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HomeMy WebLinkAboutEarthTech-Professional Services Agreement-04.14.2008 EarthTech 501 Sycamore Street P 319.232.6531 Suite 222 F 319.232.0271 A 1Z/C0 International Ltd.Company Waterloo, IA 50703 www.earthtech.com PROFESSIONAL SERVICES AGREEMENT PROJECT NAME: Commercial Street Parking Garage Repairs City of Waterloo,Iowa This Agreement is by and between Client City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 and, Earth Tech 501 Sycamore, Suite 222 P.O. Box 1497 Waterloo, Iowa 50704-1497 Who agree as follows: Client hereby engages Earth Tech to perform the services described in Part I("Services")and Earth Tech agrees to perform the Services for the compensation set forth in Part III. Earth Tech shall be authorized to commence the Services upon execution of this Agreement. Client and Earth Tech agree that this signature page, together with Parts I-IV and attachments referred to therein,constitute the entire Agreement between them relating to the Project ("Agreement"). APPROVED FOR CLIENT APPROVED FOR EARTH TECH By By Printed Name 1 Th � �2 y Printed Name Joe Becker Title Mayo✓ Title Vice President Date - -o g Date April 8,2008 • PART I EARTH TECH'S RESPONSIBILITIES A. PROJECT DESCRIPTION The project consists of repairs to the Commercial Street Parking Garage, including the following areas: installation of a deck membrane coating on the top floor, repair of double tees and concrete topping, straightening of the L-beams that have rotated,repairs to the stairwells,replacement of the expansion joints and replacement of the fire protection risers. In addition to the repairs noted above,the project will be initiated by performing an overall assessment and evaluation of all levels of the parking garage to further identify the repair areas and to identify other potential deficiencies in the parking garage. An evaluation report will be prepared summarizing the overall assessment, outlining the deficient areas, defining potential repair options and estimating preliminary construction cost for rehabilitation. B. SCOPE OF SERVICES Services to be provided under this Agreement include field review,structure evaluation report,final design, preparation of plans, specifications and contract documents in a format compatible with City of Waterloo standards,assistance with bidding,review of bids and recommendation of award. The services are further defined as follows: Design Services 1. Assign a project manager who will coordinate project activities and will be the principal liaison between the Client, Consultant and regulatory agencies. 2. Attend meetings with representatives of the Client to coordinate the project and review the design objectives of the project. 3. Conduct field review of the levels of the parking garage to collect data,take measurements,provide an overall assessment of the structure, define the deficient areas, define potential repair options, prepare preliminary construction cost estimates and provide recommendations for improvements. Provide a report of the findings of this review. This field review will also assist in the preparation of the plans. The following elements of the parking garage will be reviewed: a. Columns b. Double Tee Beams c. Bearing Pads d. Deck Surface e. Joints(Expansion,Wall,Column and Floor) f. Drainage System g. Lighting System h. Air Handling System -2- i. Stairwells j. Miscellaneous Items 4. Prepare final design and detailed plans for the repairs as defined in the project description. The final design will include detailed recommendations or alternatives to complete the repairs to the parking garage. These repairs include the following elements of the garage: a. Stairwells, including windows, doors, stairs, floors, lighting and heating b. Straightening of L-beams that have rotated c. Expansion joint repairs/replacement d. Replacement of fire risers e. Repairs to double tees and concrete topping f. Provide a deck membrane coating for Level 4 5. Prepare final specifications and construction bid documents in a format compatible with City of Waterloo standards for receiving competitive bids for the repairs. Specifications will be provided for the following repairs: a. Stairwells,including windows, doors, stairs, floors, lighting and heating b. Straightening of L-beams that have rotated c. Expansion joint repairs/replacement d. Replace fire risers e. Repairs to double tees and concrete topping f. Provide a deck membrane coating for Level 4 g. Miscellaneous items 6. Prepare an estimate of probable construction costs for the proposed project. 7. Prepare multiple bid documents in order to phase the construction and meet current funding. The first set of bid documents is anticipated to include the repairs to the stairwells(No. 1 thru No.3)and the straightening of the L-beams that are rotated. The second set of bid documents are anticipated to include the additional repairs as noted. 8. Conduct a quality review of the work elements on the project. During the course of the project, quality reviews will be conducted by senior technical personnel. 9. Submit the bidding document to the Client for review and approval. Discuss the bidding documents with the Client and revise the bidding documents in accordance with said discussion. 10. Answer questions from potential bidders during the bidding phase. Analyze the bids received and prepare a recommendation to the Client for award of contract. 11. Conduct a pre-bid conference for prospective bidders. 