HomeMy WebLinkAboutAECOM - PSA - Anaerobic Lagoon Repair Project - 10.4.2021 �L=Com AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo,Iowa 50703
www.aecom.com
CITY OF WATERLOO, IOWA
WATERLOO WASTE MANAGEMENT SERVICES DEPARTMENT
PHASE I PRELIMINARY ENGINEERING REPORT AND INTERIM REPAIRS
ANAEROBIC LAGOON REPAIR PROJECT
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
�L=Com
Page 2
guarantees from such vendors or subcontractors and rendering all reasonable
assistance to CLIENT for the purpose of enforcing the same.
(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
�L=Com
Page 3
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 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 Forty Thousand Dollars
($140,000.00).
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.
�L=COM
Page 4
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 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.
�L=COM
Page 5
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 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
�L=Com
Page 6
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.
(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
J.
By: By:
Printed Name: Quentin Hart Printed Name: Douglas W. Schindel, P.E
Title: Mayor Title: Associate Vice President
Date: 10/4/2021 Date: September 22, 2021
CITY OF WATERLOO, IOWA
WATERLOO WASTE MANAGEMENT SERVICES DEPARTMENT
PHASE I PRELIMINARY ENGINEERING REPORT AND INTERIM REPAIRS
ANAEROBIC LAGOON REPAIR PROJECT
EXHIBIT A
A. PROJECT DESCRIPTION
The anaerobic lagoon was constructed in the 1990s, and the aging infrastructure is in need
of replacement. On June 11, 2021, the Waterloo Waste Management Services Department
(WMSD) had an incident at the lagoon on Independence Avenue. The incident resulted in
significant damage to the lagoon's control room system and structure. The structure had
windows, air conditioning unit and fire/smoke damage. The lagoon's communication panel,
pump control panel, influent flow meter, SCADA and various computer hardware was
damaged as well.
As part of an early investigation into the source of the incident, the City believes the source
of the methane gas within the control room building was from the blower room and the
associated flame arrestor. Another potential source of methane gas is from the gas
collection system, as the infrastructure is in very poor condition. City staff is currently
manually draining the gas drip which collects the condensation.
The safety of WMSD personnel, closure of the structure before winter, and evaluation of
alternatives and recommendations for long-term solutions for the lagoon's blower room and
gas collection system are the basis for conducting the Phase I Preliminary Engineering
Report and Interim Repairs. This report will include recommendations and evaluation of
alternatives for methane gas collection system upgrades or new system, and segregation of
the control room from the methane blower system. The interim repairs will include
recommendations for building closure before winter, and preparation of preliminary and final
plans to complete this work.
The second and third phases of the project would include the final design of the selected
alternative and the construction-related service phases, which will be determined at the
time the services are needed and added by supplemental agreement.
B. SCOPE OF SERVICES
The following tasks are included in the Scope of Services for the Phase I Preliminary
Engineering Report and Interim Repairs.
Data Collection
These tasks include field survey and utility calls, as required, to complete the base map file
in MicroStation format for use in the development of the Phase I Preliminary Engineering
Report. AECOM will review the City provided Operation & Maintenance (O&M) Manuals
and as-built plans.
Task 1 -Topographical Survey
Task 2 - Base Mapping
Task 3- Review of Lagoon O&M Manuals
Task 4- Review of Lagoon As-Built Plans
Preliminary Engineering Report
These tasks include preparation of the Preliminary Engineering Report. The report will
include evaluation of the overall gas handling system for functional, operational and safety
items, equipment and options for long-term operations, construction sequencing, and
review and identification of potential permitting requirements. An evaluation of building
equipment and options for new control building, new gas compressor building, and upgrade
of existing gas handling building will be completed. Equipment upgrade evaluations include
blowers, electrical equipment and controls, gas piping or repairs to existing gas piping,
additional gas safety and monitoring equipment, existing building ventilation systems, and
upgrades or replacement of existing flare. Construction staging review includes
considerations of power, controls and gas piping. Included in the preliminary design will be
the connection point for future treatment of gas by City to potentially provide gas to a third
party.
Task 5- Evaluation of Overall Gas Handling System
Task 6- Evaluation of Building Equipment and Options
Task 7- Evaluation of Equipment Upgrades
Task 8- Construction Sequencing Review
Task 9- Permit Review
Task 10- Prepare Preliminary Cost Estimate
Task 11 - Prepare Preliminary Plans
Task 12 - Prepare Preliminary Report
Task 13- Final Revisions
Task 14- Final Report
Interim Repairs
These tasks will include reviewing the existing building systems and equipment for lagoon
gas management and identifying immediate safety, building, ventilation, or other systems
modifications for interim operation of the blowers and equipment. The National Fire
Protection Association (NFPA) standard for wastewater treatment plants (NFPA 820)will be
used as guidance for safety measures. AECOM will review and define interim
improvements, prepare technical specifications and drawings for recommendation of interim
improvements to winterize the building safely, and identify vendors and suppliers for
replacement of critical equipment and components to enable operation of the gas handling
and utilization system. Winterizing the building and safety review will include review of
existing conduits, doors, gas piping in blower room, installation of windows, blocking off
window into blower room from control room, installation of possible monitoring devices, and
ventilation to safely enclose the building. Additional review of the manholes for possible
gas migration into the control room will be investigated. AECOM assumes no IDNR permit
modifications will be required for interim repairs, and permit modifications have not been
included in this scope.
Task 15- Existing Building Review
Task 16- Review of Safety, Ventilation and Systems
Task 17- Prepare Preliminary Plans
Task 18- Prepare Final Plans
Task 19- Prepare Cost Estimate
Task 20- Prepare Specifications
Project Management and Meetings
These tasks include project administration, agency coordination, monthly project
management team (PMT) meetings, and two City presentations, if required.
Task 21 - Project Administration
Task 22 -Agency Coordination
Task 23- Project Management Team Meetings (6)
Task 24- City Presentations (2)
Phase II - Final Design and Construction Documents
Phase III -Construction-Related Services
The scope of both the final design and construction-related services will be determined at
the time the services are needed and defined under a future amendment. Construction-
related services include construction staking, on-site field review, materials testing, contract
administration during construction and right-of-way staking.
O:\Administration\AGREE\PROF\WAT Ph I Preliminary Engineering Report and Interim Repairs.doc