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HomeMy WebLinkAboutKirkham Michael & Associates, Inc-1/23/2012AGREEMENT FOR PROFESSIONAL SERVICES Supplemental Agreement No. 3 WEST SHAULIS ROAD EXTENSION IN WATERLOO, IOWA STP -U-8155(696)--70-07 KM 0611638 Pease return this copy to: City Clerk & Finance Department 715 Mulberry Street Waterloo, IA 50703 ,Le Airrte If13��9— WHEREAS, the City of Waterloo Iowa, a municipal corporation organized and existing pursuant to the laws of the State of Iowa, hereinafter referred to as the "CITY," has an Agreement for Professional Services in connection with the design of the West Shaulis Road Extension STP -U- 8155(696)--70-07, hereinafter called the "PROJECT" with Kirkham Michael & Associates, Inc., Roger Helgoth, P.E., President, 12700 West Dodge Road, Omaha, NE, hereinafter referred to as the "CONSULTANT,"; and WHEREAS, said Agreement was approved by the CITY on June 4, 2007, hereinafter called the BASE AGREEMENT; and WHEREAS, the CITY has entered into a Supplemental Agreement Number 1 with the CONSULTANT to provide construction engineering services for Phase 1 of the West Shaulis Road Extension (STP -U-8155(696)--70-07) for West Shaulis Road from Hoff Road to Ansborough Avenue, said agreement having been approved by the CITY on July 28, 2009; and WHEREAS, the CITY has entered into a Supplemental Agreement Number 2 with the CONSULTANT to provide final design engineering services for Phase 2 of the West Shaulis Road Extension (STP -U-8155(71 I)--70-07) for West Shaulis Road from Ansborough Avenue to Iowa Highway 21 and for Ansborough Avenue from West Shaulis Road to U.S. Highway 20, said agreement having been approved by the CITY on March 8, 2010; and WHEREAS, the Iowa Department of Transportation, hereinafter referred to as the "STATE", and CITY have entered into a Statewide Transportation Improvement Program for the West Shaulis Road Extension (STP -U-8155(711)--70-07); and WHEREAS, the CITY is desirous of obtaining additional services required for construction phase services for Phase 2 of the project, from Ansborough Avenue to Iowa Highway 21 and for Ansborough Avenue from West Shaulis Road to U.S. Highway 20 included in Project No. STP -U- 8155(711)-70-07; and WHEREAS, the CONSULTANT being a corporation organized and existing under the laws of the State of Nebraska, and being duly authorized to do business in the State of Iowa; and WHEREAS, the CONSULTANT is willing to perform the professional services for the CITY in accordance with the terms of the original agreement, as supplemented herein, and warrants that it is in compliance with Iowa statutes relating to the licensure of Professional Engineers, NOW, THEREFORE, IT IS MUTUALLY AGREED that the Supplemental Agreement No. 3 for additional Professional Services for the PROJECT amends the BASE AGREEMENT and previous supplemental agreements by: 1. ARTICLE 2 — SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS of the BASE CONTRACT is supplemented to read as follows: 2.1.4 SERVICES TO BE PROVIDED BY CONSULTANT Detailed Scope of Services for Supplemental Agreement No. 3 shall be as stipulated in Attachment No. SA3 to this Supplemental Agreement No. 3, which defines the additional services required to provide construction administration and on-site observation during construction of West Shaulis Road from Ansborough Avenue to Iowa Highway 21 and for Ansborough Avenue from West Shaulis Road to U.S. Highway 20. 2. ATTACHMENT C as referenced in ARTICLE 2 — FORM OF COMPENSATION of the BASE AGREEMENT is supplemented to read as follows: 3.1.1.5 FEES FOR SUPPLEMENTAL AGREEMENT NO. 3 The maximum compensation chargeable under the BASE AGREEMENT for the actual costs incurred for direct labor, indirect costs, and other direct costs including reimbursables, but excluding fixed fee is $373,302. The fixed fee is $35,338. Total maximum compensation for the BASE AGREEMENT, including all costs, is $408,640. The maximum compensation chargeable under Supplemental Agreement No. 1 for the actual costs incurred for direct labor, indirect costs, and other direct costs including reimbursables, but excluding fixed fee, is $91,349.00. The fixed fee shall be $8,651.00. Total maximum compensation for Supplemental Agreement No. 1, including all costs, shall be $100,000.00. The maximum compensation chargeable under Supplemental Agreement No. 2 for the actual costs incurred for direct labor, indirect costs, and other direct costs including reimbursables, but excluding fixed fee, is $111,607.15. The fixed fee shall be $13,392.85. Total maximum compensation for Supplemental Agreement No. 2, including all costs, shall be $125,000.00. The maximum compensation chargeable under Supplemental Agreement No. 3 for the actual costs incurred for direct labor, indirect costs, and other direct costs including subconsultants and reimbursables, but excluding fixed fee, is $289,392.53. The fixed fee shall be $27,087.78. Total maximum compensation for Supplemental Agreement No. 3, including all costs except authorized contingency shall be $316,480.31. Contingency for this project shall be set aside above this amount, and reserved for use if requested and authorized in the amount of $25,758.25. 3. ARTICLE 4.7 EXTENSION OF TIME is supplemented to read as follows: ARTICLE 4.7.1 The CONSULTANT shall complete all services outlined in the BASE AGREEMENT and supplemental agreements providing no unforeseen delays are experienced beyond the control of the CONSULTANT. Construction administration and observation services for West Shaulis Road from Ansborough Avenue to Iowa Highway 21 and for Ansborough Avenue from West Shaulis Road to U.S. Highway 20 shall be conducted together with the construction contract, and concluded 60 days after final acceptance of the construction contract. OTHER CONDITIONS OF BASE AGREEMENT It is hereby expressly understood and agreed between the parties that all other terms, provisions, and conditions of said amended BASE AGREEMENT shall continue in full force and effect, and the terms of this Supplemental Agreement No. 3 are hereby incorporated therein and made a part thereof (This page and Exhibit A revised on 08/10/2011) 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this /7 day of 2011. CI r ¢ OF WATERLOO, IOWA on. Mayors -n-- ICHAEL ASSOCI S, INC. c ,. D. ernc'y " Vice President IOWA DEPARTMENT OF TRANSPORTATION Accepted for Authorization* By r �� • Date 1/434-01a Name £4 '"if ' Office ,2fstt Title G%oU;/ lysit/x3 rIS�^ The Iowa DOT is not a party to this agreement. However, by signing this agreement, the Iowa DOT is indicating that the work proposed under this Agreement is acceptable for FHWA authorization of Federal funds. 3 ATTACHMENT SA3 SCOPE OF SERVICES WEST SHAULIS ROAD EXTENSION PROJECT NO: STP -U-8155(696)-70-07 (Engineering) SUPPLEMENTAL AGREEMENT NO. 3 West Shaulis Road Extension Professional Services Proposal Supplemental Agreement No. 3 April, 2011 INTRODUCTION This document presents the consultant team's scope of services for additional engineering and analysis services requested and required for advancement of the West Shaulis Road Extension project from Ansborough Avenue Iowa Highway 21, and Ansborough Avenue from West Shaulis Road to U.S. Highway 20. This additional work is required to provide construction administration and on-site observation during construction of Iowa DOT project STP -U- 8155(711)-70-07. The construction project uses STP Urban funds and local funds. The construction project is being let through the Iowa DOT in the summer of 2011. Construction is anticipated to start approximately one month later, and to extend for approximately 220 working days, or as otherwise set by the Iowa DOT prior to the time of bidding. Services required to complete this scope of work include the following. • Construction Engineering by Kirkham Michael, • Materials Testing, Plant Monitoring, and Vibration Monitoring by Terracon on an as - needed basis, ■ SWPPP administration by Kirkham Michael, and • On-site Construction Observation by Kirkham Michael. Overall budget for the supplement is summarized in Exhibit A at the end of this attachment. SCOPE OF SERVICES – CONSTRUCTION PHASE SERVICES 1. CONSTRUCTION ADMINISTRATION Kirkham Michael staff will serve as Project Engineer for the project (including all applicable responsibilities of that position, per Iowa DOT procedures), and provide on-site observation of construction activities throughout the tern of construction, to the level required to satisfy normal IaDOT requirements. KM will provide observers with appropriate IaDOT certifications for the work being performed, and will assemble and document materials as needed to satisfy federal aid requirements. Proposed services are based upon an estimated 220 working days period of construction, assuming that the contractor will extend through one winter shutdown period. The proposed services assume approximately 1800 hours of observation actually required through the contractor's work period, assuming that full time inspection is required during periods of significant activity, and multiple observers will be required during some concrete pours, and part time inspection will be sufficient for some periods of slow or intermittent activity. Kirkham Michael staff will conduct all on-site concrete testing, and will collect, assemble, and verify all certifications. As part of the on-site observations scope of work, KM staff will provide survey control services to assist the contractor's surveyor, and will provide independent survey for confirmation as Scope of Services - SA3 Page 2 West Shaulis Road Extension Professional Services Proposal Supplemental Agreement No. 3 April, 2011 needed, but will not provide construction survey. Kirkham Michael staff will prepare for, conduct, and follow-up as needed to complete materials and field document audits through the IaDOT, to secure federal funding for items as planned in the contract documents. Construction Administration work will comply with the following standard requirements for City of Waterloo projects. After award of the construction contract, the CONSULTANT shall perform the following construction administration services: 1. Pre -construction Conference: The CONSULTANT shall conduct a pre -construction conference for the project with the Contractor and CITY and all interested parties to review the contract requirements, details of construction, utility conflicts and work schedule. 