HomeMy WebLinkAboutEarthTech-Professional Services Agreement-01.22.2007 I a o '7
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EarthTech 501 Sycamore Street P 319.232.6531
Suite 222 F 319.232.0271
A NCO International Ltd.Company Waterloo, IA 50703 www.earthtech.com
PROFESSIONAL SERVICES AGREEMENT
PROJECT NAME: Biennial Bridge Review Program-F.Y. 2007 ("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 'Oat a ( Title Vice President
Date I- a " 0 7 Date January 10, 2007
PART I
EARTH TECH'S RESPONSIBILITIES
A. PROJECT DESCRIPTION
The Project is described as the 2007 Biennial Bridge Review Program. 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. Underwater review will be provided as an
additional service, if required.
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. Prepare summary report for the Client as previously done.
6. 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.
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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 Nineteen Thousand Five Hundred Dollars($19,500.00).
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.
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PART IV
STANDARD TERMS AND CONDITIONS
1. STANDARD OF CARE. Services shall be performed in accordance with the and agrees to defend,indemnify,and save Earth Tech harmless from any claim or liability
standard of professional practice ordinarily exercised by the applicable profession at the for injury or loss arising from Earth Tech's discovery of unanticipated hazardous materials
time and within the locality where the Services are performed.Professional services are or suspected hazardous materials.
not subject to,and Earth Tech can not provide,any warranty or guarantee,express or
implied,including warranties or guarantees contained in any uniform commercial code. 11. INDEMNITY.Earth Tech agrees to defend,indemnify and save harmless the
Any such warranties or guarantees contained in any purchase orders,requisitions or Client,its agencies,agents,employees and assignees from all claims and liabilities due to
notices to proceed issued by Client are specifically objected to. design error,omission or negligent act of Earth Tech,its members,agents,stockholders
or employees in connection with performance of this Agreement.
2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is based
on facts known at the time of execution of this Agreement,including,if applicable, 12. ACCESS.Client shall provide Earth Tech safe access to any premises necessary for
information supplied by Client. For some projects involving conceptual or process Earth Tech to provide the Services.
development services,scope may not be fully definable during initial phases. As the
Project progresses,facts discovered may indicate that scope must be redefined. 13. REUSE OF PROJECT DELIVERABLES. Reuse of any documents or other
deliverables,including electronic media,pertaining to the Project by Client for any
3. SAFETY. Earth Tech has established and maintains corporate programs and purpose other than that for which such documents or deliverables were originally
procedures for the safety of its employees. Unless specifically included as a service to be prepared,or alteration of such documents or deliverables without written verification or
provided under this Agreement, Earth Tech specifically disclaims any authority or adaptation by Earth Tech for the specific purpose intended,shall be at the Client's risk.
responsibility for general job site safety and safety of persons other than Earth Tech Further,all title blocks and the engineer's seal,if applicable,shall be removed if and
employees. when Client provides deliverables in electronic media to another entity. Client agrees
that relevant analyses,findings and reports provided in electronic media shall also be
4. DELAYS. If events beyond the control of Client or Earth Tech,including,but not provided in"hard copy"and that the hard copy shall govern in the case of a discrepancy
limited to,fire,flood,explosion,riot,strike,war,process shutdown,act of God or the between the two versions,and shall be held as the official set of drawings,as signed and
public enemy,and act or regulation of any government agency,result in delay to any sealed. Client shall be afforded a period of 30 days in which to check the hard copy
schedule established in this Agreement,such schedule shall be amended to the extent against the electronic media. In the event that any error or inconsistency is found as a
necessary to compensate for such delay. In the event such delay exceeds 60 days,Earth result of this process, Earth Tech shall be advised and the inconsistency shall be
Tech shall be entitled to an equitable adjustment in compensation. corrected at no additional cost to Client. Following the expiration of this 30-day period,
Client shall bear all responsibility for the care,custody and control of the electronic
5.TERMINATION/SUSPENSION. Either party may terminate this Agreement upon media. In addition,Client represents that it shall retain the necessary mechanisms to read
30 days written notice to the other party. Client shall pay Earth Tech for all Services, the electronic media,which Client acknowledges to be of only limited duration. Client
including profit relating thereto,rendered prior to termination,plus any expenses of agrees to defend,indemnify,and hold harmless Earth Tech from all claims,damages,and
termination. expenses,(including reasonable litigation costs),arising out of such reuse or alteration by
Client or others acting through Client.
