HomeMy WebLinkAboutAECOM-4/18/2016ACOM
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Watertoo, towa 50703
www.aecomcom
DIFFUSER WING DIKE IMPROVEMENTS
WATER POLLUTION CONTROL FACILITY
CITY OF WATERLOO, IOWA
PROFESSIONAL SERVICE AGREEMENT
This Agreement is made and entered by and between AECOM Technical Services, Inc., 501
Sycamore Street, Suite 222, Waterloo, Iowa, hereinatter referred to as "ATS" and City of Waterloo,
Iowa, hereinafter referred to as "CLIENT."
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as
follows:
SCOPE OE SERVICES
ATS shall perform professional Services (the "Services") in connection with CLIENTs facilities
in accordance with the Scope of Services set forth in Exhibit A attached hereto.
ATS'S RESPONSIBILITIES
ATS shall, subject to the terms and provisions of this Agreernent:
(a) Appoint one or more individuals who shall be authorized to act on behalf ot ATS and
with whom CLIENT may consult at all reasonable tirnes, and whose instructions,
requests, and decisions will be binding upon ATS as to all matters pertaining to this
Agreement and the pertormance of the parties hereunder.
(b) Use all reasonable efforts to complete the Services within the time period mutually
agreed upon, except for reasons beyond its control.
(c) Perform the Services in accordance with generally accepted professional engineering
standards in existence at the time of performance of the Services. If during the two
year period following the completion of Services, it is shown that there is an error in
the Services solely as a result of ATS's failure to meet these standards, ATS shall re-
perform such substandard Services as may be necessaty to remedy such error at no
cost to CLIENT. Since ATS has no control over Iocal conditions, the cost of labor and
materials, or over competitive bidding and market conditions, ATS does not guarantee
the accuracy of any construction cost estimates as compared to contractor's bids or
the actual cost to the CLIENT. ATS makes no other warranties either express or
implied and the parties' rights, Iiabilities, responsibilities and remedies with respect to
the quality of Services, including claims alieging negligence, breach of warranty and
breach of contract, shall be exclusively those set forth herein.
(d) ATS shall, if requested in writing by CLIENT, for the protection of CLIENT, require
from all vendors and subcontractors from which ATS procures equipment, materials
or services for the project, guarantees with respect to such equipment, materials and
services. All such guarantees shall be made available to CLIENT to the full extent of
the terms thereof. ATS's Iiability with respect to such equipment, and materials
obtained from vendors or services from subcontractors, shall be Iimited to procuring
guarantees from such vendors or subcontractors and rendering all reasonable
assistance to CLIENT tor the purpose of enforcing the same.
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(e) ATS will be providing estimates at costs to the CLIENT covering an extended period
of time. ATS does not have control over any such oosts, including, but not Iimited to,
costs ot labor, material, equipment or services furnished by others or over competitive
bidding, marketing or negotiating conditions, or construction contractors' methods ot
determining their prices. Accordingly, it is acknowledged and understood that any
estimates, projections or opinions ot probable projeot costs provided herein by ATS
are estimates only, made on the basis ot ATS's experience and represent ATS's
reasonable judgment as a qualified protessional. ATS does not guaranty that
proposals, bids or actual project costs will not vary from the opinions ot probable costs
prepared by ATS, and the CLIENT waives any and all claims that it may have against
ATS as a result of any such variance.
111. CLIENT'S RESPONSIBILITIES
CLIENT shall at such times as may be required tor the successful and expeditious completion
ot the Services;
(a) Provide aII criteria and intormation as to CLIENT'S requirements; obtain alI necessary
approvals and permits required from all governmental authorities having jurisdiction
over the project; and designate a person with authority to act on CLIENT's behalt on
all matters concerning the Services.
(b) Furnish to ATS all existing studies, reports and other available data pertinent to the
Services, and obtain additional reports, data and services as may be required for the
project. ATS shall be entitled to rely upon all such information, data and the results ot
such other services in performing its Servioes hereunder.