2. Shop Drawings - The CONSULTANT shall review the Contractor's shop drawings and other required submittals for compliance with the contract documents. 3. The CONSULTANT shall answer design interpretation questions from Engineer, Contractor and review agencies. 4. Contractor Payment Requests - The CONSULTANT shall review and process progress payment applications submitted by the Contractor and, based upon its review of construction progress by on-site observation, shall make a recommendation to the Engineer for payment of the appropriate amount for work completed since the last payment application. 5. Change Orders - The CONSULTANT shall negotiate and prepare change orders for approval of the CITY prior to Contractor's start of work under the change order. 6. During the Construction Services Phase, the CONSULTANT shall confer with the CITY to report project status. 7. During construction, the CONSULTANT will maintain and update storm water protection inspection records, updated plans, and other documentation in accordance with the CITY's procedures, contents of the construction plans and specifications, and applicable requirements of the NPDES permit for the project. CONSULTANT will coordinate with the CITY and with the contractor building the project to monitor, maintain, and update stormwater controls in place on the project; make biweekly and post -precipitation inspections, and update on-site documentation as required. 8. Final Inspection and Punch List; Final Acceptance - The CONSULTANT shall coordinate final inspection and prepare a punch list of items to be completed. On the basis of such inspection, the CONSULTANT shall determine if the project is substantially complete according to the plans and specifications and shall make a recommendation to the Engineer regarding final payment. It is understood that the CITY will accept the project only after recommendation by the CONSULTANT. Scope of Services — SA3 Page 3 West Shaulis Road Extension Professional Services Proposal Supplemental Agreement No. 3 April, 2011 9. If the Contractor exceeds the estimated working days in completing construction of the project, or if change orders or project additions require additional working days, the CONSULTANT will be compensated for administration. construction observation and other related services based on established hourly rates and fixed expenses outlined in EXHIBIT A. 2. CONSTRUCTION OBSERVATION The CONSULTANT shall provide the following Construction Observation services: 1. The CONSULTANT shall cause its design personnel to make periodic visits to the site at intervals appropriate to the stage of construction and not less than daily, or as otherwise agreed by the CITY and CONSULTANT in writing, to provide field observation to ascertain the progress and quality of the work completed and to determine if the work is being performed in accordance with the Contract Documents. However, the CONSULTANT shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work. Construction Observation services do not include responsibility for construction means, controls, techniques, sequences, procedures or safety. 2. Keep a record or log of Contractors activities throughout construction, including notation on the nature and cost of any extra work or changes ordered during construction. 3. If the Contractor requests a waiver of any provisions of the plans and specifications, the CONSULTANT will make a recommendation on the request to the CITY for its determination. No waiver shall be granted if such waiver would serve to reduce the quality of the final product. The CITY shall never be deemed to have authorized the CONSULTANT to consent to the use of defective workmanship or materials. 4. The CONSULTANT will coordinate the acceptance testing and monitoring according to the specifications including the services provided by an independent testing laboratory. 5. Notification of Nonconformance - On the basis of on-site observations as a design professional, the CONSULTANT shall keep the CITY informed of the progress and quality of the Work and shall guard the City against defects and deficiencies in the Work. The CONSULTANT shall notify the CITY of any work which is unsatisfactory, faulty, defective, incomplete or does not conform to the Contract Documents, advise and recommend action required to correct or complete such unsatisfactory, faulty, defective or incomplete work and, at the request of the CITY, see that these recommendations are implemented by the Contractor. 3. MATERIALS TESTING AND PLANT MONITORING Scope of Services — SA3 Page 4 West Shaulis Road Extension Professional Services Proposal Supplemental Agreement No. 3 April, 2011 Concrete lab analysis, soil sampling, and density testing will be provided by an independent lab contracted by the CONSULTANT. Concrete samples will be collected by the CONSULTANT, then provided to the lab for curing, storage, and strength testing. Concrete testing services are based upon an estimated 40 concrete pours required to complete the construction work. Soil sampling, lab work, and on-site nuclear densometer tests will be provided by an independent lab, in coordination with Kirkham Michael staff in the field. Soil sampling intervals are based upon IaDOT guidance for frequency of tests, but will vary as actually required in the field. Proctor analysis, and other related lab work is included in the estimates, as required. Independent lab personnel will also provide concrete plant monitoring as required by IaDOT procedures, for concrete productions for this project. Personnel responsible for obtaining samples and performing material test will have the appropriate Iowa DOT certifications as provided in Iowa DOT Materials 213. See EXHIBIT A for Kirkham Michael staff hour and direct cost estimates attributable to this work. Scope of Services — SA3 Page 5 Project Staff Hour Estimate and Engineering Budget - KIRKHAM MICHAEL West Shaulis Road Phase 2 CA - SUPPLEMENTAL AGREEMENT 3 IaDOT Project Number STP -U-8155(696)-70-07 updated 8/10/11, rdh Task Description Principal Engineer (Shawn) $72.12 Senior Transp. Engineer (Steve) $46.63 Engineer Intern III (Greg) $29.81 Engineer Intern II (Nate) $25.48 Admin / Civil Tech II Party Chief Clerical (Jeremy) (Chad) (Cindy) $27.50 $21.00 $20.88 Subtotals KM KM Direct Labor Expenses EXHIBIT A Terracon Testing Services 1.0 Constr. Engineering 1.1 Project Management 1.2 Shop Drawings 1.3 Project Engineering Oversight / Admin 1.4 Materials Testing / Subs Coord. 1.5 Preconstruction Meeting 2.0 Construction Observation 2.1 Setup / Prep 2.2 Vibration Survey / Monitoring 2.3 On-site Observation 2.4 Pouring Control 2.5 Construction Survey 2.6 Close -Out / Audits 3.0 Materials Testing / Plant Monitoring 3.1 Density Testing, Soils, Gradations 3.2 Concrete Testing 3.3 PCC Plant Monitoring 3.4 $4,327 $2,611 $1.431 $408 24 24 16 8 8 8 24 24 4 16 8 8 8 8 $220 $0 $251 8 $577 $560 528.975 $25,582 $5,720 8 8 8 8 4 40 900 900 16 160 80 4 4 24 16 24 $0 $560 $1,908 $0 $0 4 32 4 16 4 16 4 $2.520 $501 16 120 8 $0 $209 4 4 2 $9,248 $64.435 $2,676 $110 $0 incl. $110 incl. 531.521 $9,070 $170 59.070 $28,602 $315 $2,234 $200 $220 $20,130 $20,130 $165 incl. $55 incl. TOTAL Hours TOTAL Direct Labor Cost Labor + Overhead + Profit Breakdown of KM Expenses: (KM rates Item 1.5 200 miles at $0.55 Item 2.2 200 miles at $0.55 2 days meals at $30 Item 2.3 176 days hotel at $77 220 days meals at $30 15,000 miles at $0.55 misc costs $200 Item 2.4: 5 days meals at $30 300 miles at $0.55 Item 2.5: 12 days hotel at $77 15 days meals at $30 1,200 miles at $0.55 misc costs $200 Item 2.6: Printing, copying, postage Item 3.2 300 miles at $0.55 Item 3.3 100 miles at $0.55 68 80 1,084 1,020 216 120 46 2,634 $4,904 $3,730 $32,314 $25.990 $5,940 $2.520 $960 $76,358.68', $15,178 $11,546 $100,012 $80,438 $18,384 $7,799 $2,973 planned for this project at or below FHWA allowable) 110 110 60 Subtotal Direct Labor $76.358.68 Overhead at 195.62% $149,372.85 KM Direct Expenses $31,851.00 Fixed Fee at 12% $27,087.78. Authonzed Total KM Fee $284,670.31 $31.851 $29.200 $31,851 $29,200 13552 Total KM Costs 6600 Recommended Contingency @ 10% of Costs 8250 KM Authorized Plus Contingency 200 Terracon Total Fee Terracon Contingency $ 150 Terracon Authorized Plus Contingency $ 165 924 450 660 200 $257,582.53 $25,758.25 $310,428.57 $29,200.00 2,610.00 31,810.00 KM plus Terracon Total Contract Amount with Contingency $ 342,238.57 Percentage of an estimated $3.5 million construction contract 200 Estimates assume a 220 working day contract. 