12. Provide office administration and coordination of the project,including interoffice mailings,general day-to-day administrative responsibilities, and typing of intra-office memoranda and minutes of -3- meetings. Prepare up to forty (40) sets of contract documents for distribution to plan rooms, suppliers and potential bidders. Construction-Related Services The scope of construction-related services will be determined at the time the services are needed and defined under a future amendment to this Agreement. Construction-related services include construction staking,on- site field review,materials testing and contract administration during construction. PART II CLIENT'S RESPONSIBILITIES Client, at its expense, shall do the following in a timely manner so as not to delay the Services. A. INFORMATION/REPORTS Furnish Earth Tech necessary information/reports, all of which Earth Tech may rely upon without independent verification in performing the Services. B. REPRESENTATIVE Designate a representative for the Project who shall have the authority to transmit instructions, receive information,interpret and define Client's policies and make decisions with respect to the Services. C. DECISIONS Provide all criteria and full information as to Client requirements for the Project, obtain(with Earth Tech's assistance,if applicable)necessary approvals and permits,attend Project-related meetings,provide interim reviews on an agreed-upon schedule,make decisions on Project alternatives,and generally participate in the Project to the extent necessary to allow Earth Tech to perform the Services. PART III COMPENSATION,BILLING,AND PAYMENT Client shall pay Earth Tech for the Services in accordance with the following: A. COMPENSATION 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. The compensation for the services shall not exceed One Hundred Twenty-Six Thousand Dollars($126,000.00)without authorization from the Owner. -4- B. BILLING AND PAYMENT Earth Tech may bill the Client monthly for services completed at the time of billing,with net payment due in 30 days. Unless Client provides Earth Tech with a written statement of any objections to the bill within 15 days of receipt,Client shall be deemed to accept the bill as submitted. L:\work\ADMIN\AGREE\PROF\WatCommercialStrParking.doc -5- PART IV STANDARD TERMS AND CONDITIONS liability for injury or loss arising from Earth Tech's discovery of unanticipated hazardous 1. STANDARD OF CARE. Services shall be performed in accordance with the materials or suspected hazardous materials. standard of professional practice ordinarily exercised by the applicable profession at the time and within the locality where the Services are performed.Professional services are 11. INDEMNITY.Earth Tech agrees to defend,indemnify and save harmless the not subject to,and Earth Tech can not provide,any warranty or guarantee,express or Client,its agencies,agents,employees and assignees from all claims and liabilities due implied,including warranties or guarantees contained in any uniform commercial code. to design error, omission or negligent act of Earth Tech, its members, agents, Any such warranties or guarantees contained in any purchase orders,requisitions or stockholders or employees in connection with performance of this Agreement. notices to proceed issued by Client are specifically objected to. 12. ACCESS. Client shall provide Earth Tech safe access to any premises necessary 2. CHANGE OF SCOPE.The scope of Services set forth in this Agreement is based for Earth Tech to provide the Services. on facts known at the time of execution of this Agreement,including,if applicable, information supplied by Client. For some projects involving conceptual or process 13. REUSE OF PROJECT DELIVERABLES. Reuse of any documents or other development services,scope may not be fully definable during initial phases. As the deliverables,including electronic media,pertaining to the Project by Client for any Project progresses,facts discovered may indicate that scope must be redefined. purpose other than that for which such documents or deliverables were originally prepared,or alteration of such documents or deliverables without written verification or 3. SAFETY. Earth Tech has established and maintains corporate programs and adaptation by Earth Tech for the specific purpose intended,shall be at the Client's risk. procedures for the safety of its employees. Unless specifically included as a service to Further,all title blocks and the engineer's seal,if applicable,shall be removed if and be provided under this Agreement,Earth Tech specifically disclaims any authority or when Client provides deliverables in electronic media to another entity. Client agrees responsibility for general job site safety and safety of persons other than Earth Tech that relevant analyses,findings and reports provided in electronic media shall also be employees. provided in"hard copy"and that the hard copy shall govern in the case of a discrepancy between the two versions,and shall be held as the official set of drawings,as signed and 4. DELAYS. If events beyond the control of Client or Earth Tech,including,but not sealed. Client shall be afforded a period of 30 days in which to check the hard copy limited to,fire,flood,explosion,riot,strike,war,process shutdown,act of God or the against the electronic media. In the event that any error or inconsistency is found as a public enemy,and act or regulation of any government agency,result in delay to any result of this process,Earth Tech shall be advised and the inconsistency shall be schedule established in this Agreement,such schedule shall be amended to the extent corrected at no additional cost to Client. Following the expiration of this 30-day period, necessary to compensate for such delay. In the event such delay exceeds 60 days,Earth Client shall bear all responsibility for the care,custody and control of the electronic Tech shall be entitled to an equitable adjustment in compensation. media. In addition,Client represents that it shall retain the necessary mechanisms to read the electronic media,which Client acknowledges to be of only limited duration. 