IV. INDEMNIFICATION
ATS agrees to indemnify and hold harmless CLIENT from and against any and all suits,
actions, damages, Ioss, Iiability or costs (including, without limitation, reasonable attorneys'
fees directly related thereto) tor bodily injury or death of any person or damage to third party
property if and to the extent arising from the negligent errors or omissions or willful misconduct
ot ATS during the pertormance of the Setvices hereunder.
V. INSURANCE
Commencing with the performance ot the Services, and continuing until the earlier ot
acceptance of the Services or termination of this Agreement, ATS shall maintain standard
insurance policies as foliows:
(a) Workers' Compensation and/or all other Social Insurance in accordance with the
statutory requirements ot the state having jurisdiction over AT&s employees who are
engaged in the Services, with Employer's Liability not Iess than One Hundred
Thousand Dollars ($1 00,000) each accident;
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(b) Comrnercial General Bodily Injury and Property Damage Liability and Automobile
Iiability insurance including (owned, non -owned, or hired), eaoh in a combined single
fimit of One Mililon Dollars ($1 ,000000) each occurrence tor bodily injury and property
damage Iiability. This polioy ineludes Contractual Liability coverage. ATS agrees to
name CLIENT as Additional Insured on this policy, but only to the extent ot ATSs
negligence under this Agreement and only to the extent of the insurance Iimits
specified herein.
(c) Protessional Liability lnsurance with limits ot $1 000,000 per claim and in the
aggregate covering ATS against all sums which ATS may become legally obligated to
pay on account ot any professional Iiability arising out of the performance of this
Agreement.
ATS agrees to provide CLIENT with certiticates of insurance evidencing the above described
coverage prior to the start ot Services hereunder and annually thereatter it required. ATS shall
provide prompt notice to the CLIENT in the event of cancellation, material change, or non-
renewal per standard ISO Acord Form wording and the policy provisions.
VI. COMPENSATION AND TERMS OF PAYMENT
Compensation tor the services shall be on an hourly basis in accordance with the hourly
tees and other direct expenses in ettect at the time the services are performed. Total
compensation tor the services is a not to exceed fee of Seventy -Five Thousand and noIlOO
Dollars ($75,000.O0).
ATS may biII the CLIENT monthly tor services completed at the time ot billing. CLIENT
agrees to pay ATS the fuJI amount of such invoice within thirty (30) days after receipt thereof.
In the event CLIENT disputes any invoice item, CLIENT shall give ATS written notice of suoh
disputed item within ten (10) days after receipt of invoice and shall pay to ATS the undisputed
portion ot the invoice according to the provisions hereof. CLIENT agrees to abide by any
applicable statutory prompt pay provisions currently in etfect.
VIl. TERMINATION
CLIENT may, with or without cause, terminate the Services at any time upon fourteen (14)
days written notice to ATS. The obligation to provide turther Services under this Agreernent
may be terminated by either party upon fourteen (14) days' written notice in the event ot
substantial tailure by the other party to perform in accordance with the terms hereof through no
tault of the terminating party, providing such detaulting party has not cured such tailure, or, in
the event of a non -monetary default, commenced reasonable actions to eure such tailure. In
either case, ATS will be paid for alI expenses incurred and Services rendered to the date of the
termination in accordance with compensation terms ot Article VI.
VIII. OWNERSHIP OF DOCIJMENTS
(a)
Sealed original drawings, specifications, final project specitic calculations and other
instruments of service which ATS prepares and delivers to CLIENT pursuant to this
Agreement shall become the property of CLIENT when ATS has been compensated
tor Services rendered. CLIENT shall have the right to use such instruments ot service
solely for the purpose of the construction, operation and maintenance of the Facilities.
Any other use or reuse ot original or altered tiles shall be at CLIENT's sole risk
without Iiability or legal exposure to ATS and CLIENT agrees to release, detend and
hold ATS harmless trom and against all claims or suits asserted against ATS in the
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event such documents are used for a purpose different than originally prepared even
though such claims or suits may be based on allegations of negligence by ATS.
Nothing contained in this paragraph shall be construed as limiting or depriving ATS of
its rights to use its basic knowledge and skills to design or carry out other projects or
work for itself or others, whether or not such other projects or work are similar to the
work to be performed pursuant to this Agreement.