165 55 10% lierracim March 28, 2011 Kirkham Michael 11021 Aurora Avenue Des Moines, Iowa 50322 Attn: Mr. Greg Cabalka P: (515) 270-0848 gcabalka@kirkham.com Re: Proposal Letter Construction Observation and Testing Services West Shaulis Road Extension Waterloo, Iowa Terracon Proposal No. CF11093 Dear Mr. Cabalka: Terracon Consultants, Inc. (Terracon) appreciates the opportunity to submit this proposal to provide construction observation and testing services for the West Shaulis Road project in Waterloo, Iowa. This proposal outlines our understanding of the project, scope of services, performance schedule, and estimated fee for our services. A. PROJECT INFORMATION We understand the project consists of constructing a new Shaulis roadway from Ansborough Avenue to Hawkeye Road and reconstruct a portion of Ansborough Avenue from Shaulis Road to the south of Highway 20 in Waterloo, Iowa. B. SCOPE OF SERVICES We understand the scope of our services will include observation of subgrade soils, field density testing of site fills along with associated laboratory testing, and performing IDOT plant monitor services. If requested, our scope of services may also include retrieving PCC flexural strength specimens (cast by others) from the project site and performing the associated laboratory testing. For your reference, the additional costs for these services have been included in this proposal. All of the services outlined in the scope of services section will be provided on a part- time, as -requested basis, and your field personnel or the contractor will be responsible to coordinate with us for scheduling. Performance Schedule - It is suggested that our services be scheduled a minimum of 1 working day in advance. For part-time services, scheduling personnel will be on an as -available basis which may require changes of personnel assigned to the project; however, an effort will be Terracon Consultants, Inc. 6612 Chancellor Drive, Ste, 102 Cedar Falls, Iowa 50613 P [319] 277 4016 F [319 277 4320 terracon.com Proposal for Construction Materials Testing West Shaulis Road Extension Waterloo, Iowa March 28, 2011 Agreement Reference No. CF11093 lierracon made to assign the most cost effective personnel to your project. Results of our observation and testing will be submitted verbally to authorized personnel upon completion. Summaries of our observations and testing will also be emailed to your attention at the above address. Hard copies of our reports can be provided upon request. C. COMPENSATION The fees for our services will be billed in accordance with the cost-plus format as detailed in the attached Schedule A. Please understand the cost detailed in Schedule A is approximate and based on information provided by Kirkham Michael and our estimate of the contractors schedule. The technician's time will be charged portal to portal. The project manager's time will consist of project coordination, direction, and preparation of reports of the test results. Administrative services include dispatching, data entry and electronic report distribution through our CMELMS project management system. Invoices for services provided will be sent to your attention at the above address. D. AUTHORIZATION If you are in agreement with the outlined scope of services and terms and conditions, please sign the attached Agreement for Services and return one copy for our file. It will be inferred that you are in agreement with the above scope of services and enclosed terms and conditions unless we are notified in writing. Please be aware that we will be unable to distribute field and laboratory reports until a signed contract is received. In addition, we request a complete set of plans and specifications prior to the start of the project. We should also be copied on all revisions related to our services. An email of the signed Agreement for Services can also be submitted to expedite the commencement of services, but we request that a signed original follow. We appreciate the opportunity to provide this proposal and look forward to assisting you with this project. Sincerely, Terracon Consultants, Inc. //,- Cameron Blinn Department Manager Construction Materials Services Cc: (2) - Client (1) - File Attachments: Schedule A Agreement For Services r Rick Locliart Office Manager Principal Fesporasive Resowiwcefra8 Reliable 2 West Shaulis Road Extension City of Waterloo, Iowa Proposal No. CF11093 Date: 3/28/2011 SCHEDULE A I. Direct Labor Costs: CATEGORY HOURS RATE/HR. AMOUNT Technician II 144 15.01 2,161 Technician IV 8 22.99 184 Administration / Secretary 8 16.63 133 Field Engineer 21.67 Project Engineer 3 25.97 78 Senior Project Manager* 86 34.84 2,996 Principal Engineer 1 45.09 45 Subtotal (Rounded) $5,600 *Includes Plant Monitoring Time II. Payroll Burden & Overhead Costs @ 208.4% (Rounded) $11,670 IIIa. Direct Project Expense CATEGORY UNITS UNIT RATE AMOUNT Mileage 1,056 0.51 539 Subtotal (Rounded) $540 IIIb. Direct Third -Party Expense Meals and Accommodations (per diem) Consumable & Misc. Supplies Other Third -Party Expenses IV. Estimated Costs (I+II+IIIa+IIIb) V. Fixed Fee (13% of I+1I+IIIa, Rounded) VI. Total Cost plus Fee (IV+V) VII. Contingency (10% of IV, Rounded) VIII. Total with Contingency 100.00 Subtotal (Rounded) $0 $17,810 $2,320 $20,130 $1,780 $21,910 lFerracon AGREEMENT FOR SERVICES Reference Number CF 11093 This AGREEMENT is between Kirkham Michael ("Client") and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for Client on the West Shaulis Road Extension project (Project), as described in the Project Information section of Consultant's Proposal dated 3/28/2011 ("Proposal") unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1. Scope of Services. The scope of Consultant's services is described in the Scope of Services section of the Proposal ("Services"), unless Services are otherwise described In Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultants Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and fumished to Consultant at the time of the Services. 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Clients request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees eamed to the date of termination plus reasonable costs of closing the project 3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Clients review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4. Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Compensation section of the Proposal unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection -related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any govemmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. 5. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties. For a limited time period not to exceed three months from the date of the report, Consultant will issue additional reports to others agreed upon with Client, however Client understands that such reliance will not be granted until those parties sign and return Consultant's reliance agreement and Consultant receives the agreed-upon reliance fee. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANTS FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $25,000 OR CONSULTANTS FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANTS SERVICES OR THIS AGREEMENT. UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIQNAL CONSIDERATION. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE INSURANCE COVERAGE, CAUSE(S) OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7. Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party In proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultants substantial completion of services on the project. 8 Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9 Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers' compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (ii) Page 1 of 2 Rev. 8-10 1[erracon commercial general liability insurance ($1,000,000 occ / $2,000,000 agg); (iii) automobile liability insurance ($1,000,000 B.I. and P.D. combined single limit); and (iv) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Kansas law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client agrees to the level or amount of testing performed and the associated risk. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by services not performed due to a failure to request or schedule Consultant's services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of tests (unless stated otherwise in the Services). Client shall furnish or cause to be fumished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Material unless specifically provided in the Services, and that Client is responsible for directing such disposition. In the event that test samples obtained during the performance of Services (i) contain substances hazardous to health, safety, or the environment, or (ii) equipment used during the Services cannot reasonably be decontaminated, Client shall sign documentation (if necessary) required to ensure the equipment and/or samples are transported and disposed of properly, and agrees to pay Consultant the fair market value of this equipment and reasonable disposal costs. