HomeMy WebLinkAboutAECOM - Professional Svcs Agmnt Wetland Mitigation - 9/23/2019AECOM
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
CITY OF WATERLOO
MARTIN LUTHER KING JR. DRIVE/NORTHEAST INDUSTRIAL PARK
WETLAND MITIGATION
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:
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 One Hundred Nine Thousand Five Hundred Dollars
($109,500.00).
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.
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(b) This Agreement shall be governed 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.
APPROVED FOR CITY OF WATERLOO APPROVED FOR AECOM
By:
Printed Name:
Title:
Bv:
Quentin Hart Printed Name: Douglas W. Schindel, P.E
Mayor
Date:
Title:
Date:
Associate Vice President
September 18, 2019
CITY OF WATERLOO, IOWA
MARTIN LUTHER KING JR. DRIVE/NORTHEAST INDUSTRIAL PARK
WETLAND MITIGATION
EXHIBIT A
A. PROJECT DESCRIPTION
The project consists of preparing mitigation concept, plans, specifications and contract
documents for preliminary and final design for the wetland mitigation at the site identified by
the US Army Corps of Engineers as Wetlands 2, 4, 8 and A in the City of Waterloo. The
approximate sizes of the wetlands are as follows: Wetland 2 - 2.87 acres, Wetland 4 - 2.73
acres of fen and 2.99 acres of upland buffer, Wetland 8 - 0.84 acre, and Wetland A - 5.14
acres.
ATS will provide engineering assistance to the CLIENT for preparation 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 for Phase 1 Design 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. The Scope of Services will encompass and include detailed work, services,
materials, equipment, personnel and supplies necessary to provide wetland mitigation,
subsurface exploration and final design and bidding services for the project defined above.
The Scope of Services is further defined as follows:
Wetland Mitigation Site
Tasks 1 - 3. Wetland Mitigation Services. These tasks will be provided by Stantec
Consulting Services, Inc., and relate to the additional wetland services that are needed for a
submittal to the Corps of Engineers as part of a Section 404 Permit application. The Scope
of Services provided by Stantec is further defined by the following tasks:
Task 1 - Wetland Mitigation Concept. The project wetland scientist will review available US
Army Corps of Engineers information sent to the CLIENT, aerial photographs, ground level
survey, hydrologic data, soil survey information and previous wetland delineations and use
the information in these sources to assist in development of a concept to mitigate for losses
to the four identified wetlands. The final product will be a wetland mitigation concept
suitable for submission to the US Army Corps of Engineers as part of a Section 404 Permit
application. The concept will include the types, location and acreage of wetlands to be
created or restored, a general layout of the site and a preliminary vegetation planting list.
Task 2 - Wetland Boundary Delineation. This task includes a wetland boundary delineation
for the area at the southwest corner of Martin Luther King Jr. Drive and Bishop Avenue and
the proposed yard waste site. The project wetland scientist will conduct an on-site
determination of wetland boundaries. This work will include a field assessment of surface
hydrology, observations of soil features and a plant community characterization. Wetland
boundaries identified in the field will be mapped using a Global Positioning System (GPS).
The GPS data will be transferred to aerial photography. The presence of any other Water of
the U.S. located within the project corridor will also be determined.
Task 3 - Wetland Delineation Report. A report of the wetland findings will be prepared and
will be suitable for submittal to the Corps of Engineers as part of a Section 404 Permit
application.
Soil Borings and Geotechnical Engineering
Tasks 4 - 5. Soil Borings and Subsurface Exploration Report. These tasks will be
completed by Terracon Consultants and relate to the soil determination needed for
reconstruction of the wetlands. The following tasks are included in this scope:
Task 4 - Soil Borings. Soil borings will be obtained to determine the subsurface condition of
the identified wetland. The number and depth of borings, as well as the number and type of
samples obtained, will be sufficient to complete the geotechnical engineering and
recommendations for the project. It is anticipated that one soil boring will be obtained per
acre of wetland for Wetlands 2, 4, 8 and A. Borings will be completed as follows: Wetland 2
will have three borings, Wetland 4 will have six borings, Wetland 8 will have one boring, and
Wetland A will have five borings.
