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HomeMy WebLinkAboutAECOM-Professional Services Agreement-11.19.2009 /" :�0M OM 501AE Street 319 232 6531 tel ` 501 Sycamore319 232 0271 fax Suite 222 Waterloo,Iowa 50703 www.aecom.com PROFESSIONAL SERVICES AGREEMENT PROJECT NAME: Dry Run Creek Watershed Sanitary Sewer Evaluation City of Waterloo, Iowa (Project) This Agreement is by and between Client City of Waterloo (Client) 715 Mulberry 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 APPROV FOR AECO HNICAL RVICES, INC. By f B Printed Name Timothy J. Hurley Printed Name Joe A. Becker Title Mayor Title Vice President Date 11 12-?? io Date // / ye) 7 s A=COM Page 2 PART I EARTH TECH'S RESPONSIBILITIES A. PROJECT DESCRIPTION This project is described as an evaluation of the future sanitary sewer system to serve the upper Dry Run Creek basin. The study will evaluate proposed sanitary sewer improvements to serve the Dry Run Creek basin upstream of San Marnan Drive to redirect future flows from the existing sewer system in the Ninth Street corridor. Alternative sanitary sewer alignments and/or pumping station locations will be included in the study. B. SCOPE OF SERVICES The work to be performed by the Consultant will include work, materials, equipment and supplies necessary to provide the services described in the following tasks: 1. Sanitary Sewer Flow Projections. The Dry Run Creek basin will be divided into subbasins for establishing possible service areas for gravity sanitary sewer service. Flow projections will be prepared for the subbasirs based on proposed land use and coordinated with the Master Plan for the Business Park and the detention basin modeling in the Dry Run Creek basin. 2. Existing Sewer Capacity. Capacities of the existing sanitary sewers in the vicinity of the study area will be reviewed and compiled using existing records. Potential connection points for development in the Dry Run Creek basin will be identified and coordinated with the capacity limits of the existing system. Existing problem areas will also be identified, and the impacts of any additional flows from the Dry Run Creek basin will be considered. 3. Alternative System and Alignments. Alignments for gravity sewers and/or pumping stations for serving the Dry Run Creek basin will be considered and evaluated. Cost estimates, potential phasing options and schedules for the alternatives will be included in the considerations and presented in the report. 4. Final Report. A final report will be prepared summarizing the information compiled for the sanitary sewer service for the Upper Dry Run Creek basin evaluation. The report will include mapping to show the general alignments of the recommended alternatives and sizing of the various sewers in the Dry Run Creek basin system. The recommended alternative will be presented along with the economic and non-economic factors involved in the selection. 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. A=COM Page 3 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. PART III COMPENSATION, BILLING, AND PAYMENT Client shall pay ATS for the Services in accordance with the following: A. COMPENSATION Compensation for the above 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 estimated compensation is Fifteen Thousand Dollars ($15,000.00). B. BILLING AND PAYMENT ATS may bill the Client monthly for services completed at the time of billing, with net payment due in 20 days. Past due invoices will be subject to a service charge at the rate of 1%per month per request by ATS. Unless Client provides ATS with e 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\WatDryRunCreekSS.doc 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 profession manifests or forms in connection with transportation, storage and disposal of at the time and within the locality where the Services are performed. Professional hazardous materials resulting from the site or work on the site or shall authorize services are not subject to,and ATS can not provide,any warranty or guarantee, ATS to execute such documents as Client's agent. Client waives any claim against express or implied,including warranties or guarantees contained in any uniform ATS and agrees to defend,indemnify,and save ATS harmless from any claim or commercial code. Any such warranties or guarantees contained in any purchase liability for injury or loss arising from ATS's discovery of unanticipated hazardous orders,requisitions or notices to proceed issued by Client are specifically objected materials or suspected hazardous materials. to. 11. INDEMNITY.ATS agrees to defend,indemnify and save harmless the Client, 2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is its agencies,agents,employees and assignees from all claims and liabilities due to based on facts known at the time of execution of this Agreement, including, if design error,omission or negligent act of ATS,its members,agents,stockholders applicable,information supplied by Client. For some projects involving conceptual or employees in connection with performance