(b) Any files delivered in electronic medium may not work on systems and software
different than those with which they were originally produced and ATS makes no
warranty as to the oompatibihty of these files with any other system or software.
Because of the potential degradation of electronic medium over time, in the event of a
conflict between the sealed original drawings and the electronic files, the sealed
drawings will govern.
IX. MEANS AND METHOOS
(a) ATS shall not have control or charge of and shall not be responsible for construction
means, methods, techniques, sequences or procedures, or for safety measures and
programs including enforcement of Federal and State safety requirements, in
connection with construction work pertormed by CLIENT's construction contractors.
Nor shall ATS be responsible for the supervision of CLIENT's construction
contractors, subcontractors or of any of their employees, agents and representatives
of such contractors; or for inspecting machinery, construction equipment and tools
used and employed by contractors and subcontractors on CLIENT's construction
projects and shall not have the right to stop or reject work without the thorough
evaluation and approval of the CLIENT. In no event shall ATS be Iiable for the acts or
omissions of CLIENT's construction contractors, subcontractors or any persons or
entities performing any of the construction work, or for the failure of any of them to
carry out construction work under contracts with CLIENT.
(b) In order that ATS may be fully protected against such third party claims, CLIENT
agrees to obtain and maintain for the benefit of ATS the same indemnities and
insurance benefits obtained for the protection of the CLIENT from any contractor or
subcontractor working on the project and shall obtain from that
contractor/subcontractor insurance certificates evidencing ATS as an additional
named insured.
X. INDEPENDENT CONTRACTOR
ATS shall be an independent contractor with respect to the Services to be performed
hereunder. Neither ATS nor its subcontractors, nor the employees of either, shall be deemed
to be the servants, employees, or agents of CLIENT.
XI. PRE-EXISTING CONDITIONS
Anything herein to the contrary notwithstanding, title to, ownership of, Iegal responsibility and
Iiability for any and all pre-existing contamination shall at all times remain with CLIENT. "Pre-
existing contamination" 15 any hazardous or toxic substance present at the site or sites
concerned which was not brought onto such site or sites by ATS. CLIENT agrees to release,
defend, indemnify and hold ATS harmless from and against any and all Iiability which may in
any manner arise in any way directly or indirectly caused by such pre-existing contamination
except if such Iiability arises from ATS's sole negligence or willful misconduct.
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CLIENT shall, at CLIENT's sole expense and risk, arrange for handling, storage,
transportation, treatment and dehvery for disposal of pre-existing contamination. CLIENT shall
be solely responsible for obtaining a disposal site for such material. CLIENT shall look to the
disposal facility and/or transporter for any responsibility or Ilability arising from improper
disposal or transportation of such waste. ATS shall not have or exert any control over CLIENT
in CLIENT'S obligations or responsibilities as a generator in the storage, transportation,
treatment or disposal of any pre-existing contamination. CLIENT shall complete and execute
any governmerttally required forms relating to regulated activities including, but not Iimited to
generation, storage, handling, treatment, transportation, or disposal of pre-existing
contamination. In the event that ATS executes or completes any governmentally required
forms relating to regulated activities including but not Iimited to storage, generation, treatment,
transportation, handling or disposal of hazardous or toxic materials, ATS shall be and be
deemed to have acted as CLIENT's agent.
For ATSs Services requiring drilling, boring, excavation or soils sampling, CLIENT shall
approve selection of the contractors to perform such services, all site Iocations, and provide
ATS with all necessary information regarding the presence of underground hazards, utilities,
structures and conditions at the site.
XII. LIMITATION OF LIABILITY
CLIENT agrees that ATS's Iiability for the act, error or omission in its performance of services
under this Agreement shall in no event exceed the amount of the total compensation received
by ATS. It is intended by the parties to this Agreement that ATS's services in connection with
the project anticipated herein shall not subject ATS's individual employees, officers, or
directors to any personal Iegal exposure for the risks associated with this project.