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site. Accordingly, Client waives any claim against Consultant and agrees to indemnify and save Consultant, its agents, employees, and related companies harmless from any claim, liability or defense cost, including attorney and expert fees, for injury or loss sustained by any party from such exposures allegedly arising out of Consultant's non -negligent performance of services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans furnished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's contractors, subcontractors, or other parties present at the site. Consultant: Terracon Consultants, Inc. Client: Kirkham Michael By: i " _ Date: 3/28/2011 By: Date: Name/Title: Cameron Blinn 1 CMT Department Manager Name/Title: Address. 6612 Chancellor Drive, Suite 102 Address: 11021 Aurora Avenue Cedar Falls, Iowa 50613 Des Moines, Iowa 50322 Phone: 319.277.4016 Page 2 of 2 Fax: 319.277.4320 Phone: (515) 270-0848 Fax: (515) 270-1067 Reference Number: CF11093 Rev. 8-10 lrerracrk April 01, 2011 Kirkham Michael 11021 Aurora Avenue Des Moines, Iowa 50322 Attn: Mr. Greg Cabalka P: (515) 270-0848 gcabalka@kirkham.com Re: Proposal Letter Pre / Post Condition Survey and Vibration Monitoring Ansborough Avenue Bam Waterloo, Iowa Terracon Proposal No. CF11099 Dear Mr. Cabalka: Terracon Consultants, Inc. (Terracon) appreciates the opportunity to submit this proposal to perform pre and post condition surveys and to monitor the level of vibrations transmitted to the adjacent barn, due to the proposed reconstruction of Ansborough Avenue. This proposal presents our understanding of the project along with the requested scope of services, our fee, and anticipated work schedule. A. PROJECT INFORMATION We understand the project consists of constructing a new Shaulis roadway from Ansborough Avenue to Hawkeye Road and reconstruct a portion of Ansborough Avenue from Shaulis Road to the south of Highway 20 in Waterloo, Iowa. B. SCOPE OF SERVICES Item 1: Preconstruction Condition Survey Terracon will perform the preconstruction survey to document the preconstruction physical condition of the Bar Lee Farms, LTD Barn located at 4634 Ansborough Avenue in Waterloo, Iowa. Terracon will assess the existing structure using visual observation methods. We can obtain measurements of visible structural members, but we will not remove any building materials to assess internal components or members and we will not destructively obtain samples of the structure's materials for testing. Terracon Consultants, Inc 6612 Chancellor Drive, Ste. 102 Cedar Falls, lova 50613 P 319 277 4016 F 319 277 4320 terracon.com Geotechnical • Environmental" Construction Materials ■ Facilities Proposal for Pre / Post Construction Survey & Vibration Monitoring Ansborough Avenue Bam Waterloo, Iowa April 1, 2011 Agreement Reference No. CF11099 lierracon Terracon will also provide professional opinions concerning locations of crack monitors. Terracon can procure, install and record movements evidenced by crack monitors unless the client desires to perform this task themselves. Item 2: Ground Vibration Specification and Monitoring Terracon will consult with Kirkham Michael concerning our findings and opinions of the Preconstruction Condition Survey of the Barn. The structural condition of the barn is one factor to consider when determining the structure's susceptibility to damage from ground -borne vibrations. Terracon recommends baseline vibration levels due to "normal" traffic be obtained prior to the start of construction. These baseline measurements should provide an indication of the vibrations levels historically received at the Bam. At the start of construction, vibration levels should be measured as the contractor operates several heavily loaded trucks on the roadway. Using these data, Terracon can assist Kirkham Michael in establishing "warning" and "stop work" levels of vibration amplitude and/or frequency received at the barn. Terracon should measure vibrations at the barn each time a new construction activity is undertaken and thereafter, Terracon will monitor vibrations for each activity on an as -requested basis when notified by Kirkham Michael. Item 3: Crack Monitoring Unless the client will self perform this task, Terracon personnel will install crack monitoring devices at locations identified by the preconstruction survey. Our budget estimate includes costs to procure and install up to 10 gauges and considers Kirkham Michael personnel will record movements evidenced by crack monitor devices during demolition and construction. Terracon can remove crack monitor devices at the time of the post -condition survey, or the gauges can be left in place if desired by the property owner. It should be noted that the gauges budgeted in our estimate are typically fastened to the surface using either epoxy or screws. While we will work with the contractor to provide the best method for installing the gauges, some damage to the surface is possible. Restoration of the surfaces is not part of our scope of services. Item 4: Post -Construction Condition Survey Terracon will perform a visual, post -construction condition survey. Upon completion of the survey, Terracon will prepare a brief survey report including any digital photos or video recordings obtained during the monitoring. tZe3p,Dasive ResOurceful Reliable 2 Proposal for Pre / Post Construction Survey & Vibration Monitoring Ansborough Avenue Barn Waterloo, Iowa April 1, 2011 Agreement Reference No. CF11099 Performance Schedule lierracon We can schedule our site visits upon your acceptance of this proposal and our receipt of written authorization to proceed. It is recommended that this work not precede the initiation of the construction work by more than sixty days. We can initiate services based on the return of a signed copy of this contract. We anticipate that the final report could be provided within 2 weeks of completing the field work. C. COMPENSATION The fees for our services will be billed in accordance with the cost-plus format as detailed in the attached Schedule A. Please understand the cost detailed in Schedule A is approximate and based on information provided by Kirkham Michael. The technician's time will be charged portal to portal. The project manager's time will consist of project coordination, direction, and preparation of reports of the test results. Administrative services include dispatching, data entry and electronic report distribution through our CMELMS project management system. Invoices for services provided will be sent to your attention at the above address. D. AUTHORIZATION Our standard terms and conditions are attached for your review and should be considered a part of our contract for services. If you are in agreement with the outlined scope of services and terms and conditions, please sign the attached Agreement for Services and return one copy for our file. It will be inferred that you are in agreement with the above scope of services and enclosed terms and conditions unless we are notified in writing. Please be aware that we will be unable to distribute field and laboratory reports until a signed contract is received. In addition, we request a complete set of plans and specifications prior to the start of the project. We should also be copied on all revisions related to our services. Thank you for considering Terracon for condition survey and vibration monitoring services. We look forward to assisting you on this project. If you have any questions regarding this proposal, please contact us. Sincerely, Terracon Consultants Inc. ameron Blinn Department Manager Construction Materials Services Cc: (2) - Client (1) - File Attachments: Schedule A Agreement For Services Rick Lock art Office Manager Principal Z Respcwsive FE:sourcctkil Reliable 3 Ansborough Avenue Barn Waterloo, Iowa Proposal No. CF11099 Date: 04/01/2011 SCHEDULE A I. Direct Labor Costs: CATEGORY Technician I Technician II Technician IV Driller CAD Drafter Administration / Secretary Field Engineer Project Engineer Senior Project Manager Principal Engineer II. Payroll Burden & Overhead Costs @ 208.4% (Rounded) Illa. Direct Project Expense CATEGORY Mileage IIIb. Direct Third -Party Expense Equipment Rental Consumable & Misc. Supplies IV. Estimated Costs (I+II+IIIa+IIIb) V. Fixed Fee (13% of I+II+IIIa, Rounded) VI. Total Cost plus Fee (IV+V) VII. Contingency (10% of IV, Rounded) VIII. Total with Contingency HOURS RATE/HR. AMOUNT 11.92 10 15.01 150 22.99 20.21 16.55 16.63 21.67 25.97 48 34.84 1,672 3 45.09 135 Subtotal (Rounded) $1,960 UNITS UNIT RATE 288 0.51 Subtotal (Rounded) 1 575.00 1 1500.00 Subtotal (Rounded) $4,080 AMOUNT 147 $150 575 1,500 $2,080 $8,270 $800 $9,070 $830 $9,900 c lFerracon AGREEMENT FOR SERVICES Reference Number: CF 11099 This AGREEMENT is between Kirkham Michael ("Client") and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for Client on the Ansborough Avenue Barn project ("Project), as described in the Project Information section of Consultant's Proposal dated 04/01/2011 ("Proposal") unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1. Scope of Services. The scope of Consultant's services is described in the Scope of Services section of the Proposal ("Services"), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultants reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and fumished to Consultant at the time of the Services. 