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HomeMy WebLinkAboutAECOM-2/1/2016 (2)AXOM AECOM 319-232-6531 tel 501 Sycamore Street 319-232-0271 fax Sufte 222 Waterloo, Iowa 50703 'WAVaecom.com FY 2016 SATELLITE RAW WASTEWATER WET WELL REHABILITATION WATER POLLUTION CONTROL FACILITV CITY OF WATERLOO, IOWA CONTRACT NO. 907 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 Waterloo, lowa, hereinatter reterred to as "CLIENT." IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as foliows: 1. 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. 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 nstructions, requests, and decisions will be binding upon ATS as to all matters pertaining to this Agreement and the pertormance 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 ATSs 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 conipetitive 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, Iiabilities, 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 tor the project, guarantees with respect to such equipment, materials and services. All such guarantees shall be made available to CLIENT to the fulI extent of the terms thereot. ATS's Iiability with respect to such equipment, and materials obtained from vendors or services from subcontractors, shall be Iimited to procuring guarantees from such vendors or subcontractors and rendering all reasonable assistance to CLIENT for the purpose of enforcing the same. AXOM Page 2 (e) ATS will be providing estimates of costs to the CLIENT covering an extended period ot time. ATS does not have control over any such costs, including, but not Iimited to, costs of labor, material, equipment or services turnished 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 ot ATS's experience and represent ATS's reasonable judgment as a qualified professional. ATS does not guaranty that proposals, bids or actual projeot 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. 111. CLIENT'S RESPONSIBILITIES CLIENT shall at such times as may be required tor the sucoesstul and expeditious completion ot the Services; (a) Provide all criteria and information as to CLIENT'S requirements; obtain aII necessary approvals and permits required trom 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 tor the project. ATS shall be entitled to rely upon all such information, data and the results of suc,h other services in performing its Services hereunder. IV. INDEMNIFICATION ATS agrees to indemnify and hold harmless CLIENT 1 rom and against any and all suits, actions, damages, Ioss, Iiability or costs (including, without limitation, reasonable attorneys' fees directly related thereto) for bodily injury or death ot any person or damage to third party property if and to the extent arising from the negligent errors or omissions or wilitul misconduct of ATS during the performance ot the Services hereunder. V. INSIJRANCE Commencing with the pertormance ot the Services, and continuing until the earlier of acceptance of the Services or termination 01 this Agreement, ATS shall maintain standard insurance policies as follows: (a) Workers Compensation and/or. all other Social Insurance in accordance with the statutory requirernents 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; AXOM Page 3 (b) Commerciai General Bodily Injury and Property Damage Liability and Automobile Iiability insurance including (owned, non -owned, or hired), each in a combined single limit ot One Mililon Dollars ($1 000,000) each occurrence tor bodily injury and property damage Iiability. 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 ot the insurance Iimits specitied herein. (0) Professional Liability Insurance with Iimits of $1 ,000,000 per claim and in the aggregate covering ATS against all sums which ATS may become Iegally obligated to pay on account ot any professional Iiability 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 ot Services hereunder and annually thereatter if required. ATS shall provide prompt notice to the CLIENT in the event ot cancellation, material change, or non- renewal per standard ISO Acord Form wording and the policy provisions. VI. COMPENSATION AND TERMS OF PAYMENT Compensation tor the services shall be on an hourly basis in accordance with the hourly tees and other direct expenses in etfect at the time the services are performed. Total compensation for the services is a not to exceed fee ot Twenty -Five Thousand Seven Hundred Doltars ($25,700.00) ATS may bilil the CLIENT monthly for services completed at the time ot billing. CLIENT agrees to pay ATS the fuJI amount ot 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 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 tourteen (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 ot substantial failure by the other party to pertorni in accordance with the terms hereof through no tault of the terrninating party, providing such detaulting party has not cured such failure, or, in the event of a non -monetary default, commenced reasonable actions to cure suoh failure. In either case, ATS will be paid tor aII expenses incurred and Services rendered to the date of the termination in aocordance with compensation terms ot Article VI. VIlI. OWNERSHIP OF DOCIJMENTS (a) Sealed original drawings, specifications, final project specitic calculations and other instruments of service which ATS prepares and delivers to CLIENT pursuant to this Agreement shail beoome the property of CLIENT when ATS has been compensated tor 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 ot original or altered tiles shall be at CLIENT's sole risk without Iiability or legal exposure to ATS and CLIENT agrees to release, defend and hold ATS harmless from and against aII claims or suits asserted against ATS in the ACOM Page 4 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 projeots or work for itselt 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 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. Xl. PRE-EXISTING CONDITIONS Anything herein to the contrary notwithstanding, title to, ownership of, legal responsibility and Iiability 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 