HomeMy WebLinkAboutAECOM-Professional Services Agreement-12.15.2008 I9- '5 " 6f5 AECOM
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AECOM
501 Sycamore Street,Suite 222,Waterloo, Iowa 50703
www.aecom.com
PROFESSIONAL SERVICES AGREEMENT
PROJECT NAME: Solid Waste Transfer Station and Appurtenances
City of Waterloo, Iowa
This Agreement is by and between
Client
City of Waterloo
715 Mulberry Street
Waterloo, Iowa 50703
and,
AECOM Technical Services, Inc. (ATS)
501 Sycamore, Suite 222
P.O. Box 1497
Waterloo, Iowa 50704-1497
Who agree as follows:
Client hereby engages ATS to perform the services described in Part I ("Services")and ATS agrees to perform
the Services for the compensation set forth in Part III. ATS shall be authorized to commence the Services upon
execution of this Agreement. Client and ATS 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 AECOM TECHNICAL SERVICES,INC.
By By
Printed Name I ELC-( �2.� Printed Na Joe Becker
Title 1° lCt.y 0 r Title Vice President
Date a 1 " /5 r ®� Date December 10, 2008
Page 2
PART I
ATS'S RESPONSIBILITIES
A. PROJECT DESCRIPTION
The Project consists of a Solid Waste Transfer Station and Appurtenances for the City of Waterloo,
Iowa. The transfer station will be designed to meet applicable requirements of the Iowa Administrative
Code, Chapter 106, Citizen Convenience Centers and Transfer Stations.
Appurtenant features to be considered in the project include a Citizens Convenience Center(recycling
drop-off),yard waste collection and/or processing,facilities for the collection and/or de-manufacturing of
appliances (white goods)and/or electronic materials (e-waste), coordination with the City's bulk-item
collection and neighborhood clean-up programs, and household hazardous material(HHM)collection.
Appurtenant features will be determined during an initial planning phase to solicit input from various
stakeholders.
B. SCOPE OF SERVICES
Services to be provided under this agreement include an initial planning phase, preparation of a
preliminary report outlining the transfer station concept and appurtenant features to be included, final
design and preparation of the plans,specifications,and contract documents in a format compatible with
the City of Waterloo standards,assistance with bidding, review of bids,and recommendation of award,
and construction-related services associated with the construction of the project. The services are
further defined by the following tasks:
Planning Services
1. Assign a project manager who will coordinate project activities and serve as the primary
contact between the Client, Consultant and regulatory agencies.
2. Convene a series of three (3) meetings with representatives of the City staff, City Council,
other interested solid waste representatives,and other interested parties assigned by the City
of Waterloo. The purpose of the meetings will be to discuss the operation of the transfer
station and the appurtenant features to be included.
a. The initial meeting will be intended to compile input from the committee for evaluation.
The initial ideas will be researched and costs estimates prepared by the Consultant.
b. The second meeting will review the information developed from the first meeting and
determine which features appear to be cost effective for inclusion in the final transfer
station. The Consultant will further develop the project based on the input from the
second meeting and prepare a preliminary site layout and more refined cost estimates.
c. The preliminary report will be presented to the committee at the third meeting for
approval prior to presentation to the City Council.
3. The final preliminary report will include recommendations for the siting of the transfer station,
operation of the transfer station and appurtenant features to be included based on the input
from the committee.
AECOM
Page 3
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 review the design objectives at
appropriate times.
3. Conduct field surveys to collect data to assist in the preparation of the plans. Property surveys
are not included in this task.
4. Collect information from the Client and utilities in the project area to assist in the preparation of
the plans. ATS may rely upon this information without independent verification in performing
the Services.
5. Prepare a topographic map of the Project site showing the location of existing features.
6. Assist the client in obtaining subsurface information. When, in the opinion of ATS, soil borings
or other subsurface explorations are necessary to secure information for design purposes,ATS
will assist the Client in selecting a geotechnical engineering consultant to perform the
subsurface explorations and prepare a geotechnical report. The contract for geotechnical
services shall be between the Client and the geotechnical engineering consultant, and the
costs shall be paid by the Client.
