HomeMy WebLinkAboutAECOM-2/8/2016AXOM
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo, Iowa 50103
vtaecomcom
WATERLOO CENTER FOR THE ARTS/
SINGLESPEED - STREET AND PARKING IMPROVEMENTS SURVEY
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 reterred to as "ATS" and City of Waterlao,
Iowa, hereinafter reterred to as 'CLIENT."
IN CONSIDERATION of the covenants hereinatter set torth, the partles hereto mutually agree as
loliows:
SCOPE OF SERVICES
ATS shall perform prolessional Services (the 'Services") in connection with CLIENT's faciliUes
in accordance with the Scope 01 Services set forth in Exhibit A attached hereto.
ATS'S RESPONSIBILITIES
ATS shall, subject to the terms and provisions of this Agreement:
(a) Appoint one or more individuals who shail be authorized to act on behalf oI ATS and
with whom CLIENT n-iay 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 aII reasonable eflorts to complete the Services within the time period mutually
agreed upon, except for reasons beyond its control.
(c) Perform the Services in accordance with generaily accepted professional engineering
standards in existence at the time 01 pertormance ol the Services. If during the two
year period lollowing the completion 01 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 Iocal 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
irnplied and the parties' rights, Iiabilities, responsibilities and remedies with respect to
the quality of Services, including claims alieging negligence, breach of warranty and
breach ot contract, shall be exclusively those set forth herein.
(d) ATS shall, 1 requested in writing by CLIENT, for the protection 01 CLIENT, require
1 rom aII 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 Iiability with respect to such equipment, and materials
obtained from vendors or services from subcontractors, shall be Iimited to procuring
guarantees 1 rom 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 Iimited to,
costs of labor, material, equipment or services furnished by others or over competitive
bidding, marketing or negotiating conditions, or construction contractors' methods 01
determining their prices. Accordingly, it is acknowledged and understood that any
estimates, projections or opinions of probable projeot costs provided herein by ATS
are estimates only, made on the basis of ATS's experience and represent ATS's
reasonable judgment as a qualitied 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 1 may have against
ATS as a result of any such variance.
111. CLIENT'S RESPONSIBILITIES
CLIENT shall at such times as rnay be required tor the successtul and expeditious completion
ot the Services;
(a) Provide all criteria and intormation as to CLIENT's requirements; obtain alI necessary
approvals and permits required from aII governmental authorities having jurisdiction
over the project; and designate a person with authority to act on CLIENT's behalt on
aII 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 intormation, data and the results of
such other servioes in performing ts Services hereunder.
IV. INDEMNIFICATION
ATS agrees to indemnify and hold harmless CLIENT from and against any and aII suits,
actions, damages, Ioss, Iiability or costs (inoluding, without limitation, reasonable attorneys'
tees directly related thereto) for bodily injury or death of any person or damage to third party
property 11 and to the extent arising from the negligent errors or omissions or willful misconduct
ot ATS during the performance of the Services hereunder.
V. INSURANCE
Commenoing 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 tollows:
(a) Workers Compensation and/or aII other SociaI Insurance in accordance with the
statutory requirements 01 the state having jurisdiction over ATS's employees who are
engaged in the Services, with Employer's Liability not Iess than One Hundred
Thousand Dollars ($1 00,000) each accident;
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(b) Commercial General Bodily Injury and Property Damage Liability and Automobile
Iiability insurance including (owned, non -owned, or hired), each in a combined single
limit of One MUhion Dollars ($1 000,000) each occurrence for bodily injury and property
damage Ilability. 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 Iimits
speoified herein.
(c) Professional Liability Insurance with Iimits ot $1 000,000 per claim and in the
aggregate covering ATS against aII sums which ATS niay become legaily obligated to
pay on account of any professional Iiability arising out of the pertormance 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 for the services is a not to exceed fee ot Twenty Thousand Dollars
($20,000.00)
ATS may bilI the CLIENT monthly for services completed at the time of billing. CLIENT
agrees to pay ATS the tull amount of such invoice within thirty (30) days atter receipt thereot.
In the event CLIENT disputes any invoice item, CLIENT shall give ATS written notioe of such
disputed item within ten (10) days alter receipt ot invoice and shall pay to ATS the undisputed
portion ot the invoice according to the provisions hereot. CLIENT agrees to abide by any
applicable statutory prompt pay provisions currently in effect.
VIl. 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-rnonetary default, commenced reasonable actions to eure such failure. In
either case, ATS wilI be paid tor all expenses incurred and Services rendered to the date of the
termination in accordance with compensation terms of Article VI.