Iiability 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. CCOM Page 5 CLIENT shall, at CLIENT's sole expense and risk, arrange for handling, storage, transportation, treatment and delivery for disposal ot pre-existing contamination. CLIENT shall be solely responsible for obtaining a disposal site for such material. CLIENT shall look to the disposal facility and/or transporter for any responsibility or Iiability 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 Iimited to generation, storage, handling, treatment, transportation, or disposal of pre-existing contamination. In the event that ATS executes or cornpletes any governmentally required torrns relating to regulated activities including but not Iimited to storage, generation, treatnient, transportation, handling or disposal of hazardous or toxic materials, ATS shall be and be deemed to have acted as CLIENT's agent. For ATSS 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 aII 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 for the act, error or omission in ts 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 11 a dispute arises out of, or relates to, the breach of this Agreement and if the dispute cannot be seftled 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 tor mediation in accordance with the procedures and rules ot the American Arbitration Association (or any successor organization) then in effect. The deadline for submitting the dispute to mediation can be changed 1 the parties mutually agree in writing to extend the time between receipt 01 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 Iaw or in equity. 1-lowever, prior to or during the negotiations or the mediation either party may initiate litigation that would otherwise be barred by a statute of Iimitations, and ATS may pursue any property Iiens 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 Iatest date shall control. /'1XOM Page 6 (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 SERVICES, INC. By: By: Printed Name: Quentin Hart Printed Name: Douglas W. Schindel Title: Mayor Title: Associate Vice President Date: -1-/) // to Date: January 26. 2016 FY 2016 SATELLITE RAW WASTEWATER WET WELL REHABILITATION WATER POLLUTION CONTROL FACILITV CITY OF WATERLOO, IOWA CONTRACT NO. 907 EXHIBIT A A. PROJECT DESCRIPTION The project consists af design and bidding services for the rehabilitation of the existing Satellite Raw Wastewater Wet Well at the Water Pollution Control Facility (WPCF). The wet well was constructed nearly 20 years ago and has been in continuous operation since. The wet well contains three pumps that discharge to the plant via 16 -inch ductile irori piping. The interior dimensions of the wet well are approximately 26' long x 17' wide x 35' deep. Due to the corrosive nature of the wastewater, the wet well and the majority of the components within it have been severely corroded. The coating applied on the concrete wall is peeling off and the ductile iron pipe shows signs of severe corrosion, with one discharge line so deteriorated that the pump on the line can no onger be used. Other components within the wet wefl, such as the influent control gate and the pump retrieval system, are also corroded. The project will detail means for the rehabilitation of the interior ot the wet well. This will include repairing and recoating the concrete surfaces, replacing the existing ductile iron discharge piping with new piping, instailation of new pump removal systems, replacement of existing influent control gate with a new slide gate and replacement of other items in the wet well that are tound to be corroded and not in good workirtg condition. B. SCOPE OF SERVICES The Scope ot Services will encompass and include detailed work, materials, equipment, personnel and supplies necessary to provide design and bidding services for this project. The Scope of Service is further defined as toliows: Design Services Task 1 - Kickoff Meetinq. Conduct a project kickoff meeting with WPCF staff to review project scope of services, objectives and goals. Task 2 - Development of Construction Plans and Proiect Manual. Prepare draft contract documents, including drawings and project manual, necessary to receive competitive bids to corrntruct the proposed rehabilitation. Plans will include removal sheets and sheets detailing replacement ot various components of the wet well. Specitications will include specifications for the removal methods and specifications for the materials that are to be installed as replacement for the corroded materials. Plans and specifications will also include a plan tor bypassing the flow while the work is being pertormed. Task 3 - Estimate of Probable Costs. Prepare an estimate ot probable costs based on the contract documents. Task 4 - WPCF Fleview ot Contract Documents. Submit contract documents for review by WPCF staff. Make appropriate changes tor tinal contract documents. Task 5 - Complete Final Contract Documents. Finalize contract documents for bidding. Bidding Services Task 6 - Preparation and Distrlbution of Contract Documents. Prepare electronic contract document sets tor distribution to plan house and potential bidders. Prepare tive sets of paper copies ot contraot documents for WPCF staff. Task 7 - Respond to Bidders Questions. Respond to questions that bidders may have regarding the project. Prepare addenda as needed for project. Task 8 - Attend Bid Oreninq. Attend bid opening, review bids, prepare bid tabulation and make recommendation to the City. Project Administration and Meetings Task 9 - Project Administration and Meetinos. This task ineludes project administration, coordination, and meetings throughout the project. Two meetings with the WPCF staff specitic to this project are inciuded. Construction -Related Services The scope ot construction -related services will be completed at the time the services are needed and defined under a tuture amendment to this agreement. Construction -related services include on-site tield review, materials testing, and contract administration during constructiori. O:\Mministration\AGREE\PROF\Wat Sateflhte Raw WW Wet Well Rehab.doc