7. Prepare easement and property descriptions for use by the Client in preparing easement and
property acquisition documents.
8. Prepare construction bidding documents for receiving competitive bids. Such documents will
be based on the standard forms produced by the EJCDC and coordinated with City of Waterloo
standards.
9. Prepare an opinion of probable construction costs for the proposed project.
10. Submit the bidding document to the Client for review and approval.
11. Meet with the Client to discuss the bidding documents and revise the bidding documents in
response to expressed concerns by the Client.
12. Assist the Client in obtaining approval of the Iowa Department of Natural Resources and/or
other regulatory agencies by submitting documents to said agencies and responding to
comments from said agencies.
13. Prepare up to 30 sets of contract documents for distribution to plan rooms, suppliers and
potential bidders.
14. Assist the Client in advertising for and receiving bids,analyze the bids received and prepare a
recommendation to the Client for award of contract.
15. Assist the Client in pursuing funding for the project.
AECOM
Page 4
The final scope and fees for Design Services will be determined at the time the services are needed
and defined in a future amendment to this agreement.
Construction-Related 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. Assist the Client in assembling the contract documents for execution by the Contractor and the Client.
3. Conduct a preconstruction conference with representatives of the Contractor, Client, Consultant and
affected utilities.
4. Provide horizontal and vertical survey control for the project.
5. Review shop drawings and other submittals as required of the Contractor by the contract documents for
conformance with the design concept of the project and compliance with the information given in the
contract documents.
6. Answer design interpretation questions from the Client, Contractor, review staff and appropriate
agencies.
7. Process monthly applications for payment submitted by the Contractor and forward to the Client for
execution with recommendations for approval and payment.
8. Witness/provide,where applicable,field testing of the facilities furnished under the contract to assist in
determining conformance with the contract documents.
9. Visit the construction site by design personnel at appropriate stages of construction to review the quality
of the work and to determine, in general, whether the work conforms with the contract documents.
10. Assist the Client and Contractor in preparing and processing contract change orders.
11. Provide periodic field observation during construction to review the work of the Contractor to determine
if the work is proceeding in general accordance with the contract documents and that completed work
appears to conform to the contract documents.
12. Report to the Client any work believed to be unsatisfactory,faulty or defective or does not conform to
the contract documents, and advise the Client of any work that should be corrected or rejected.
13. Consider and evaluate Contractor's suggestions for modifications and report them with
recommendations to the Client.
14. Maintain files for correspondence; reports of the job conferences; shop drawings and sample
submissions; reproductions of original contract documents including addenda, change orders,.field
modifications, and additional drawings issued subsequent to the execution of the contract; Engineer
clarifications and interpretations of the contract documents; progress reports and other project-related
documents.
AECOM
Page 5
15. Keep a diary, log book or report for those times on site, recording hours on the job site; weather
conditions;data relative to questions of extras or deductions;list of visiting officials and representatives
of manufacturers, fabricators, suppliers and distributors; activities; decisions; observations in general
and specific observations in more detail when necessary, as in the case of observing test procedures.
16. Conduct a review of the project near completion and prepare a list of items to be completed or
corrected.
17. Perform a field observation of the completed project before a final application for payment is processed
for the Contractor.
18. Provide the Client with a copy of revised drawings of the construction plans for the project based on the
construction observation records of the review staff and Contractor showing those changes made
during construction considered significant.
19. Assist the Client with the final close-out documentation from the Contractor.
The final scope and fees for construction-related services will be determined at the time the services are needed
and defined in a future amendment to this agreement.
PART II
CLIENTS RESPONSIBILITIES
Client, at its expense, shall do the following in a timely manner so as not to delay the Services.
A. INFORMATION/REPORTS
Furnish ATS necessary information/reports, all of which ATS 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 ATS'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 ATS to perform the Services.
