPUTE RESOLUTION
If a dispute arises out of, or relates to, the breach of this Agreement and if the dispute cannot
be settled through negotiation, then ATS and the CLIENT agree to submit the dispute to
mediation. In the event ATS or the CLIENT desires to mediate any dispute, that party shall
notify the other party in writing of the dispute desired to be mediated. If the parties are unable
to resolve their differences within 10 days of the receipt of such notice, such dispute shall be
submitted for mediation in accordance with the procedures and rules of the American
Arbitration Association (or any successor organization) then in effect. The deadline for
submitting the dispute to mediation can be changed if the parties mutually agree in writing to
extend the time between receipt of notice and submission to mediation. The expenses of the
mediator shall be shared 50 percent by ATS and 50 percent by the CLIENT. This requirement
to seek mediation shall be a condition required before filing an action at law or in equity.
However, prior to or during the negotiations or the mediation either party may initiate litigation
that would otherwise be barred by a statute of limitations, and ATS may pursue any property
liens or other rights it may have to obtain security for the payment of its invoices.
XIV. MISCELLANEOUS
(a) This Agreement constitutes the entire agreement between the parties hereto and
supersedes any oral or written representations, understandings, proposals, or
communications heretofore entered into by or on account of the parties and may not
be changed, modified, or amended except in writing signed by the parties hereto. In
the event of any conflict between this contract document and any of the exhibits
hereto, the terms and provisions of this contract document shall control. In the event
of any conflict among the exhibits, the exhibit of the latest date shall control.
AECOM
(b) This Agreement shall be governed 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 CITY OF WATERLOO
By: Z C1/64, Viiitt
Printed Name:
Title:
APPROVED FOR AECOM
B -M,/
Y:
Quentin Hart Printed Name: Douglas W. Schindel, P.E
Mayor
Date:
Title: Associate Vice President
Date: June 5, 2019
CITY OF WATERLOO
SANITARY SEWER SYSTEM IMPROVEMENTS
F.Y. 2019 CATTLE CONGRESS SANITARY SEWER FORCE MAIN REPAIR
EXHIBIT A
A. PROJECT DESCRIPTION
The project consists of preparing plans, specifications and contract documents for both the
permanent force main repair and emergency bypass projects for the Cattle Congress
sanitary sewer force main in the City of Waterloo. The emergency project will include the
temporary bypass pumping, piping and structures required to eliminate the sanitary sewer
leaking caused by the break in force main. The permanent force main repair project will
include the replacement of the existing force main on a new alignment and repairs
necessary to the existing levee.
ATS will provide engineering assistance to the City for acquisition of applicable permits and
coordination with both the US Army Corps of Engineers and Iowa Department of Natural
Resources (Iowa DNR).
B. SCOPE OF SERVICES
The Scope of Services to be performed shall be completed in accordance with generally
accepted standards of practice. ATS will utilize the Statewide Urban Design and
Specifications (SUDAS) and engineer -provided technical specifications for this project,
along with any applicable standards and technical modifications by the Waste Management
Services Department (WMSD). The Scope of Services is further defined by the following
tasks:
Phase I — Design and Bidding Phase Services
Task 1 - Topographical Survey. This task includes field surveys, property surveys and utility
calls to complete the design of the project.
Task 2 - Base Mapping. This task includes development of a base map file in MicroStation
format for use in the development of the project.
Task 3 - Existing Utility Review. The review of existing utilities in the area will include
above -ground utility lines and underground utilities based on field locates and maps
supplied by the utility companies in the corridor. Locations of potential conflict with the
proposed force main will be noted.
Task 4 - Review Hydraulic Model. ATS will review the sanitary sewer system hydraulic
model and estimated wastewater flows for the proposed new force main and emergency
bypass piping.
Task 5 - Prepare Preliminary Plans. The preliminary plans will be depicted on the base strip
maps to indicate existing site features, known utilities, existing and proposed force main,
proposed temporary bypass location and existing ground contours. This project will need to
be coordinated with the continuous operation of the existing pumping station and force main
until switch -over to the new force main is accomplished. Temporary diversion of wastewater
from the lift station will be required during bypass connection and during some periods of
construction.
Task 6 - Preliminary Cost Estimates. Preliminary cost estimates will be developed for the
preliminary designs of the force main.
Task 7 - Plan and Profile Sheets. Preliminary plan and profile sheets will be prepared for
the proposed force main.
Task 8 - Storm Water Pollution Prevention Plan. Preparation of a Storm Water Pollution
Prevention Plan (SWPPP) (EC Sheets) will be included in the final plans.
Task 9 - Final Plans and Specifications - Emergency Bypass. Final plans and specifications
will be developed incorporating comments received by City. Plans will include general
notes, force main bypass plan and profile sheets, and details as necessary. Specifications
will include contract documents incorporating requirements from City. SUDAS
specifications will be referenced, along with engineer -provided technical specifications.