5.TERMINATION/SUSPENSION.Either party may terminate this Agreement upon Client agrees to defend,indemnify,and hold harmless Earth Tech from all claims, 30 days written notice to the other party. Client shall pay Earth Tech for all Services, damages,and expenses,(including reasonable litigation costs),arising out of such reuse including profit relating thereto,rendered prior to termination,plus any expenses of or alteration by Client or others acting through Client. termination. 14. AMENDMENT. This Agreement,upon execution by both parties hereto,can be In the event either party defaults in its obligations under this Agreement(including amended only by a written instrument signed by both parties. Client's obligation to make the payments required hereunder),the non-defaulting party may,after 7 days written notice stating its intention to suspend performance under the 15. ASSIGNMENT. Except for assignments(a)to entities which control,or are Agreement if cure of such default is not commenced and diligently continued,and controlled by,the parties hereto or(b)resulting from operation of law,the rights and failure of the defaulting party to commence cure within such time limit and diligently obligations of this Agreement cannot be assigned by either party without written continue,suspend performance under this Agreement permission of the other party. This Agreement shall be binding upon and inure to the benefit of any permitted assigns. 6. OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs prepared by Earth Tech is supplied for the general guidance of the Client only. Since 16. STATUTES OF LIMITATION. To the fullest extent permitted by law,parties Earth Tech has no control over competitive bidding or market conditions,Earth Tech agree that,except for claims for indemnification,the time period for bringing claims cannot guarantee the accuracy of such opinions as compared to contract bids or actual under this Agreement shall expire one year after Project completion. costs to Client. 17. DISPUTE RESOLUTION. Parties shall attempt to settle disputes arising under 7. RELATIONSHIP WITH CONTRACTORS. Earth Tech shall serve as Client's this agreement by discussion between the parties senior representatives of management professional representative for the Services,and may make recommendations to Client If any dispute can not be resolved in this manner,within a reasonable length of time, concerning actions relating to Client's contractors,but Earth Tech specifically disclaims parties agree to attempt non-binding mediation or any other method of alternative any authority to direct or supervise the means,methods,techniques,sequences or dispute resolution prior to filing any legal proceedings. In the event any actions are procedures of construction selected by Client's contractors. brought to enforce this Agreement,the prevailing party shall be entitled to collect its litigation costs from the other party. 8. CONSTRUCTION REVIEW. For projects involving construction, Client acknowledges that under generally accepted professional practice,interpretations of 18. NO WAIVER. No waiver by either party of any default by the other party in the construction documents in the field are normally required,and that performance of performance of any particular section of this Agreement shall invalidate any other construction-related services by the design professional for the project permits errors or section of this Agreement or operate as a waiver of any future default,whether like or omissions to be identified and corrected at comparatively low cost. Client agrees to different in character. hold Earth Tech harmless from any claims resulting from performance of construction- related services by persons other than Earth Tech. 19.NO THIRD-PARTY BENEFICIARY.Nothing contained in this Agreement,nor the performance of the parties hereunder,is intended to benefit,nor shall inure to the 9. INSURANCE. Earth Tech will maintain insurance coverage for Professional, benefit of,any third party,including Client's contractors,if any. Comprehensive General,Automobile,Worker's Compensation,and Employer's Liability in amounts in accordance with legal, and Earth Tech's business requirements. 20.SEVERABILITY.The various terms,provisions and covenants herein contained Certificates evidencing such coverage will be provided to Client upon request. For shall be deemed to be separate and severable,and the invalidity or unenforceability of projects involving construction,Client agrees to require its construction contractor,if any of them shall not affect or impair the validity or enforceability of the remainder. any,to include Earth Tech as an additional insured on its policies relating to the Project Earth Tech's coverages referenced above shall,in such case,be excess over contractor's 21. AUTHORITY. The persons signing this Agreement warrant that they have the primary coverage. authority to sign as,or on behalf of,the party for whom they are signing. 10.HAZARDOUS MATERIAL.Hazardous materials may exist at a site where there L:\WORK\ADMIN\AGREE\SAVE\WaterlooTC.doc July 2001 is no reason to believe they could or should be present. Earth Tech and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work. Earth Tech agrees to notify Client as soon as practically possible should unanticipated hazardous materials or suspected hazardous materials be encountered. Client acknowledges and agrees that it retains title to all hazardous material existing on the site and shall report to the appropriate federal, state or local public agencies,as required,any conditions at the site that may present a potential danger to the public health,safety or the environment.Client shall execute any manifests or forms in connection with transportation,storage and disposal of hazardous materials resulting from the site or work on the site or shall authorize Earth Tech to - execute such documents as Client's agent. Client waives any claim against Earth Tech and agrees to defend,indemnify,and save Earth Tech harmless from any claim or is-- Nc\