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HomeMy WebLinkAboutSERVICE AGREEMENT - EARTHTECH - RESOLUTION 2008-637 o - '37 EarthTech 501 Sycamore Street P 319.232.6531 Suite 222 F 319.232.0271 A tliCO International Ltd.Company Waterloo, IA 50703 www.earthtech.com PROFESSIONAL SERVICES AGREEMENT PROJECT NAME: Storage Building Water Pollution Control Facility City of Waterloo,Iowa This Agreement is by and between Client City of Waterloo 715 Mulberry Street Waterloo,Iowa 50703 and, Earth Tech 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 execution of this 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 By ✓ �- By Printed Name p ►1r• HU.-C 1 e y _ Printed ame Joe Becker Title 4110'C Title Vice President Date 1- of 48 - ° ir Date July 23,2008 PART I EARTH TECH'S RESPONSIBILITIES A. Project Description The project is described as a new storage building at the Water Pollution Control Facility(WPCF)for the City of Waterloo,Iowa. The project is more specifically defined as a pre-engineered building approximately 10,000 square feet for the storage of trucks,pumps and equipment at the WPCF. The building will have six overhead doors,one walk-in door,the walls and ceiling will be insulated,the floor will be Portland cement concrete, and include restroom facilities. The WPCF will provide the heating, ventilation, electrical and plumbing for the building. B. Scope of Services Services to be provided under this Agreement include survey,architectural,civil and structural design. The Scope of Services is further defined by the following tasks: 1. Data Collection. This task consists of the collection of existing data applicable to this project, including a site survey. As part of this task, a meeting will be scheduled with the WPCF staff to refine the requirements of this storage building. 2. Subsurface Investigation. This task consists of the review of previous subsurface information and the investigation, testing and analysis of the materials below the surface in order to determine condition and acceptability for design and construction of the proposed improvements. This task anticipates existing subsurface information is adequate for the project. Additional information, if required,would be provided by the Client. 3. Design Documents. This task consists of the preparation of the final bid documents for this project. The design will include architectural, structural and civil. This task includes the preparation of the following: a. Title Sheet b. Site Plan c. Building Elevations d. Footing and Floor Plan e. Foundation Details f. Building Section g. Plumbing and Restroom Plans and Details 4. Project Specifications. This task consists of the preparation of specifications for the project. Specifications will be prepared in compliance with current City of Waterloo standards. The specifications will be in compliance with local code requirements in effect at the time the specifications are prepared. 5. Estimate of Probable Construction Cost. This task consists of the preparation of an estimate of construction costs based upon the plans and specifications. This statement of probable construction -2- cost prepared by the Consultant represents the Consultant's best judgment as a design professional at the time the estimate is drawn. 6. Quality Review. This task consists of the quality review of the design of the work elements on the project. During the course of this project, quality reviews will be conducted by senior technical personnel that are not directly involved in the project. 7. Bid Assistance. This task consists of assisting the Client in advertising for and receiving bids, answering bid document questions from bidders, preparing and issuing any required addenda, analyzing the bids received and preparing a recommendation to the Client for award of contract. 8. Project Administration. This task consists of office administration and coordination of the project. Interoffice meetings, general day-to-day administrative responsibilities, and typing of interoffice memoranda and minutes of meetings are included in this task. This task also includes preparation of up to 20 sets of contract documents for distribution to the Client,plan rooms,suppliers and potential bidders. Construction-Related Services The scope of construction-related services will be determined at the time the services are needed and defined under a future amendment to this Agreement. Construction-related services include construction staking,on- site field review,materials testing and contract administration during construction. 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 necessary information/reports, all of which Earth Tech 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 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. -3- PART III COMPENSATION,BILLING,AND PAYMENT Client shall pay Earth Tech for the Services in accordance with the following: A. COMPENSATION Compensation for the 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 compensation for the services shall not exceed Twenty Thousand Dollars($20,000.00)without authorization from the Client. B. BILLING AND PAYMENT Earth Tech may bill the Client monthly for services completed at the time of billing,with net payment due in 30 days. Unless Client provides Earth Tech 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\ADMIN\AGREE\FROF\W atW WPCFStorageBldg.doc -4- E ' PART IV STANDARD TERMS AND CONDITIONS 1. STANDARD OF CARE. Services shall be performed in accordance with the and agrees to defend,indermify,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 notices to proceed issued by Client are specifically objected to. 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 information supplied by Client. For some projects involving conceptual or process for 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 prepared,or alteration of such documents or deliverables without written verification or be 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 patty 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 concerning 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 services by persons other than Earth Tech. in 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 amomts 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. For projects 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