XIII. DISPUTE RESOLUTION
If a dispute arises out of, or relates to, the breach of this Agreement and if the dispute cannot
be settled through negotiation, then ATS and the CLIENT agree to submit the dispute to
mediation. In the event ATS or the CLIENT desires to mediate any dispute, that party shall
notify the other party in writing of the dispute desired to be mediated. 11 the parties are unable
to resolve their differences within 10 days of the receipt of such notice, such dispute shall be
submitted for mediation in accordance with the procedures and rules of the American
Arbitration Association (or any successor organization) then in effect. The deadline for
submitting the dispute to mediation can be changed 1 the parties mutually agree in writing to
extend the time between receipt of notice and submission to mediation. The expenses of the
mediator shall be shared 50 percent by ATS and 50 percent by the CLIENT. This requirement
to seek mediation shall be a condition required before filing an action at Iaw or in equity.
However, prior to or during the negotiations or the mediation either party may initiate litigation
that would otherwise be barred by a statute of Iimitations, and ATS may pursue any property
Iiens or other rights it may have to obtain security for the payment of its invoices.
XIV. MISCELLANEOUS
(a) This Agreement constitutes the entire agreement between the parties hereto and
supersedes any oral or written representations, understandings, proposals, or
communications heretofore entered into by or on account of the parties and may not
be changed, modified, or amended except in writing signed by the parties hereto. In
the event of any conflict between this contract document and any of the exhibits
hereto, the terms and provisions of this contract document shall controi. In the event
of anyconflict among the exhibits, the exhibit of the Iatest date shall control.
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(b) This Agreement shall be governed by the laws of the State of Iowa.
(c) ATS may subcontract any portion of the Services to a subcontractor approved by
CLIENT. In no case shall CLIENT's approval of any subcontract relieve ATS of any of
its obligations under this Agreement.
(d) In no event shall either party be liable to the other for indirect or consequential
damages, including, but not limited to, loss of use, loss of profit or interruption of
business, whether arising in contract, tort (including negligence), statute, or strict
liability.
(e) In the event CLIENT uses a purchase order form to administer this Agreement, the
use of such form shall be for convenience purposes only, and any typed provision in
conflict with the terms of this Agreement and all preprinted terms and conditions
contained in or on such forms shall be deemed stricken and null and void.
(f) This Agreement gives no rights or benefits to anyone other than CLIENT and ATS and
does not create any third party beneficiaries to the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year written
below.
APPROVED FOR CITY OF WATERLOO APPROVED FOR AECOM TECHNICAL ES, INC.
By: i u�L,z By:
Printed Name: Quentin Hart Printed Name: Douglas W. Schindel
Title: Mayor Title: Associate Vice President
Date: ') /19 /A6 I to Date: April 29. 2016
DIFFIJSER WING DIKE IMPROVEMENTS
WATER POLLUTION CONTROL FACILITV
CITY OF WATERLOO, IOWA
EXHIBIT A
A. PROJECT DESCRIPTION
The project consists of design, permitting and bidding services for the Diffuser Wing Dike
Improvements at the Water Pollution Control Facility (WPCF) discharge into the Cedar Fliver. The
existing diffuser was constructed nearly 20 years ago and has been in continuous operation since
that time. When the diffuser was originally installed, it extended across the entire river. Since that
time, the river has eroded past the downstream end of the diffuser (east side manhole) aflowing
some flow to bypass around the diffuser. The purpose of this project is to construct a wing dike
on the eroded side of the river to protect the existing diffuser and restore its full operational
capabilities during Iow and average river flow conditions.
The project will consist of buflding a wing dike constructed from riprap from the east side diffuser
manhole to the river bank on the Evansdale side and installing river bank protection consisting of
riprap over engineering fabric. A temporary access road will also be constructed on the
Evansdale side of the river as needed for construction. Project permitting wifl be required through
the United States Army Corps of Engineers (USACE) and Iowa Department of Natural Resources
(Iowa DNR).
B. SCOPE OF SERVICES
The Scope of Services will include all detailed work, materials, equipment, personnel and supplies
necessary to provide design, preparation of permits and bidding services for this project. The
Scope of Services is further defined as foliows:
Design Services
Task 1 - Kickoff Meetinq. Conduct a project kickoff meeting with WPCF staff to review project
Scope of Services, objectives and goals.
