HomeMy WebLinkAboutAECOM-3/7/2016 (2) E. 5th St Parking Ramp Phase I Repairs£COM
AECOM 319-232-6531 tel
501 Sycarnore Street 319-232-0271 tex
Sulte 222
Wateiloo, Iowa 50703
www.aecom.com
EAST 5TH STREET PARKING RAMP PKASE 1 REPAIRS
CITV 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 Waterloo,
Iowa, hereinafter referred to as "CLIENT."
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as
follows:
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 instructions,
requests, and decisions will be binding upon ATS as to all matters pertaining to this
Agreement and the performance 01 the parties hereunder.
(b) Use ali reasonable efforts to complete the SeMces within the time period mutually
agreed upon, except tor reasons beyorid its control.
(c) Perform the Services in accordance with generally accepted professional engineering
standards in existence at the time of performance of the Services. It during the Iwo
year period foliowing the completion 01 Services, it 16 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
materia!s, 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, Iiabilities, responsibilities and remedies with respect to
the quality of Services, including claims alleging negligence, breach 01 warranty and
breach of contract, shall be exclusively those set forth herein.
(d) ATS shall, 11 requested in writing by CLIENT, for the protection of CLIENT, require
from alI vendors and subcontractors from which ATS procures equipment, materials
or services for the project, guarantees with respect to such equipment, materials and
seMcs. 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 seivices from subcontractors, shall be Iimited to procuring
guarantees from such vendors or subcontractors and rendering aII 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
af time. ATS does not have control over any such costs, including, but not Iimited to,
costs ot labor, material, equipment or setvices turnished by others or over competitive
biddirig, marketing or negotiating conditions, or construction contractors' methods ot
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 professic'nal. ATS does not guaranty that
proposals, bids or actual project costs wilI 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 01 any such variance.
111. 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 1 ram 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 pertorming 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 Iimitation, 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 pertormanoe of the Services hereunder.
V. INSURANCE
Commencing with the performance of the Services, and continuing until the earlier ot
acceptance of the Services ar termination 01 this Agreement, ATS shall maintain standard
insurance policies as follows:
(a) Workers' Compensation and/or aII other Social Insurance in accordance with the
statutory requirements of the state having jurisdiction over ATS's employees who are
engaged in the Servioes, with Employers Liability not Iess than One Hundred
Thousand Dollars ($1 00000) each accident;
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(b) Corrimercial General Bodily !njuiy and Property Damage Liability and Automobile
Ilability insurance inoluding (owned, nori-owned, or hired), each in a combined single
limit ot One Million Dollars ($1 ,000,000) each occurrence tor bodily injury and property
damage Iiability. This polioy inoludes Contractual Liability coverage. ATS agrees to
name CLIENT as Additional Insured on this policy, but only to the extent of ATSs
negligence under tF,is Agreement and only to the extent ot the insurance Iimits
speoitied herein.
(c) Protessional Liability Insurance with Iimits ot $1 000000 per claim and in the
aggregate covering ATS against all surns whioh ATS may become legaily obligated to
pay on aocount ot any professional hability arising out of the pertormance of this
Agreement.
ATS agrees to provide CLIENT with certificates ot 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 canoellation, material change, or non-
renewal per standard ISO Acord Form wording and the polioy provisions.
VI. COMPENSATION AND TERMS OF PAYMENT
Compensation tor the services shall be on an hourly basis in accordance with the hourly
fees and other direct expenses in etfeot at the time the services are performed. Total
compensation for the services is a not -to -exceed tee of Forty -Four Thousand Five Hundred
Dollars ($44,500.00).
ATS may bill the CLIENT monthly for services completed at the time of billing. CLIENT
agrees to pay ATS the tull amount of such invoioe within thirty (30) days atter 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 aocording to the provisions hereof. CLIENT agrees to abide by any
applicable statutoiy prompt pay provisions currently in etfect.
Vil. TERMINATION
CLIENT may, with or without oause, 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 tourteen (14) days written notice in the event ot
substantial tailure 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 tailure, or, in
the event ot a non -monetary default, commenced reasonable actions to cure such tailure. In
either case, ATS will be paid for all expenses incurred and Services rendered to the date ot the
termination in acoordance with compensation terms ot Article VI.
VIII. OWNERSHIP OF DOCUMENTS
(a) Sealed original drawings, specifications, tinal project specifio calculations and other
instruments 01 service which ATS prepares and delivers to CLIENT pursuant to this
Agreement shall become the property ot CLIENT when ATS has been oompensated
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 files shall be at CLIENT's sole risk
without Iiability or legal exposure to ATS and CLIENT agrees to release, detend and
hold ATS harmless trom and against all claims or suits asserted against ATS in the
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event such documents are used tor a purpose different than originafly 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 projeots 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
ditferent 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. MEAWS 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 pertormed by CLIENT's construction contractors.
