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HomeMy WebLinkAboutEarthTech-Professional Services Agreement-10.06.2008 EARTH TECH AECOM Earth Tech AECOM 501 Sycamore Street,Suite 222,Waterloo, IA 50703 �� 440, a Uv�- g(,� T 319.232.6531 F 319.232.0271 www.earthtech.aecom.com PROFESSIONAL SERVICES AGREEMENT PROJECT NAME: Biennial Bridge Review Program - F.Y. 2009 ("Project") This Agreement is by and between City of Waterloo ("Client") 715 Mulberry Street Waterloo, Iowa 50703 and, Earth Tech, Inc. 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 receipt of one (1) signed copy of this executed 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, INC. By By Title May® 1f Title Vice President Date /0 P " U 8' Date September 23, 2008 Page 2 PART I EARTH TECH'S RESPONSIBILITIES A. PROJECT DESCRIPTION The Project is described as the 2009 Biennial Bridge Review Program for the City of Waterloo, Iowa. Earth Tech will complete the review for approximately 60 bridges or culverts,for which Structure Inventory and Appraisal (SI&A) forms have been received by the Client. B. SCOPE Services to be provided for the Project under this Agreement are as follows: 1. Conduct field review for said bridges or culverts. 2. Prepare condition rating and appraisal for said bridges or culverts. 3. Update SI&A forms for said bridges or culverts. 4. Enter updated SI&A forms for said bridge and culvert into Iowa Department of Transportation's electronic database. 5. Complete a FHWA Level I Underwater Bridge Inspection for the Park Avenue Bridge over the Cedar River. Earth Tech will use Westbrook Associated Engineers, Inc.,as a subcontractor to complete the underwater bridge inspection. Work elements for the underwater inspection include the following items: a. Provide a three-person OSHA/FHWA approved dive team that will include a dive tender, underwater bridge inspection diver and a State of Iowa Registered Professional Engineer as the team leader. b. The dive team will conduct an FHWA Level I underwater tactile inspection of Pier No. 2 through Pier No. 5. A Level I inspection is classified as a "swim by" inspection detailed enough to detect obvious major damage or deterioration. This type of inspection will also consist of limited probing of the substructure and adjacent streambed. c. The dive team will utilize a surface supplied air package with audio communication from the team leader to the underwater bridge inspection diver. d. Prepare a condensed inspection report on the findings of the FHWA Level I underwater inspection that will include a narrative on the following topics: • Comprehensive Report of Deficiencies • Site Conditions • Numerical FHWA Condition Rating for Each Substructure Unit • Recommended Correction Action EARTH TECH AECOM Page 3 • Dive Log • Detailed Inspection Notes for Each Substructure Unit • Above Surface Photo Log 6. Complete additional bridge review tasks at the 5th Street Bridge, including a review of the expansion joint troughs. It is anticipated the City of Waterloo will coordinate with the Iowa Department of Transportation to use their "snooper" truck when it is in the Waterloo vicinity completing state bridge inspections. 7. Prepare summary report for the Client in format similar to previous years. 8. Transmit marked-up copies of rating forms to the Client. 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 information needed for the Project, all of which Earth Tech may rely upon without independent verification in performing the Services. B. Representative Client's representative for the Project shall be the City Engineer, or his authorized representative, 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 for the field review and update of SI&A forms for sixty(60)bridges or culverts shall be a lump sum fee of Forty-Two Thousand Dollars ($42,000.00). EARTH TECH AECOM Page 4 B. Earth Tech may bill the Client monthly for services completed at the time of billing, with net payment due in 30 days. Past-due balances shall be subject to a service charge at the rate of 1% per month per request by Earth Tech. Unless Client provides Earth Tech with a written statement of any objection to the bill within 15 days of receipt, Client shall be deemed to accept the bill as submitted. L:\work\ADMIN\AGREE\PROF\Biennial09.doc EARTH TECH AECOM PART IV STANDARD TERMS AND CONDITIONS 1. STANDARD OF CARE. Services shall be performed in accordance with the 11. INDEMNITY.Earth Tech agrees to defend,indemnify and save harmless the standard of professional practice ordinarily exercised by the applicable profession at the Client,its agencies,agents,employees and assignees from all claims and liabilities due time and within the locality where the Services are performed.Professional services are to design error, omission or negligent act of Earth Tech, its members, agents, not subject to,and Earth Tech can not provide,any warranty or guarantee,express or stockholders or employees in connection with performance of this Agreement implied,including warranties or guarantees contained in any uniform commercial code. Any such warranties or guarantees contained in any purchase orders,requisitions or 12. ACCESS. Client shall provide Earth Tech safe access to any premises necessary notices to proceed issued by Client are specifically objected to. for Earth Tech to provide the Services. 2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is based 13. REUSE OF PROJECT DELIVERABLES. Reuse of any documents or other on facts known at the time of execution of this Agreement,including,if applicable, deliverables,including electronic media,pertaining to the Project by Client for any information supplied by Client. For some projects involving conceptual or process purpose other than that for which such documents or deliverables were originally development services,scope may not be fully definable during initial phases. As the prepared,or alteration of such documents or deliverables without written verification or Project progresses,facts discovered may indicate that scope must be redefined. adaptation by Earth Tech for the specific purpose intended,shall be at the Client's risk. Further,all title blocks and the engineer's seal,if applicable,shall be removed if and 3. SAFETY. Earth Tech has established and maintains corporate programs and when Client provides deliverables in electronic media to another entity. Client agrees procedures for the safety of its employees. Unless specifically included as a service to that relevant analyses,findings and reports provided in electronic media shall also be be provided under this Agreement,Earth Tech specifically disclaims any authority