HomeMy WebLinkAboutAECOM - PSA - South Waterloo Business Park - 1.17.2023AECOM
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
SOUTH BUSINESS PARK
PRELIMINARY ENGINEERING SERVICES
CITY OF WATERLOO, IOWA
PROFESSIONAL SERVICES 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
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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.
(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. CLIENTS 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;
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(b) Commercial General Liability including third party Bodily Injury and Property Damage
Liability and Contractual Liability insurance in a limit of One Million Dollars
($1,000,000) each occurrence and in the aggregate.
(c) Business Auto Liability Insurance (owned, non -owned or hired) in a combined single
limit of One Million Dollars ($1,000,000).
ATS agrees to include CLIENT as Additional Insured on the Commercial General
Liability and Business Auto Liability policies, but only to the extent of ATS's
negligence under this agreement and only to the extent of the insurance limits
specified herein.
(d) 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, non -renewal or
reduction of limits 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 Twenty -Six Thousand Five Hundred
Dollars ($126,500.00).
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
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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
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-
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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 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.
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XIV. MISCELLANEOUS
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(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.
(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: Ottertan Ifrr By:
4-1t)
Quentin Hart
Printed Name: Printed Name: Douglas W. Schindel, P.E
Mayor
Title: Title: Vice President
1/17/2023
Date: Date: January 11, 2023
SOUTH BUSINESS PARK
PRELIMINARY ENGINEERING SERVICES
CITY OF WATERLOO, IOWA
EXHIBIT A
A. PROJECT DESCRIPTION
This project consists of the development of approximately 210 acres located in the southeast
quadrant of the US 20 interchange with Ansborough Avenue in Waterloo, Iowa. The project will
include grading, drainage, utilities, roadway and other construction typical of a large-scale
development. The development area includes approximately 182 acres zoned Business Park (B-
P) and 25 acres zoned Agriculture District (A-1).
B. SCOPE OF SERVICES
The City of Waterloo will complete the platting, preliminary and final design for the first phase of
the development. AECOM will provide limited preliminary engineering services associated with
the South Business Park Development. The Scope of Services will include the property and
topographic survey, Traffic Impact Study, preliminary drainage analysis, and plan review for the
site design. The Scope of Services is further described below:
Property and Topographic Survey and Data Gathering (Tasks 1-8). These tasks will include the
topographic survey of approximately 210 acres of the proposed South Business Park. These
tasks will also include the topographic survey of Ansborough Avenue from the EB ramps of the
US 20 interchange to 1,700 feet south and the topographic survey of Shaulis Road from
Ansborough Avenue to 2,600 feet east.
Task 1 - Data Gathering of Existing Plans and Traffic Signal Data
Task 2 - Utility Survey Within Project Limits
Task 3 - Project Control
Task 4 - Locate/Tie Property Pins and Section Corners (3)
Task 5 - Topographic Survey of Business Park (Approximately 210 Acres)
Task 6 - Ansborough Avenue Topographic Survey
Task 7 - Shaulis Road Topographic Survey
Task 8 - Base Mapping
Traffic Impact Study (Tasks 9-14). These tasks include work associated with the Traffic Impact
Study. The Traffic Impact Study will be developed assuming two access points for the proposed
South Business Park, which will include one access point off of Ansborough Avenue and another
off of Shaulis Road. The crash analysis will include using the Iowa Crash Analysis Tool to
develop Crash Severity and Manner of Crash Collision Tables for the five existing intersections
along the Ansborough Avenue corridor from Shaulis Road to San Marnan Drive. The warrant
analysis will include evaluating the proposed and existing intersections for signal warrants,
increased delay, queue lengths and other impacts for the five existing intersections on
Ansborough Avenue corridor, as well as the two proposed intersections. The Traffic Impact
Study will provide recommendations on proposed improvements to the existing and proposed
intersections. These improvements evaluate the existing and future traffic generated by the
proposed development. A final report describing the methodology and results of the traffic study
is included with these tasks.
Task 9 - Traffic Counts (Iowa Counts) - 24 Hour Counts, 3 Days (M, T, Th) at the Following
Intersections:
• Shaulis Road and Ansborough Avenue
• EB Ramps and Ansborough Avenue
• WB Ramps and Ansborough Avenue
• Fisher Drive and Ansborough Avenue (Obtain Existing Traffic Signal Information)
• San Marnan Drive and Ansborough Avenue (Obtain Existing Traffic Signal Information)
Task 10 - Crash Analysis
Task 11 - Traffic Generation, Forecasting and Distribution
Task 12 - Warrant Analysis Intersection Review
• Shaulis Road and Ansborough Avenue
• EB Ramps and Ansborough Avenue
• WB Ramps and Ansborough Avenue
• Fisher Drive and Ansborough Avenue (Signalized Intersection Impacts)
• San Marnan Drive and Ansborough Avenue (Signalized Intersection Impacts)
• Proposed Intersection off of Ansborough Avenue
• Proposed Intersection off of Shaulis Road
Task 13 - Development and Evaluation of Recommendations
Task 14 - Final Report
Hydrologic and Hydraulic Review and Modeling (Tasks 15-17). These tasks include reviewing
the existing hydrology (HEC-HMS) and hydraulics (HEC-RAS) of Dry Run Creek at the Kimball
Avenue Detention Basin downstream of the project area to determine if this could be utilized for
regional detention for the proposed project. The current Kimball Avenue regional detention basin
characteristics would be reviewed to determine if the current City of Waterloo storm water
regulations are being satisfied. As part of this review, the proposed project drainage area would
analyze flows for various storm events to determine impacts and feasibility of a flowage easement
from the development area into the existing regional detention basin at Kimball Avenue rather
than creating a regional detention basin at the project site.
The current Kimball Avenue Basin does not address water quality per City of Waterloo standards.
Water quality calculations will be completed for the project area, and recommendations for
providing water quality will be provided to the City for review.
It is anticipated that HEC-HMS modeling software will be utilized to complete the hydrologic
modeling. A storm water technical memorandum will be developed summarizing the hydrologic
calculations.
Task 15 - Review Existing Dry Run Creek HEC-HMS and HEC-RAS Model
Task 16 - Develop Hydrologic Modeling (Including Water Quality)
Task 17- Develop Storm Water Technical Memorandum
Plan Review for Site Design (Task 18). This task includes a plan review of the overall South
Business Park site design, which is being completed by the City of Waterloo. The work will
include a review of the overall site grading plan, roadway profiles and utilities. A summary
memorandum will be completed outlining findings and recommendations from the review. This
task includes an estimated 80 hours of plan review services.
Project Administration (Tasks 19-21). These tasks include quality control reviews, project
coordination activities, project meetings, client communications and general project administration
throughout the duration of the project.
Task 19 - Quality Control Reviews
Task 20 - Project Review Meetings (2)
Task 21 - Project Administration
Exclusions
Preliminary and Final Subdivision Design Activities
Archaeology and Wetland Reviews
Preliminary and Final Plats
Individual Lot Detention Design
Roadway Storm Sewer Design
Regulatory Permitting
Off -Site Roadway Improvements. The Scope of Services for off -site roadway design services
will be determined at the time the services are needed and defined under a future amendment.
Off -site roadway improvements would include Ansborough Avenue capacity improvements
needed as a result of the Business Park development.
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