Task 5 - Subsurface Exploration Report. The subsurface exploration will include the
necessary laboratory testing, classifications and geotechnical analysis required to classify
soil samples in general accordance with the Unified Soil Classification System.
The purpose of this task is to obtain data regarding the subsurface conditions relating to soil
analysis, earthwork and subsurface drainage.
In addition to the soil borings and laboratory testing, the geotechnical engineering and
CADD services under this task will include:
• Computer -Generated Boring Logs
• One Report Summarizing the Information Reviewed and Conditions Encountered
If safety allows, the boreholes will be left open for approximately 1 to 2 days after completion
of drilling so delayed water levels can be observed.
The Client should understand that some settlement of the borehole backfill might occur. No
future maintenance or filling of the holes are included in this scope. This scope is also
based on the field exploration being performed without the need for personal protective
equipment beyond Level D (hard hat, steel -toe boots, and safety glasses). If personal
protective equipment or special borehole sealing procedures become necessary, these
tasks will be added by supplemental agreement.
Excluded from this estimate are geotechnical engineering recommendations, borrow site
selection and borrow design.
Deliverables will consist of a boring layout plan, boring logs and Subsurface Exploration
Report. The final report will be sealed by an Iowa licensed Professional Engineer.
Phase I — Design and Bidding Phase Services
Task 6 - Topographical Survey. This task includes field surveys, property surveys and utility
calls to complete the design of the project.
Task 7 - Base Mapping. This task includes development of a base map file in MicroStation
format for use in the development of the project.
Task 8 - 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 conflicts within the
wetland will be noted.
Task 9 - Review Hydraulic Model. ATS will review the storm water and FEMA flood maps
for the site. Floodway and floodplain boundaries will be reviewed for the proposed project.
Task 10 — Prepare Preliminary Plans. The preliminary plans for the wetland mitigation sites
will be depicted on the base strip maps to indicate existing site features, known utilities,
removals, and existing and proposed ground contours. This project will need to be
coordinated with the CLIENT, adjacent property owners, Iowa DNR and US Army Corps of
Engineers.
Task 11 - Preliminary Cost Estimates. Preliminary cost estimates will be developed for the
preliminary design of each proposed wetland mitigation site.
Task 12- Plan and Profile Sheets. Preliminary plan and profile sheets will be prepared for
the proposed wetland construction, in addition to grading plan sheets.
Task 13 - Storm Water Pollution Prevention Plan. Preparation of a Storm Water Pollution
Prevention Plan (SWPPP) (EC Sheets) will be included in the final plans.
Task 14 - Final Plans and Specifications for Wetland Mitigation Sites. Final plans and
specifications will be developed incorporating comments received by CLIENT and US Army
Corps of Engineers. Plans will include general notes, plan and profile sheets, grading
sheets, quantities, estimate reference notes and details as necessary. Specifications will
include contract documents incorporating requirements from CLIENT and US Army Corps
of Engineers. SUDAS specifications will be referenced, along with engineer -provided
technical specifications.
Task 15 - Engineer's Opinion of Probable Cost. An Engineer's Opinion of Probable Cost will
be developed for the project.
Task 16 - 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 to be submitted
to Iowa DNR.
Task 17 - Project Management Team (PMT) Meetings. This task includes preparation for
and attendance at monthly PMT Meetings throughout the duration of the project. A total of
six PMT meetings are included in this scope.
Task 18 - Project 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 19 - Preparation and Distribution of Contract Documents. Prepare contract
documents for distribution to plan rooms and potential bidders for the wetland mitigation
project.
Task 20 - Respond to Bidders Questions. Respond to questions that bidders may have
regarding the project. Prepare addenda as needed for project.
Task 21 - Bidding Assistance. Attend bid opening, secure contracts, bonds and certificates
of insurance, review bids, prepare bid tabulation and make recommendation to CLIENT for
the wetland mitigation project.
Phase 11 - Construction -Related Services and Wetland Monitoring
The scope of construction -related services and wetland monitoring will be determined 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. Wetland monitoring includes annual
monitoring reports required by the US Army Corps of Engineers.
O: \Administration\AGREE\PROF\WAT MLK Wetland Mitigation.doc