AECOM
Page 6
PART III
COMPENSATION, BILLING, AND PAYMENT
Client shall pay ATS for the Services in accordance with the following:
A. COMPENSATION
Compensation for the Planning Phase shall be a lump sum fee of Twelve Thousand Dollars
($12,000.00).
Compensation for the Design and Construction-Related Services shall be negotiated at the time the
services are defined and included by amendment to this agreement.
B. BILLING AND PAYMENT
ATS may bill the Client monthly for services completed at the time of billing,with net payment due in 30
days. Unless Client provides ATS 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\ADMINWGREE\PROF\WatSolidWasteTransfer.doc
AECOM
PART IV
STANDARD TERMS AND CONDITIONS
1. STANDARD OF CARE. Services shall be performed in accordance with the danger to the public health,safety or the environment. Client shall execute any
standard of professional practice ordinarily exercised by the applicable manifests or forms in connection with transportation,storage and disposal of
profession at the time and within the locality where the Services are performed. hazardous materials resulting from the site or work on the site or shall authorize
Professional services are not subject to,and ATS can not provide,any warranty ATS to execute such documents as Client's agent. Client waives any claim
or guarantee,express or implied,including warranties or guarantees contained in against ATS and agrees to defend,indemnify,and save ATS harmless from any
any uniform commercial code. Any such warranties or guarantees contained in claim or liability for injury or loss arising from ATS's discovery of unanticipated
any purchase orders, requisitions or notices to proceed issued by Client are hazardous materials or suspected hazardous materials.
specifically objected to.
11. INDEMNITY.ATS agrees to defend, indemnify and save harmless the
2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is Client, its agencies, agents, employees and assignees from all claims and
based on facts known at the time of execution of this Agreement,including,if liabilities due to design error,omission or negligent act of ATS,its members,
applicable, information supplied by Client. For some projects involving agents, stockholders or employees in connection with performance of this
conceptual or process development services,scope may not be fully definable Agreement.
during initial phases. As the Project progresses,facts discovered may indicate
that scope must be redefined. 12.ACCESS. Client shall provide ATS safe access to any premises necessary
for ATS to provide the Services.
3. SAFETY. ATS has established and maintains corporate programs and
procedures for the safety of its employees. Unless specifically included as a 13. REUSE OF PROJECT DELIVERABLES. Reuse of any documents or other
service to be provided under this Agreement,ATS specifically disclaims any deliverables,including electronic media,pertaining to the Project by Client for
authority or responsibility for general job site safety and safety of persons other any purpose other than that for which such documents or deliverables were
than ATS employees. originally prepared, or alteration of such documents or deliverables without
written verification or adaptation by ATS for the specific purpose intended,shall
4. DELAYS. If events beyond the control of Client or ATS,including,but not be at the Client's risk. Further, all title blocks and the engineer's seal, if
limited to,fire,flood,explosion,riot,strike,war,process shutdown,act of God or applicable, shall be removed if and when Client provides deliverables in
the public enemy,and act or regulation of any government agency,result in electronic media to another entity. Client agrees that relevant analyses,findings
delay to any schedule established in this Agreement,such schedule shall be and reports provided in electronic media shall also be provided in"hard copy"
amended to the extent necessary to compensate for such delay. In the event and that the hard copy shall govern in the case of a discrepancy between the two
such delay exceeds 60 days,ATS shall be entitled to an equitable adjustment in versions,and shall be held as the official set of drawings,as signed and sealed.
compensation. 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
5. TERMINATION/SUSPENSION. Either party may terminate this Agreement as a result of this process,ATS shall be advised and the inconsistency shall be
upon 30 days written notice to the other party. Client shall pay ATS for all corrected at no additional cost to Client. Following the expiration of this 30-day
Services,including profit relating thereto,rendered prior to termination,plus any period,Client shall bear all responsibility for the care,custody and control of the
expenses of termination. electronic media. In addition,Client represents that it shall retain the necessary
mechanisms to read the electronic media,which Client acknowledges to be of
In the event either party defaults in its obligations under this Agreement only limited duration. Client agrees to defend,indemnify,and hold harmless ATS
(including Client's obligation to make the payments required hereunder),the non- from all claims,damages,and expenses,(including reasonable litigation costs),
defaulting party may,after 7 days written notice stating its intention to suspend arising out of such reuse or alteration by Client or others acting through Client
performance under the Agreement if cure of such default is not commenced and
diligently continued,and failure of the defaulting party to commence cure within 14.AMENDMENT.This Agreement,upon execution by both parties hereto,can
such time limit and diligently continue, suspend performance under this be amended only by a written instrument signed by both parties.