Nor shall ATS be responsible for the supervision of CLIENTS construction
contractors, subcontractors or of any ot 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
cariy 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 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 alI Iiability 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 sale expense and risk, arrange tor handling, storage,
transportation, treatment and delivery for disposal of 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 for any responsibility or Iiability arising from improper
disposal or transportation ot 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 contarnination. CLIENT shall complete and execute
any governmentally required forms relating to regulated activities including, but not Iimited to
generation, storage, handling, treatment, transportation, ar disposal of pre-existing
contamination. In the event that ATS executes or completes any governmentally required
torms 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 all necessary information regarding the presence ot underground hazards, utilities,
structures and conditions at the site.
XII. LIMITATION OF LIABILITY
CLIENT agrees that ATS's Iiability tor the act, error or omission in its performance of 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, ofticers, or
directors to any personal legal exposure tor the risks associated with this project.
XIII. DISPUTE RESOLUTION
If a dispute arises out of, or relates to, the breach ot 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 ot the dispute desired to be mediated. If the parties are unable
to resolve their differences within 10 days ot the receipt ot 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 it 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 Iaw 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 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. 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 contlict between this contract document and any ot the exhibits
hereto, the terms and provisions of this contract document shall control. In the event
ot any conflict 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 SERVICES, INC.
By: By: !
Printed Name: Quentin Hart Printed Name: Douglas W. Schindel
Title: Associate Vice President
Date: 3 I7 /I
(, Date: March 3. 2016
EAST 5TH STREET PARKING RAMP PHASE 1 REPAIRS
CITY OF WATERLOO, IOWA
EXHIBIT A
A. PROJECT DESCRIPTION
The project consists of Priority One repairs tor the East 5m Street Parking Ramp identified in the
East and West 5h Streets Parking Ramp Fiepairs Summary Report dated December 2012. These
elements inelude repairs to the ramp side beams, delaminated ramp surfaces, expansion joint
repairs and ramp topping. Additional ramp repairs may include parking deck rehabilitation to
account for a total budgeted project cost ot approximately $400,000.00.
8. SCOPE OF SERVICES
The Scope ot Services tor Phase 1 Design Services will encompass and include detailed work,
services, materials, equipmerit, personnel and supplies necessary to provide data collection, tield
review, final plan development and project administration. The Scope ot Services tor Phase 1
Design Services is further detiried as toliows:
Phase 1- Desiqn Services
Data Collection and Base Mapping
Tasks 1 - 3. These tasks include data collection, tield reviews and base mapping development for
the East 5th Street Parking Ramp which will be used as the basis for the design. Field reviews will
be completed with City statt to further establish a priority for the improvements. The tollowing
identifies tasks leading to the completion ot the data collection required for the project.
Task 1 - Data Collection
Task 2 - Field Review
Task 3 - PIan Base Mappinq Development
Final Plan Development
Tasks 4 - 16. These tasks include developing tinal plans and specitications tor the designated
Priority One repairs for the East &h Street Parking Ramp as identified in the East and West 5th
Street Parking Ramp Repairs Summary Report dated December 2012, in addition to a portion of
the parking deck rehabilitation indicated in the report. These tasks wifl include work necessary to
complete the pians and specitications for the identified repairs. Included in these tasks will be the
typical cross-sections, tabulations and quantities, tinal plan view sheets, structural details, Iayout
sheets, traffic control sheets, construction cost estimate and technical specifications. These tasks
will include work necessary to complete the tinal design, project plans and specifications, and the
printing of the documents for a City ot Waterloo letting. The tollowing specific tasks lead to the
completion ot the final plans for the identitied East 5th Street Parking Ramp repairs.
Task 4 - Title and Lecjend Sheets
Task 5 - Tvical Sections and Detaiis
Task 6 - Bid Items and General Notes
a. Bid Item and Quantity Listing
b. Estimate Reference Intormation
c. General Notes
Task 7 - Tabulations and Quantities
Task 8 - Plan Sheets
Task 9 - Lavout Sheets
Task 10 - Traffic Control Sheets
Task 11 - Structural Details
Task 12 - Qualitv Control Review
Task 13 - Construction Cost Estimate
Task 14 - Specifications
Task 15 - Printincj and Submittals
Task 16 - Field Review
Project Administration and Meetings
Tasks 17 - 19. These tasks include project administration, coordination, and meetings throughout
the project development. These tasks also include pre-Ietting activities and general project
administration. The foliowing identities tasks leading to the completion of project administration,
meetings and coordination during the design phase 01 the project.
Task 17 - Project Meetincis
Task 18 - Pre-Lettincj Activities
Task 19 - Project Administration
Phase 11- Construction -Related Services
The scope of construction -related services will be determined at the time the services are needed
and defined under a tuture amendment to this Agreement. Construction -related services include
construction staking on-site field review, materials testing and contract administration during
construction.
O:dministratiorAAGREE\PR0F\Wat E 5th Str Parking Ramp Repairs Ph .doc