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the project. 3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will retum to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4. Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Compensation section of the Proposal unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection -related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. 5. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties. For a limited time period not to exceed three months from the date of the report, Consultant will issue additional reports to others agreed upon with Client, however Client understands that such reliance will not be granted until those parties sign and return Consultant's reliance agreement and Consultant receives the agreed-upon reliance fee. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANTS FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $25,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE INSURANCE COVERAGE, CAUSE(S) OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7. Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant's substantial completion of services on the project. 8. Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers' compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1.000,000); (ii) Page 1 of 2 Rev. 8-10 lFerracon commercial general liability insurance ($1,000,000 occ / $2,000,000 agg); (iii) automobile liability insurance ($1,000,000 B.I. and P.D. combined single limit); and (iv) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Kansas law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client agrees to the level or amount of testing performed and the associated risk. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by services not performed due to a failure to request or schedule Consultant's services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered In its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of tests (unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Material unless specifically provided in the Services, and that Client is responsible for directing such disposition. In the event that test samples obtained during the performance of Services (i) contain substances hazardous to health, safety, or the environment, or (ii) equipment used during the Services cannot reasonably be decontaminated, Client shall sign documentation (if necessary) required to ensure the equipment and/or samples are transported and disposed of properly, and agrees to pay Consultant the fair market value of this equipment and reasonable disposal costs. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site. Accordingly, Client waives any claim against Consultant and agrees to indemnify and save Consultant, its agents, employees, and related companies harmless from any claim, liability or defense cost, including attorney and expert fees, for injury or loss sustained by any party from such exposures allegedly arising out of Consultant's non -negligent performance of services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans fumished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's contractors, subcontractors, or other parties present at the site. Consultanf.2 Terracon sultants Inc. Client: Kirkham Michael By: (_ / c _ Date: 04/01/2011 By: Date: Name/Title: Cameron Blinn / CMT Department Manager Name/Title: Address: 6612 Chancellor Drive, Suite 102 Address: 11021 Aurora Avenue Cedar Falls, Iowa 50613 Des Moines, Iowa 50322 Phone: 319.277.4016 Fax: 319.277.4320 Phone: (515) 270-0848 Fax: (515) 270-1067 Reference Number: CF11099 Page 2 of 2 Rev. 8-10 VI `u10 NOSY MI Z 0 83 Z 1ORRsIO NOIIVIIJOdSNVH1301N3 11HVd30 VM01 CITY OF WATERLOO DEPARTMENT OF ENGINEERING TRANSMITTAL 715 Mulberry Street Waterloo, IA 50703 DATE:2/15/12 TO: Maria Armstrong Transmitted herewith are: QUANTITY One copy Contract No.784 PROJ ECT:STP-U-8155(696)--70-07 DESCRIPTION Agreement Change Order Contracts and Bonds Engineering Contract Maintenance Bond Plans and Specifications Punch List TV Reports Supplemental Agreement No. 3 One Copy Each Federal Funding Authorization, "Notice -To -Proceed" Letter n n n n For your Action For your Approval For your Information For your signature Other n n n 1t Per Your Request Per our Conversation For your review For your Files COMMENTS: Cc: Michelle Weidner w/attachments, Pauline Closson w/attachments, File w/attachments City Engineering Department Jeff Bales, Associate Engineer Page 1 of 1 JEFF BALES From: JEFF BALES Sent: Friday, February 10, 2012 4:35 PM To: Richard D. Herrick Subject: STP -U-8155(696)-70-07 Supplemental Agreement No. 3 - Notice -To -Proceed and FHWA Authorization Dear Mr. Herrick, Attached is a fully -signed Agreement For Professional Services and a FMIS statement showing FHWA authorizaton. Please consider this e-mail your "Notice -To -Proceed" with work under this agreement, effective today - February 10th, 2012. An original will follow-up in the mail. Jeff Bales Associate Engineer City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 319-291-4312 2/15/2012 Run Date: 01/25/2012 Run Time: 10:10:35 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL HIGHWAY ADMINISTRATION FEDERAL -AID PROJECT MODIFICATION Report:FMISDO6A Page 1 STATE IOWA PROJECT NO: 8155(711) NO: 5 STATE PROJ. NO(S): 70078155711 DESCRIPTION: Along Shaulis Rd from Ansborough Ave to IA 121 & along Ansborough Ave from W Shaulis Rd to US 20 in Waterloo-PE/ROW/PCC Paving/CE CLASSIFICATION OF PHASE OF WORK: CONSTR THE PROJECTAGRmVIENT FOR THE ABOVE -REFERENCED PROJECT ENTERED INTO BETWEEN THE UNDERSIGNED PARTIES AND EXECUTED BY THE DIVISION ADMINISTRATOR ON 04/16/2010 IS HEREBY MODIFIED AS FOLLOWS: PROGRAM URBAN/ FORMER AMOUNT REVISED AMOUNT CODE WITH L200 ESTIMATED TOTAL OF PROJECT $954,060.00 $954,060.00 FEDERAL FUNDS $763,248.00 $763,248.00 ADV CONSTRUCTION FUNDS $0.00 $0.00 PERCENT FEDERAL SHARE 80.00% 80.00% L20E ESTIMATED TOTAL OF PROJECT $5,247,516.00 $5,589,755.00 FEDERAL FUNDS $1,969,852.00 $2,104,252.00 ADV CONSTRUCTION FUNDS $1,086,422.40 $1,225,813.26 PERCENT FEDERAL SHARE 80.00% 80.00% STATE REMARKS: STP -U-8155(711)-70-07 - AMEND MOD. #5 - Added all phases of CE SW -U-8155(711)-70-07 - AMEND MOD. #4 - Added construction for Letting Date 1/18/12, FA 80/20, STIP$2,733,100, Renal 20173. $1,427,173 is considered non -participating cost show n under L20E on Dtl #01. STP -U-8155(711)-70-07 - AMEND MOD. #3 - Increased ROW Acquisition to reflect negotiations w ith a land ow ner to eliminate irregular parcel borders. STP -U-8155(711)-70-07 - AMEND MOD. #2 - Increased ROW Acquisition to reflect cost discovered during appraisaVnegotiation/etc. STS was also increased to $2,733,100, Item# 10269. STP -U-8155(711)-70-07 - AMEND MOD. #1 - Added $411,368(FA) for ROW Acquisition and $72,528(FA) for ROW Incidentals. and $28,000(FA) for relocation assistance and property management. In accordance With FHWA E -Mail dated 10/18/2010 this agreement is subject to the follow mg aw and teras: http://edocket.access.gpo.gov/2010/pdf/2010-22705.pdf and http://edocket.access.gpo.gov/2010/pdf/2010-22706.pdf. DIVISION REMARKS: ALL OTHER TERMS AND CONDITIONS OF THE PROJECT AGREEMENT WILL REMAN IN FULL FORCE AND EFFECT. DEPARTMENT OF TRANSPORTATION AVAILABLE FUNDS CEli I IFIED BY: DANIEL C. STOKES DATE 01/20/2012 APPROVAL RECOMMENDED BY: DANIEL C. STOKES DATE 01/20/2012 APPROVED AND AUTHORIZED BY: DANIEL C. STOKES DATE 01/20/2012 FEDERAL HIGHWAY ADMINISTRATION APPROVAL RECOMMENDED BY: JULIE R LOESCH DATE 01/20/2012 APPROVED AND AUTHORIZED BY: THOMAS L. PARHAM DATE 01/23/2012 MODIFICATION APPROVED BY: PETER E JENSEN DATE 01/23/2012 AGREEMENT FOR PROFESSIONAL SERVICES Supplemental Agreement No. 3 WEST SHAULIS ROAD EXTENSION IN WATERLOO, IOWA STP -U-8155(696)--70-07 KM 0611638 WHEREAS, the City of Waterloo Iowa, a municipal corporation organized and existing pursuant to the laws of the State of Iowa, hereinafter referred to as the "CITY," has an Agreement for Professional Services in connection with the design of the West Shaulis Road Extension STP -U- 8155(696)--70-07, hereinafter called the "PROJECT" with Kirkham Michael & Associates, Inc., Roger Helgoth, P.E., President, 12700 West Dodge Road, Omaha, NE, hereinafter referred to as the "CONSULTANT,"; and WHEREAS, said Agreement was approved by the CITY on June 4, 2007, hereinafter called the BASE AGREEMENT; and WHEREAS, the CITY has entered into a Supplemental Agreement Number 1 with the CONSULTANT to provide construction engineering services for Phase 1 of the West Shaulis Road Extension (STP -U-8155(696)--70-07) for West Shaulis Road from Hoff Road to