Task 2 - Desiqn Survev. Complete data collection and design survey of the area, including the
river bottom in the Iocation of the wing dike. Prepare base mapping information.
Task 3 - Proiect Desiqn Elements. Complete design of wing dike, river bank protection and
temporary access road.
Task 4 - Development of Construction Plans and Project Manual. Prepare draft contract
documents, including drawings and project manual, necessary to receive competitive bids to
construct the proposed wing dike and associated items.
Task 5 - USACE Permit Applications and Aqency Coordination. Coordinate with the USACE for
Section 404 review and permitting. The coordination will include developing and submitting the
required Joint App!ication forms and supporting information. (Based on a preliminary review of
the National Wetlands lnventory for the project area, it does appear wetlands are present and will
be impacted as part of the project construction. The majority of the impacts will be temporary in
nature and associated with the access road to the wing dike site. It is assumed that since the
impacts are temporary, the USACE wHlI not require wetland mitigation or delineation. However, if
the USACE determines that mitigation or delineation is needed, a supplementa! agreement would
be prepared.)
Task 6 - Wetland lnvestiqation. Based on the preliminary review of the National Wetlands
Inventory, wetlands are present and will be impacted as part of the construction project. R is not
believed a detai!ed wetland delineation wiH be required; however, a catalog of the existing species
Iocated in the impact areas will be made prior to constructiori activities. This wUl be used during
the wetland restoration portion 01 the project.
Task 7 - F-Ivdraulic Modelinq. This task includes review of the duplicate effective model for the
current Black Hawk County Flood Insurance Study. This model will be updated based on the
proposed wing dike in-p!ace. It is assumed a no -rise condition for the 100 -year water surtace
elevation will be achieved. 11 this 16 not possible, a Conditional Letter of Map Revision (CLOMR)
and Letter af Map Revision (LOMR) would need to be completed and approved by FEMA. 11 this
is required, a supplemental agreement will be developed to include this task.
Task 8 - Iowa DNR Perniit Applications and Acjencv Coordination. This task inoludes coordination
with the Iowa Department 01 Natural Resources (IDNR) for flood plain and Sovereign Lands
permitting. The coordination will include developing and submitting the Joint Application and
IDNR permit forms and required supporting information. This task will also include preparation 01
the NPDES General Permit No. 2 application forms for the City 01 Waterloo and preparation of the
Storm Water Pollution Protection PIan (SWPPP).
Task 9 - Estimate of Probable Costs. Prepare an estimate 01 probable costs based on the
contract documents.
Task 10 - WPCF Review 01 Contract Documents. Submit contract documents for review by
WPCF staff. Make appropriate changes for final contract documents.
Task 11 - Complete Final Contract Documents. Finalize contract documents for bidding per
comments from USACE, Iowa DNR and WPCF staff.
Task 12 - Prepare Temporary Easement Documents. Prepare temporary easement documents
for constructjon access road and river bank activities.
Bidding Services
Task 13 - Preparation and Distribution of Contract Documents. Prepare contract document sets
for distribution to plan house and potential bidders. Prepare 1 ive sets of paper copies of the
contract documents for WPCF staff.
Task 14 - Respond to Bidders Questions. Respond to questions that bidders may have regarding
the project. Prepare addenda as needed for project.
Task 15 - Attend Bid Oreninq. Attend bid opening, review bids, prepare bid tabulation and make
recommendation to the City.
Project Administration and Meetings
Task 16 - Project Administration. This task includes project administration and coordination
throughout the project.
Task 17 - Project Meetinqs. One meeting with USACE and one meeting with Iowa DNR are
anticipated for the project. One meeting with Evansdale is anticipated regarding project access
and coordination. Two meetings with the WPCF staff specific to this project are included.
Constructjon-Related Services
The scope of construction -related services will be completed at the time the services are needed
and defined under a future amendment to this agreement. Construction -related services include
on-site fie!d review, materials testing and contract administration during construction.
0MdniinistrationkAGREE\pfloyqt Diffuser Wing Dike Improvements.doc