or provided in"hard copy"and that the hard copy shall govem in the case of a discrepancy responsibility for general job site safety and safety of persons other than Earth Tech between the two versions,and shall be held as the official set of drawings,as signed and employees. sealed. Client shall be afforded a period of 30 days in which to check the hard copy against the electronic media. In the event that any error or inconsistency is found as a 4. DELAYS. If events beyond the control of Client or Earth Tech,including,but not result of this process,Earth Tech shall be advised and the inconsistency shall be limited to,fire,flood,explosion,riot,strike,war,process shutdown,act of God or the corrected at no additional cost to Client. Following the expiration of this 30-day period, public enemy,and act or regulation of any government agency,result in delay to any Client shall bear all responsibility for the care,custody and control of the electronic schedule established in this Agreement,such schedule shall be amended to the extent media. In addition,Client represents that it shall retain the necessary mechanisms to necessary to compensate for such delay. In the event such delay exceeds 60 days,Earth read the electronic media,which Client acknowledges to be of only limited duration. I Tech shall be entitled to an equitable adjustment in compensation. Client agrees to defend,indemnify,and hold harmless Earth Tech from all claims, damages,and expenses,(including reasonable litigation costs),arising out of such reuse 5.TERMINATION/SUSPENSION.Either party may terminate this Agreement upon or alteration by Client or others acting through Client. 30 days written notice to the other party. Client shall pay Earth Tech for all Services, including profit relating thereto,rendered prior to termination,plus any expenses of 14. AMENDMENT. This Agreement,upon execution by both parties hereto,can be termination. amended only by a written instrument signed by both parties. In the event either party defaults in its obligations under this Agreement(including 15. ASSIGNMENT. Except for assignments(a)to entities which control,or are Client's obligation to make the payments required hereunder),the non-defaulting party controlled by,the parties hereto or(b)resulting from operation of law,the rights and may,after 7 days written notice stating its intention to suspend performance under the obligations of this Agreement cannot be assigned by either party without written Agreement if cure of such default is not commenced and diligently continued,and permission of the other party. This Agreement shall be binding upon and inure to the failure of the defaulting party to commence cure within such time limit and diligently benefit of any permitted assigns. continue,suspend performance under this Agreement. 16. STATUTES OF LIMITATION. To the fullest extent permitted by law,parties 6. OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs agree that,except for claims for indemnification,the time period for bringing claims prepared by Earth Tech is supplied for the general guidance of the Client only. Since under this Agreement shall expire one year after Project completion. Earth Tech has no control over competitive bidding or market conditions,Earth Tech cannot guarantee the accuracy of such opinions as compared to contract bids or actual 17. DISPUTE RESOLUTION. Parties shall attempt to settle disputes arising under costs to Client this agreement by discussion between the parties senior representatives of management. If any dispute can not be resolved in this manner,within a reasonable length of time, 7. RELATIONSHIP WITH CONTRACTORS. Earth Tech shall serve as Client's parties agree to attempt non-binding mediation or any other method of alternative professional representative for the Services,and may make recommendations to Client dispute resolution prior to filing any legal proceedings. In the event any actions are concerning actions relating to Client's contractors,but Earth Tech specifically disclaims brought to enforce this Agreement,the prevailing party shall be entitled to collect its any authority to direct or supervise the means,methods,techniques,sequences or litigation costs from the other party. procedures of construction selected by Client's contractors. 18. NO WAIVER. No waiver by either party of any default by the other party in the 8. CONSTRUCTION REVIEW. For projects involving construction, Client performance of any particular section of this Agreement shall invalidate any other acknowledges that under generally accepted professional practice,interpretations of section of this Agreement or operate as a waiver of any future default,whether like or construction documents in the field are normally required,and that performance of different in character. construction-related services by the design professional for the project permits errors or omissions to be identified and corrected at comparatively low cost. Client agrees to 19.NO THIRD-PARTY BENEFICIARY.Nothing contained in this Agreement,nor hold Earth Tech harmless from any claims resulting from performance of construction- the performance of the parties hereunder,is intended to benefit,nor shall inure to the related services by persons other than Earth Tech. benefit of,any third party,including Client's contractors,if any. 9. INSURANCE. Earth Tech will maintain insurance coverage for Professional, 20.SEVERABILITY.The various terms,provisions and covenants herein contained Comprehensive General,Automobile,Worker's Compensation,and Employer's Liability shall be deemed to be separate and severable,and the invalidity or unenforceability of in amounts in accordance with legal, and Earth Tech's business requirements. any of them shall not affect or impair the validity or enforceability of the remainder. Certificates evidencing such coverage will be provided to Client upon request For projects involving construction,Client agrees to require its construction contractor,if 21. AUTHORITY. The persons signing this Agreement warrant that they have the any,to include Earth Tech as an additional insured on its policies relating to the Project authority to sign as,or on behalf of,the party for whom they are signing. Earth Tech's coverages referenced above shall,in such case,be excess over contractor's primary coverage. L:\WORK\ADMIN\AGREE\SAVE\WaterlooTC.doc July 2001 10.HAZARDOUS MATERIAL.Hazardous materials may exist at a site where there 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 liability for injury or loss arising from Earth Tech's discovery of unanticipated hazardous materials or suspected hazardous materials.