In the event either party defaults in its obligations under this Agreement(including
Client's obligation to make the payments required hereunder),the non-defaulting party 14. AMENDMENT. This Agreement,upon execution by both parties hereto,can be
may,after 7 days written notice stating its intention to suspend performance under the amended only by a written instrument signed by both parties.
Agreement if cure of such default is not commenced and diligently continued,and failure
of the defaulting party to commence cure within such time limit and diligently continue, 15. ASSIGNMENT. Except for assignments(a)to entities which control,or are
suspend performance under this Agreement controlled by,the parties hereto or(b)resulting from operation of law,the rights and
obligations of this Agreement cannot be assigned by either party without written
6. OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs permission of the other party. This Agreement shall be binding upon and inure to the
prepared by Earth Tech is supplied for the general guidance of the Client only. Since benefit of any permitted assigns.
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 16. STATUTES OF LIMITATION. To the fullest extent permitted by law,parties
costs to Client. agree that,except for claims for indemnification,the time period for bringing claims
under this Agreement shall expire one year after Project completion.
7. RELATIONSHIP WITH CONTRACTORS. Earth Tech shall serve as Client's
professional representative for the Services,and may make recommendations to Client 17. DISPUTE RESOLUTION. Parties shall attempt to settle disputes arising under
concerting actions relating to Client's contractors,but Earth Tech specifically disclaims this agreement by discussion between the parties senior representatives of management.
any authority to direct or supervise the means, methods, techniques, sequences or If any dispute can not be resolved in this manner,within a reasonable length of time,
procedures of construction selected by Client's contractors. parties agree to attempt non-binding mediation or any other method of alternative dispute
resolution prior to filing any legal proceedings. In the event any actions are brought to
8. CONSTRUCTION REVIEW. For projects involving construction, Client enforce this Agreement,the prevailing party shall be entitled to collect its litigation costs
acknowledges that under generally accepted professional practice,interpretations of from the other party.
construction documents in the field are normally required, and that performance of
construction-related services by the design professional for the project permits errors or 18. NO WAIVER. No waiver by either party of any default by the other party in the
omissions to be identified and corrected at comparatively low cost. Client agrees to hold performance of any particular section of this Agreement shall invalidate any other section
Earth Tech harmless from any claims resulting from performance of construction-related of this Agreement or operate as a waiver of any future default,whether like or different in
services by persons other than Earth Tech. character.
9. INSURANCE. Earth Tech will maintain insurance coverage for Professional, 19. NO THIRD-PARTY BENEFICIARY. Nothing contained in this Agreement,nor
Comprehensive General,Automobile,Worker's Compensation,and Employer's Liability the performance of the parties hereunder,is intended to benefit,nor shall inure to the
in amounts in accordance with legal,and Earth Tech's business requirements.Certificates benefit of,any third party,including Client's contractors,if any.
evidencing such coverage will be provided to Client upon request.Forprojects involving
construction,Client agrees to require its construction contractor,if any,to include Earth 20. SEVERABILITY. The various terms,provisions and covenants herein contained
Tech as an additional insured on its policies relating to the Project. Earth Tech's shall be deemed to be separate and severable,and the invalidity or unenforceability of
coverages referenced above shall,in such case,be excess over contractor's primary any of them shall not affect or impair the validity or enforceability of the remainder.
coverage.
21. AUTHORITY. The persons signing this Agreement warrant that they have the
10.HAZARDOUS MATERIAL. Hazardous materials may exist at a site where there authority to sign as,or on behalf of,the party for whom they are signing.
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 L:\WORKWDMIN\AGREE\SAVE\WaterlooTC.doc July 2001
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