VIlI. 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
tor Services rendered. CLIENT shall have the right to use such instruments ot service
solely for the purpose of the construction, operation and maintenance ot the Facilities.
Any other use or reuse ot original or altered tiles shall be at CLIENT's sole risk
without Iiability or legal exposure to ATS and CLIENT agrees to release, detend and
hold ATS harmless 1 rom and against all claims or suits asserted against ATS in the
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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 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 inoluding 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 Iiable 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
Iiability for any and aII pre-existing contamination shall at alI 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 Iiability arises from ATS's sole negligence or willful misconduct.
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CLIENT shall, at CLIENT's sole expense and risk, arrange for handllng, storage,
transportation, treatment and delivery tor disposal 01 pre-existing contamination. CLIENT shall
be solely responsible tor obtaining a disposal site tor such material. CLIENT shall look to the
disposal tacility and/or transporter tor any responsibility or Ilability arising from improper
disposal or transportation 01 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 torms relating to regulated activities including, but not Iimited to
generation, storage, handling, treatment, transportation, or disposal ol pre-existing
contamination. In the event that ATS executes or completes any governmentally required
forms relating to regulated activities including but not Iimited 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 Iocations, and provide
ATS with alI necessary information regarding the presence of underground hazards, utilities,
structures and conditions at the site.
XII. LIMITATION OF LIABILITY
CLIENT agrees that ATS's Iiability tor the act, error or ornission in its performance ot services
under this Agreement shall in no event exceed the amount ot 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 Iegal exposure tor the risks associated with this project.
XIII. DISPUTE RESOLUTION
11 a dispute arises out ot, or relates to, the breach of this Agreement and 1 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 ot the dispute desired to be mediated. 11 the parties are unable
to resolve their ditferences within 10 days ot the receipt ot such notice, such dispute shall be
submifted tor mediation in accordance with the procedures and rules of the American
Arbitration Association (or any successor organization) then in eftect. 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
rnediator shall be shared 50 percent by ATS and 50 percent by the CLIENT. This requirement
to seek mediation shall be a condition required betore filing an action at Iaw or in equity.
However, prior to or during the negotiations or the mediation either party may initiate Iitigation
that would otherwise be barred by a statute ot Iimitations, and ATS may pursue any property
Iiens or other rights it may have to obtain security for the payment of its invoices.
XIV. MISCELLANEOIJS
(a) This Agreement constitutes the entire agreement between the parties hereto and
supersedes any oral or written representations, understandings, proposals, or
communications heretotore entered into by or on account ot the parties and may not
be changed, moditied, or amended except in writing signed by the parties hereto. In
the event 01 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
af any contlict among the exhibits, the exhibit ot the Iatest 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 TECHNICAL SE VICES, INC.
By: atu—By:
Printed Name: Quentin Hart Printed Name: Douglas W. Schindel
Title: Associate Vice President
Date: 4- 9-/(.o Date: February 8. 2016
WATERLOO CENTER FOR THE ARTS/
SINGLESPEED - STREET AND PARKING IMPROVEMENTS SIJRVEY
CITY OF WATERLOO, IOWA
EXHIBIT A
A. PROJECT DESCRIPTION
The project ncludes site improvements to the Waterloo Center for the Arts parking lot and
entrance Iocations, reconstruction of 2 Street and 3 Street between Commercial Street and
Cedar Street, reconstruction ot Cedar Street between 2' Street and 3rd Street, as well as
sidewaik improvements along the reconstructed streets and adjacent site improvements at the
proposed Singlespeed Brewery in downtown Waterloo. Project includes extending the
streetscape elements of the Riverloop Expo along 3 Street to the intersection with Commercial
Street, estab!ishing an enhanced area around the proposed building site, to provide additional and
improved parking facilities for the Center tor the Arts and to establish improved drop-off areas and
sidewaik access to the Waterloo Center for the Arts.
B. SCOPE OF SERVICES
The Scope of Services will encompass and include detaiied work, materials, equipment,
personnel and supplies necessary to provide design survey and base mapping services for this
project. The Scope 01 Service is further defined as toliows:
Task 1 - Data Collection and Propertv Owner Contacts
a. Courthouse research to obtain property owners and right-ot-way information.
b. Contact property owners.
Task 2 - Utilitv Intormation (Iowa One-CaII)
a. Utility meet.
b. Locate existing utilities and identify owners.
Task 3 - Set Project Control
Task 4 - Topoqraphical Survev
a. Locate existing teatures and obtain topographical intormation for the project Iimits
described above.
Task 5 - Base Mappinq
a. Create a base map in MicroStation tormat and Geopak gpk file suitable for design.
O:\Administration\AGREE\PHOF\Wat Singlespeed Survoy.doc