Ansborough Avenue, said agreement having been approved by the CITY on July 28, 2009: and WHEREAS, the CITY has entered into a Supplemental Agreement Number 2 with the CONSULTANT to provide final design engineering services for Phase 2 of the West Shaulis Road Extension (STP -U-8155(711)--70-07) for West Shaulis Road from Ansborough Avenue to Iowa Highway 21 and for Ansborough Avenue from West Shaulis Road to U.S. Highway 20, said agreement having been approved by the CITY on March 8, 2010; and WHEREAS, the Iowa Department of Transportation, hereinafter referred to as the "STATE", and CITY have entered into a Statewide Transportation Improvement Program for the West Shaulis Road Extension (STP -U-8155(711)--70-07); and WHEREAS, the CITY is desirous of obtaining additional services required for construction phase services for Phase 2 of the project, from Ansborough Avenue to Iowa Highway 21 and for Ansborough Avenue from West Shaulis Road to U.S. Highway 20 included in Project No. STP -U- 8155(711)-70-07; and WHEREAS, the CONSULTANT being a corporation organized and existing under the laws of the State of Nebraska, and being duly authorized to do business in the State of Iowa; and WHEREAS, the CONSULTANT is willing to perform the professional services for the CITY in accordance with the terms of the original agreement, as supplemented herein, and warrants that it is in compliance with Iowa statutes relating to the licensure of Professional Engineers, NOW, THEREFORE, IT IS MUTUALLY AGREED that the Supplemental Agreement No. 3 for additional Professional Services for the PROJECT amends the BASE AGREEMENT and previous supplemental agreements by: 1. ARTICLE 2 – SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS of the BASE CONTRACT is supplemented to read as follows: 2.1.4 SERVICES TO BE PROVIDED BY CONSULTANT Detailed Scope of Services for Supplemental Agreement No. 3 shall be as stipulated in Attachment No. SA3 to this Supplemental Agreement No. 3, which defines the additional services required to provide construction administration and on-site observation during construction of West Shaulis Road from Ansborough Avenue to Iowa Highway 21 and for Ansborough Avenue from West Shaulis Road to U.S. Highway 20. 2. ATTACHMENT C as referenced in ARTICLE 2 — FORM OF COMPENSATION of the BASE AGREEMENT is supplemented to read as follows: 3.1.1.5 FEES FOR SUPPLEMENTAL AGREEMENT NO. 3 The maximum compensation chargeable under the BASE AGREEMENT for the actual costs incurred for direct labor, indirect costs, and other direct costs including reimbursables, but excluding fixed fee is $373,302. The fixed fee is $35,338. Total maximum compensation for the BASE AGREEMENT, including all costs, is $408,640. The maximum compensation chargeable under Supplemental Agreement No. 1 for the actual costs incurred for direct labor, indirect costs, and other direct costs including reimbursables, but excluding fixed fee, is $91,349.00. The fixed fee shall be $8,651.00. Total maximum compensation for Supplemental Agreement No. 1, including all costs, shall be $100,000.00. The maximum compensation chargeable under Supplemental Agreement No. 2 for the actual costs incurred for direct labor, indirect costs, and other direct costs including reimbursables, but excluding fixed fee, is $111,607.15. The fixed fee shall be $13,392.85. Total maximum compensation for Supplemental Agreement No. 2, including all costs, shall be $125,000.00. The maximum compensation chargeable under Supplemental Agreement No. 3 for the actual costs incurred for direct labor, indirect costs, and other direct costs including subconsultants and reimbursables, but excluding fixed fee, is $289,392.53. The fixed fee shall be $27,087.78. Total maximum compensation for Supplemental Agreement No. 3, including all costs except authorized contingency shall be $316,480.31. Contingency for this project shall be set aside above this amount, and reserved for use if requested and authorized in the amount of $25,758.25. 3. ARTICLE 4.7 EXTENSION OF TIME is supplemented to read as follows: ARTICLE 4.7.1 The CONSULTANT shall complete all services outlined in the BASE AGREEMENT and supplemental agreements providing no unforeseen delays are experienced beyond the control of the CONSULTANT. Construction administration and observation services for West Shaulis Road from Ansborough Avenue to Iowa Highway 21 and for Ansborough Avenue from West Shaulis Road to U.S. Highway 20 shall be conducted together with the construction contract, and concluded 60 days after final acceptance of the construction contract. OTHER CONDITIONS OF BASE AGREEMENT It is hereby expressly understood and agreed between the parties that all other terms, provisions, and conditions of said amended BASE AGREEMENT shall continue in full force and effect, and the terms of this Supplemental Agreement No. 3 are hereby incorporated therein and made a part thereof. (This page and Exhibit A revised on 08/10/2011) 2 kri IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this /t3 day of , 2011. CITY 2 WATERLOO, IOWA Vice President IOWA DEPARTMENT OF TRANSPORTATION Accepted for Authorization* ionn By i� iv/7' / 44 Name 06‘e• /9 11/40- Office/91d Date V?":22.,0)a Title Lc .5- jeslr.�r1Q,t * The Iowa DOT is not a party to this agreement. However, by signing this agreement, the Iowa DOT is indicating that the work proposed under this Agreement is acceptable for FHWA authorization of Federal funds. 3 ATTACHMENT SA3 SCOPE OF SERVICES WEST SHAULIS ROAD EXTENSION PROJECT NO: STP -U-8155(696)-70-07 (Engineering) SUPPLEMENTAL AGREEMENT NO. 3 West Shaulis Road Extension Professional Services Proposal Supplemental Agreement No. 3 April, 2011 INTRODUCTION This document presents the consultant team's scope of services for additional engineering and analysis services requested and required for advancement of the West Shaulis Road Extension project from Ansborough Avenue Iowa Highway 21, and Ansborough Avenue from West Shaulis Road to U.S. Highway 20. This additional work is required to provide construction administration and on-site observation during construction of Iowa DOT project STP -U- 8155(711)-70-07. The construction project uses STP Urban funds and local funds. The construction project is being let through the Iowa DOT in the sunnmer of 2011. Construction is anticipated to start approximately one month later, and to extend for approximately 220 working days, or as otherwise set by the Iowa DOT prior to the time of bidding. Services required to complete this scope of work include the following. • Construction Engineering by Kirkham Michael, • Materials Testing, Plant Monitoring, and Vibration Monitoring by Terracon on an as - needed basis, • SWPPP administration by Kirkham Michael, and • On-site Construction Observation by Kirkham Michael. Overall budget for the supplement is summarized in Exhibit A at the end of this attachment. SCOPE OF SERVICES – CONSTRUCTION PHASE SERVICES 1. CONSTRUCTION ADMINISTRATION Kirkham Michael staff will serve as Project Engineer for the project (including all applicable responsibilities of that position, per Iowa DOT procedures), and provide on-site observation of construction activities throughout the term of construction, to the level required to satisfy normal IaDOT requirements. KM will provide observers with appropriate IaDOT certifications for the work being performed, and will assemble and document materials as needed to satisfy federal aid requirements. Proposed services are based upon an estimated 220 working days period of construction, assuming that the contractor will extend through one winter shutdown period. The proposed services assume approximately 1800 hours of observation actually required through the contractor's work period, assuming that full time inspection is required during periods of significant activity, and multiple observers will be required during some concrete pours, and part time inspection will be sufficient for some periods of slow or intermittent activity. Kirkham Michael staff will conduct all on-site concrete testing, and will collect, assemble, and verify all certifications. As part of the on-site observations scope of work, KM staff will provide survey control services to assist the contractor's surveyor, and will provide independent survey for confirmation as Scope of Services - SA3 Page 2 West Shaulis Road Extension Professional Services Proposal Supplemental Agreement No. 3 April, 2011 needed, but will not provide construction survey. Kirkham Michael staff will prepare for, conduct, and follow-up as needed to complete materials and field document audits through the IaDOT, to secure federal funding for items as planned in the contract documents. Construction Administration work will comply with the following standard requirements for City of Waterloo projects. After award of the construction contract, the CONSULTANT shall perform the following construction administration services: 1. Pre -construction Conference: The CONSULTANT shall conduct a pre -construction conference for the project with the Contractor and CITY and all interested parties to review the contract requirements, details of construction, utility conflicts and work schedule. 