Task 10 - Final Plans and Specifications - Force Main Repair. Final plans and
specifications will be developed incorporating comments received by City. Plans will include
cover sheet, general notes, force main plan and profile sheets, and details as necessary.
Specifications will include contract documents incorporating requirements from City.
SUDAS specifications will be referenced, along with engineer -provided technical
specifications.
Task 11 - Engineer's Opinion of Probable Cost. An Engineer's Opinion of Probable Cost will
be developed for both the emergency bypass and permanent force main repair project.
Task 12 - Agency Coordination. This task includes ongoing coordination with Iowa DNR,
US Army Corps of Engineers and other regulatory agencies. ATS will prepare necessary
floodplain permit, construction permit schedules and General Permit No. 2, if required, to be
submitted to Iowa DNR. ATS will prepare necessary 404 and 408 permits to be submitted
to US Army Corps of Engineers.
Task 13 - Project Management Team (PMT) Meetings. This task includes preparation for
and attendance at PMT Meetings throughout the duration of the project. A total of four (4)
PMT meetings are included in this scope.
Task 14 - Prosect Administration. This task includes in-house project management and
administrative tasks, including intra -office meetings, subconsultant coordination, filing and
other in-house administrative tasks.
Task 15 - Preparation and Distribution of Contract Documents. Prepare contract
documents for distribution to potential bidders for the permanent force main repair project.
Task 16 - Respond to Bidders Questions. Respond to questions that bidders may have
regarding the project. Prepare addenda as needed for project.
Task 17 - Bidding Assistance. Attend bid opening, secure contracts, bonds and certificates
of insurance, review bids, prepare bid tabulation and make recommendation to City for both
the emergency bypass and permanent force main repair project.
Phase 11 - Construction -Related Services
Task 18. Conduct a preconstruction conference attended by representatives of the
Contractor, Client, Consultant and affected utilities.
Task 19. Provide construction staking for horizontal and vertical controls for the project as
follows:
a. Set Project Control
b. Set Stakes for Silt Fence
c. Grading (GPS)
d. Set Stakes for Sanitary Sewer
e. Set Stakes for Trail Paving
Task 20. Review shop drawings and other submittals as required of the Contractor by the
contract documents for conformance with the design concept of the project and compliance
with the information given in the contract documents.
Task 21. Answer design interpretation questions from the Client, Contractor, review staff
and appropriate agencies.
Task 22. Prepare bi-weekly applications for payment based on information provided by field
review staff and Contractor and forward to the Client for execution with recommendation for
approval and payment.
Task 23. Perform construction site visits by design personnel at appropriate stages of
construction to review the quality of the work and to determine whether the work conforms
to the contract documents.
Task 24. Prepare and assist the Client and Contractor in processing contract change
orders.
Task 25. Provide periodic field observation during construction to review the work of the
Contractor to determine if the work is proceeding in general accordance with the contract
documents and that completed work appears to conform to the contract documents.
Staffing requirements may be adjusted during the project in relation to the level of
construction activity.
Task 26. Provide weekly SWPPP reviews along with City of Waterloo and contractor
personnel, as required by Iowa DNR and City of Waterloo.
Task 27. Report to the Client any work believed to be unsatisfactory, faulty or defective or
does not conform to the contract documents, and advise the Client of any work that should
be corrected or rejected.
Task 28. Consider and evaluate Contractor's suggestions for modifications and report them
with recommendations to the Client.
Task 29. Facilitate weekly construction progress meetings of project and complete minutes
for each meeting.
Task 30. Participate in a review of the project with the Client and review staff near project
completion and prepare a list of items to be completed or corrected.
Task 31. Participate in a field observation of the completed project with the Client and
review staff before a final application for payment is processed for the Contractor.
Task 32. Maintain files for correspondence, reports of the job conferences, shop drawings
and sample submissions, reproductions of original contract documents including addenda,
change orders, field modifications, additional drawings issued subsequent to the execution
of the contract, Engineer clarifications and interpretations of the contract documents,
progress reports and other project -related documents.
Task 33. Provide the Client with a copy of revised drawings of the construction plans
(record drawings) for the project based on the construction observation records of the field
review staff and the Contractor showing those changes made during construction
considered significant.
Task 34. Prepare and assist the Client with the final close-out documentation received from
the Contractor. Close-out documents will be delivered in electronic format to the Client and
include the following: Shop Drawings, Materials Certifications, Pay Estimates, Change
Orders, Daily Inspection Reports, Pay Quantity Summary and Record Drawings.
O:\Administration\AGREE\PROF\Wat FY19 Cattle Congress SS Force Main Repair.doc