Agreement.
15.ASSIGNMENT. Except for assignments(a)to entities which control,or are
6. OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs controlled by,the parties hereto or(b)resulting from operation of law,the rights
prepared by ATS is supplied for the general guidance of the Client only. Since and obligations of this Agreement cannot be assigned by either party without
ATS has no control over competitive bidding or market conditions,ATS cannot written permission of the other party.This Agreement shall be binding upon and
guarantee the accuracy of such opinions as compared to contract bids or actual inure to the benefit of any permitted assigns.
costs to Client.
16.STATUTES OF LIMITATION.To the fullest extent permitted by law,parties
7. RELATIONSHIP WITH CONTRACTORS. ATS shall serve as Client's agree that,except for claims for indemnification,the time period for bringing
professional representative for the Services,and may make recommendations to claims under this Agreement shall expire one year after Project completion.
Client concerning actions relating to Client's contractors,but ATS specifically
disclaims any authority to direct or supervise the means,methods,techniques, 17. DISPUTE RESOLUTION. Parties shall attempt to settle disputes arising
sequences or procedures of construction selected by Client's contractors. under this agreement by discussion between the parties senior representatives of
management. If any dispute can not be resolved in this manner, within a
8. CONSTRUCTION REVIEW. For projects involving construction, Client reasonable length of time,parties agree to attempt non-binding mediation or any
acknowledges that under generally accepted professional practice, other method of alternative dispute resolution prior to filing any legal
interpretations of construction documents in the field are normally required,and proceedings. In the event any actions are brought to enforce this Agreement,the
that performance of construction-related services by the design professional for prevailing party shall be entitled to collect its litigation costs from the other party.
the project permits errors or omissions to be identified and corrected at
comparatively low cost. Client agrees to hold ATS harmless from any claims 18. NO WAIVER. No waiver by either party of any default by the other party in
resulting from performance of construction-related services by persons other the performance of any particular section of this Agreement shall invalidate any
than ATS. other section of this Agreement or operate as a waiver of any future default,
whether like or different in character.
9. INSURANCE. ATS will maintain insurance coverage for Professional,
Comprehensive General,Automobile,Worker's Compensation,and Employer's 19. NO THIRD-PARTY BENEFICIARY. Nothing contained in this Agreement,
Liability in amounts in accordance with legal,and ATS's business requirements. nor the performance of the parties hereunder,is intended to benefit,nor shall
Certificates evidencing such coverage will be provided to Client upon request. inure to the benefit of,any third party,including Client's contractors,if any.
For projects involving construction, Client agrees to require its construction
contractor,if any,to include ATS as an additional insured on its policies relating 20. SEVERABILITY. The various terms, provisions and covenants herein
to the Project.ATS's coverages referenced above shall,in such case,be excess contained shall be deemed to be separate and severable,and the invalidity or
over contractor's primary coverage. unenforceability of any of them shall not affect or impair the validity or
enforceability of the remainder.
10. HAZARDOUS MATERIAL. Hazardous materials may exist at a site where
there is no reason to believe they could or should be present. ATS and Client 21. AUTHORITY. The persons signing this Agreement warrant that they have
agree that the discovery of unanticipated hazardous materials constitutes a the authority to sign as,or on behalf of,the party for whom they are signing.
changed condition mandating a renegotiation of the scope of work. ATS agrees
to notify Client as soon as practically possible should unanticipated hazardous
materials or suspected hazardous materials be encountered. Client L:\WORIMDMIN\AGREE\SAVE\WaterlooTC.doc Dec 2008
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