2. Shop Drawings - The CONSULTANT shall review the Contractor's shop drawings and other required submittals for compliance with the contract docurnents. 3. The CONSULTANT shall answer design interpretation questions from Engineer, Contractor and review agencies. 4. Contractor Payment Requests - The CONSULTANT shall review and process progress payment applications submitted by the Contractor and, based upon its review of construction progress by on-site observation, shall make a recommendation to the Engineer for payment of the appropriate amount for work completed since the last payment application. 5. Change Orders - The CONSULTANT shall negotiate and prepare change orders for approval of the CITY prior to Contractor's start of work under the change order. 6. During the Construction Services Phase, the CONSULTANT shall confer with the CITY to report project status. 7. During construction, the CONSULTANT will maintain and update storm water protection inspection records, updated plans, and other documentation in accordance with the CITY's procedures, contents of the construction plans and specifications, and applicable requirements of the NPDES permit for the project. CONSULTANT will coordinate with the CITY and with the contractor building the project to monitor, maintain, and update stonnwater controls in place on the project; make biweekly and post -precipitation inspections, and update on-site documentation as required. 8. Final Inspection and Punch List; Final Acceptance - The CONSULTANT shall coordinate final inspection and prepare a punch list of items to be completed. On the basis of such inspection, the CONSULTANT shall determine if the project is substantially complete according to the plans and specifications and shall make a recommendation to the Engineer regarding final payment. It is understood that the CITY will accept the project only after recommendation by the CONSULTANT. Scope of Services - SA3 Page 3 West Shaulis Road Extension Professional Services Proposal Supplemental Agreement No. 3 April, 2011 9. If the Contractor exceeds the estimated working days in completing construction of the project, or if change orders or project additions require additional working days, the CONSULTANT will be compensated for administration. construction observation and other related services based on established hourly rates and fixed expenses outlined in EXHIBIT A. 2. CONSTRUCTION OBSERVATION The CONSULTANT shall provide the following Construction Observation services: 1. The CONSULTANT shall cause its design personnel to make periodic visits to the site at intervals appropriate to the stage of construction and not less than daily, or as otherwise agreed by the CITY and CONSULTANT in writing, to provide field observation to ascertain the progress and quality of the work completed and to determine if the work is being performed in accordance with the Contract Documents. However, the CONSULTANT shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work. Construction Observation services do not include responsibility for construction means, controls, techniques, sequences, procedures or safety. 2. Keep a record or log of Contractors activities throughout construction, including notation on the nature and cost of any extra work or changes ordered during construction. 3. If the Contractor requests a waiver of any provisions of the plans and specifications, the CONSULTANT will make a recommendation on the request to the CITY for its determination. No waiver shall be granted if such waiver would serve to reduce the quality of the final product. The CITY shall never be deemed to have authorized the CONSULTANT to consent to the use of defective workmanship or materials. 4. The CONSULTANT will coordinate the acceptance testing and monitoring according to the specifications including the services provided by an independent testing laboratory. 5. Notification of Nonconformance - On the basis of on-site observations as a design professional, the CONSULTANT shall keep the CITY informed of the progress and quality of the Work and shall guard the City against defects and deficiencies in the Work. The CONSULTANT shall notify the CITY of any work which is unsatisfactory, faulty, defective, incomplete or does not conform to the Contract Documents, advise and recommend action required to correct or complete such unsatisfactory, faulty, defective or incomplete work and, at the request of the CITY, see that these recommendations are implemented by the Contractor. 3. MATERIALS TESTING AND PLANT MONITORING Scope of Services - SA3 Page 4 West Shaulis Road Extension Professional Services Proposal Supplemental Agreement No. 3 April, 2011 Concrete lab analysis, soil sampling, and density testing will be provided by an independent lab contracted by the CONSULTANT. Concrete samples will be collected by the CONSULTANT, then provided to the lab for curing, storage, and strength testing. Concrete testing services are based upon an estimated 40 concrete pours required to complete the construction work. Soil sampling, lab work, and on-site nuclear densometer tests will be provided by an independent lab, in coordination with Kirkham Michael staff in the field. Soil sampling intervals are based upon IaDOT guidance for frequency of tests, but will vary as actually required in the field. Proctor analysis, and other related lab work is included in the estimates, as required. Independent lab personnel will also provide concrete plant monitoring as required by IaDOT procedures, for concrete productions for this project. Personnel responsible for obtaining samples and performing material test will have the appropriate Iowa DOT certifications as provided in Iowa DOT Materials 213. See EXHIBIT A for Kirkham Michael staff hour and direct cost estimates attributable to this work. Scope of Services - SA3 Page 5 Project Staff Hour Estimate and Engineering Budget - KIRKHAM MICHAEL West Shaulis Road Phase 2 CA - SUPPLEMENTAL AGREEMENT 3 IaDOT Project Number STP -U-8155(696)-70-07 updated 8/10/11, rdh Task Description Senior Principal Transp. Engineer Engineer Admin / Engineer Engineer Intern III Intern II Civil Tech II Party Chief Clerical (Shawn) (Steve) (Greg) (Nate) (Jeremy) (Chad) (Cindy) $72.12 $46.63 $29.81 $25.48 $27.50 $21.00 $20.88 EXHIBIT A Terracon Subtotals KM ''' KM Direct Testing Labor;;; Expenses Services 1.10 Constr. str. Engineering i $4,327' $2,611 $1,431 $40 8' �'' $220 $d Project Management 24 24 16 8 1.2 Shop Drawings 8 8 1.3 Project Engineering Oversight / Admin 24 24 1.4 Materials Testing / Subs Coord. 4 16 8 1.5 Preconstructlon Meeting 8 8 8 2.0 Construction' Observation` $577 $560 $28,975 "' $25,582 $5,720 $2,520 2.1 Setup l Prep 8 8 8 8 2.2 Vibration Survey / Monitoring 4 40 2.3 On-site Observation 900 900 16 2.4 Pouring Control 2.5 Construction Survey 2.6 Close -Out / Audits 4 4 24 3.0 Materials Testing / Plant;Moriitoring $0!'r '" $560 „i$1♦908 3.1 Density Testing, Soils, Gradations 4 32 3.2 Concrete Testing 4 16 3.3 PCC Plant Monitoring 4 16 3.4 80 16 160 24 120 8 4 $501 16 8 $209'; 4 4 2 TOTAL Hours 68 80 1,084 1,020 216 120 46 TOTAL Direct Labor Cost $4,904 $3.730 $32.314 $25,990 $5,940 $2,520 8960 Labor + Overhead + Profit $15,178 $11,546 $100,012 880,438 $18,384 $7,799 $2,973 Subtotal Direct Labor Breakdown of KM Expenses: (KM rates planned for this project at or below FHWA allowable) Overhead at 195.62% Item 1.5 KM Direct Expenses 200 miles at $0.55 110 Fixed Fee at 12% Item 2.2 200 miles at $0.55 110 2 days meals at $30 60 Item 2.3 $9.246 $110 " ' $0 incl. $110 incl. $64;435 $31,521 $9,070 $170 $9,070 $28,602 $315 $2,234 $200 $20,130 $165 incl. $55 incl. 2,634 ['1,„, $76,358.68 876,358.681 $149,372.85!6 $31,851.00 $31,851 $29,200 $27,087.78 Authorized Total KM Fee $284,670.31 $31,851 $29,200 176 days hotel at $77 13552 Total KM Costs $257,582.53 220 days meals at $30 6600 Recommended Contingency @ 10% of Costs $25,758.25 15,000 miles at $0.55 8250 KM Authorized Plus Contingency $310,428.57 misc costs $200 200 Terracon Total Fee $29,200.00 Item 2.4: Terracon Contingency $ 2,610.00 5 days meals at $30 150 Terracon Authorized Plus Contingency $ 31,810.00 300 miles at $0.55 165 Item 2.5: KM plus Terracon Total Contract Amount with Contingency $ 342,238.57 12 days hotel at $77 924 15 days meals at $30 450 1,200 miles at $0.55 660 misc costs $200 200 Item 2.6: Percentage of an estimated $3.5 million construction contract 10% Printing, copying, postage 200 Estimates assume a 220 working day contract. Item 3.2 300 miles at $0.55 165 Item 3.3 100 miles at $0.55 55 1Terraron March 28, 2011 Kirkham Michael 11021 Aurora Avenue Des Moines, Iowa 50322 Attn: Mr. Greg Cabalka P: (515) 270-0848 gcabalka@kirkham.com Re: Proposal Letter Construction Observation and Testing Services West Shaulis Road Extension Waterloo, Iowa Terracon Proposal No. CF11093 Dear Mr. Cabalka: Terracon Consultants, Inc. (Terracon) appreciates the opportunity to submit this proposal to provide construction observation and testing services for the West Shaulis Road project in Waterloo, Iowa. This proposal outlines our understanding of the project, scope of services, performance schedule, and estimated fee for our services. A. PROJECT INFORMATION We understand the project consists of