of this Agreement. or process development services,scope may not be fully definable 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 any authority or responsibility for general job site safety and safety of persons other purpose other than that for which such documents or deliverables were originally than ATS employees. prepared, or alteration of such documents or deliverables without written verification or adaptation by ATS for the specific purpose intended,shall be at the 4. DELAYS. If events beyond the control of Client or ATS,including, but not Client's risk. Further,all title blocks and the engineer's seal,if applicable,shall be limited to,fire,flood,explosion,riot,strike,war,process shutdown,act of God or removed if and when Client provides deliverables in electronic media to another the public enemy,and act or regulation of any government agency,result in delay entity. Client agrees that relevant analyses, findings and reports provided in to any schedule established in this Agreement,such schedule shall be amended to electronic media shall also be provided in"hard copy"and that the hard copy shall the extent necessary to compensate for such delay. In the event such delay govern in the case of a discrepancy between the two versions,and shall be held as exceeds 60 days, ATS shall be entitled to an equitable adjustment in the official set of drawings,as signed and sealed. Client shall be afforded a period compensation. 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 result of this process,ATS shall 5. TERMINATION/SUSPENSION. Either party may terminate this Agreement be advised and the inconsistency shall be corrected at no additional cost to Client. upon 30 days written notice to the other party. Client shall pay ATS for all Following the expiration of this 30-day period,Client shall bear all responsibility for Services,including profit relating thereto,rendered prior to termination,plus any the care,custody and control of the electronic media. In addition,Client represents expenses of termination. that it shall retain the necessary mechanisms to read the electronic media,which Client acknowledges to be of only limited duration. Client agrees to defend, In the event either party defaults in its obligations under this Agreement(including indemnify, and hold harmless ATS from all claims, damages, and expenses, Client's obligation to make the payments required hereunder),the non-defaulting (including reasonable litigation costs),arising out of such reuse or alteration by party may,after 7 days written notice stating its intention to suspend performance Client or others acting through Client. under the Agreement if cure of such default is not commenced and diligently continued,and failure of the defaulting party to commence cure within such time 14. AMENDMENT. This Agreement,upon execution by both parties hereto,can limit and diligently continue,suspend performance under this Agreement. be amended only by a written instrument signed by both parties. 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 claims professional representative for the Services,and may make recommendations to 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,interpretations other method of alternative dispute resolution prior to filing any legal proceedings. of construction documents in the field are normally required,and that performance In the event any actions are brought to enforce this Agreement,the prevailing party of construction-related services by the design professional for the project permits shall be entitled to collect its litigation costs from the other party. errors or omissions to be identified and corrected at comparatively low cost. Client agrees to hold ATS harmless from any claims resulting from performance of 18. NO WAIVER. No waiver by either party of any default by the other party in the construction-related services by persons other than ATS. performance of any particular section of this Agreement shall invalidate any 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,nor Liability in amounts in accordance with legal,and ATS's business requirements. the performance of the parties hereunder,is intended to benefit,nor shall inure to Certificates evidencing such coverage will be provided to Client upon request. For the benefit of,any third party,including Client's contractors,if any. projects involving construction,Client agrees to require its construction contractor, if any,to include ATS as an additional insured on its policies relating to the Project. 20. SEVERABILITY. The various terms, provisions and covenants herein ATS's coverages referenced above shall, in such case, be excess over contained shall be deemed to be separate and severable,and the invalidity or 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 the agree that the discovery of unanticipated hazardous materials constitutes a 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 acknowledges L:\WORK\ADMINWGREE\SAVE\WaterlooTC.doc Dec 2008 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 e'c) "*-