constructing a new Shaulis roadway from Ansborough Avenue to Hawkeye Road and reconstruct a portion of Ansborough Avenue from Shaulis Road to the south of Highway 20 in Waterloo, Iowa. B. SCOPE OF SERVICES We understand the scope of our services will include observation of subgrade soils, field density testing of site fills along with associated laboratory testing, and performing IDOT plant monitor services. If requested, our scope of services may also include retrieving PCC flexural strength specimens (cast by others) from the project site and performing the associated laboratory testing. For your reference, the additional costs for these services have been included in this proposal. All of the services outlined in the scope of services section will be provided on a part- time, as -requested basis, and your field personnel or the contractor will be responsible to coordinate with us for scheduling. Performance Schedule - It is suggested that our services be scheduled a minimum of 1 working day in advance. For part-time services, scheduling personnel will be on an as -available basis which may require changes of personnel assigned to the project; however, an effort will be Terracon Consultants, Inc. 6612 Chancellor Drive, Ste. 102 Cedar Falls, Iowa 50613 P [319] 277 4016 F 319] 277 4320 terracon.com Geotechnical vi roomentaI Proposal for Construction Materials Testing West Shaulis Road Extension .: Waterloo, Iowa March 28, 2011 < Agreement Reference No. CF11093 lierracon made to assign the most cost effective personnel to your project. Results of our observation and testing will be submitted verbally to authorized personnel upon completion. Summaries of our observations and testing will also be emailed to your attention at the above address. Hard copies of our reports can be provided upon request. C. COMPENSATION The fees for our services will be billed in accordance with the cost-plus format as detailed in the attached Schedule A. Please understand the cost detailed in Schedule A is approximate and based on information provided by Kirkham Michael and our estimate of the contractors schedule. The technician's time will be charged portal to portal. The project manager's time will consist of project coordination, direction, and preparation of reports of the test results. Administrative services include dispatching, data entry and electronic report distribution through our CMELMS project management system. Invoices for services provided will be sent to your attention at the above address. D. AUTHORIZATION If you are in agreement with the outlined scope of services and terms and conditions, please sign the attached Agreement for Services and return one copy for our file. It will be inferred that you are in agreement with the above scope of services and enclosed terms and conditions unless we are notified in writing. Please be aware that we will be unable to distribute field and laboratory reports until a signed contract is received. In addition, we request a complete set of plans and specifications prior to the start of the project. We should also be copied on all revisions related to our services. An email of the signed Agreement for Services can also be submitted to expedite the commencement of services, but we request that a signed original follow. We appreciate the opportunity to provide this proposal and look forward to assisting you with this project. Sincerely, Ter7n Consultants, Inc. Cameron Blinn Rick Loc art Department Manager Office Manager Construction Materials Services Principal Cc: (2) - Client (1) - File Attachments: Schedule A Agreement For Services Responsive Resourceful = Reliable 2 West Shaulis Road Extension City of Waterloo, Iowa Proposal No. CF11093 Date: 3/28/2011 SCHEDULE A I. Direct Labor Costs: CATEGORY HOURS RATE/HR. AMOUNT Technician II 144 15.01 2,161 Technician IV 8 22.99 184 Administration / Secretary 8 16.63 133 Field Engineer 21.67 Project Engineer 3 25.97 78 Senior Project Manager* 86 34.84 2,996 Principal Engineer 1 45.09 45 Subtotal (Rounded) $5,600 *Includes Plant Monitoring Time II. Payroll Burden & Overhead Costs @ 208.4% (Rounded) $11,670 Ills. Direct Project Expense CATEGORY UNITS UNIT RATE AMOUNT Mileage 1,056 0.51 539 Subtotal (Rounded) $540 IIIb. Direct Third -Party Expense Meals and Accommodations (per diem) Consumable & Misc. Supplies Other Third -Party Expenses IV. Estimated Costs (I+11+1IIa+IIIb) V. Fixed Fee (13% of I+II+IIIa, Rounded) VI. Total Cost plus Fee (IV+V) VH. Contingency (10% of IV, Rounded) VIII. Total with Contingency 100.00 Subtotal (Rounded) $0 $17,810 $2,320 $20,130 $1,780 $21,910 lFerracon AGREEMENT FOR SERVICES Reference Number: CFI1093 This AGREEMENT is between Kirkham Michael ("Client") and Terracon Consultants, Inc. ("Consultant°) for Services to be provided by Consultant for Client on the West Shaulis Road Extension project ("Project), as described in the Project Information section of Consultant's Proposal dated 3/28/2011 ("Proposal") unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1. Scope of Services. The scope of Consultant's services is described in the Scope of Services section of the Proposal ("Services"), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and fumished to Consultant at the time of the Services. 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees eamed to the date of termination plus reasonable costs of closing the project, 3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4. Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Compensation section of the Proposal unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection -related costs that Consultant incurs, including attomey fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. 5. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties. For a limited time period not to exceed three months from the date of the report, Consultant will issue additional reports to others agreed upon with Client, however Client understands that such reliance will not be granted until those parties sign and return Consultant's reliance agreement and Consultant receives the agreed-upon reliance fee. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANTS FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $25,000 OR CONSULTANTS FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANTS SERVICES OR THIS AGREEMENT. UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE INSURANCE COVERAGE, CAUSE(S) OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7. Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant's substantial completion of services on the project. 8. Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (1) workers' compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (ii) Page 1 of 2 Rev. 8 -ID 1[erracon commercial general liability insurance ($1,000,000 occ / $2,000,000 agg); (111) automobile liability insurance ($1,000,000 B.I. and P.D. combined single limit); and (iv) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Kansas law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client agrees to the level or amount of testing performed and the associated risk. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by services not performed due to a failure to request or schedule Consultant's services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of tests (unless stated otherwise in the Services). Client shall furnish or cause to be fumished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Material unless specifically provided in the Services, and that Client is responsible for directing such disposition. In the event that test samples obtained during the performance of Services (i) contain substances hazardous to health, safety, or the environment, or (ii) equipment used during the Services cannot reasonably be decontaminated, Client shall sign documentation (if necessary) required to ensure the equipment and/or samples are transported and disposed of properly, and agrees to pay Consultant the fair market value of this equipment and reasonable disposal costs. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate govemmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site. Accordingly, Client waives any claim against Consultant and agrees to indemnify and save Consultant, its agents, employees, and related companies harmless from any claim, liability or defense cost, including attorney and expert fees, for injury or loss sustained by any party from such exposures allegedly arising out of Consultant's non -negligent performance of services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans fumished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's contractors, subcontractors, or other parties present at the site. Consultant: �j Terracon Consultants, Inc. Client: Kirkham Michael By: Date: 3/28/2011 By: Date: Name/Title: Cameron Blinn / CMT Department Manager Name/Tdle: Address: 6612 Chancellor Drive, Suite 102 Address: 11021 Aurora Avenue Cedar Falls, Iowa 50613 Des Moines, Iowa 50322 Phone: 319.277.4016 Fax: 319.277.4320 Phone: (515) 270-0848 Fax: (515) 270-1067 Reference Number. CF11093 Page 2 of 2 Rev. 8-10 i rerracon April 01, 2011 Kirkham Michael 11021 Aurora Avenue Des Moines, Iowa 50322 Attn: Mr. Greg Cabalka P: (515) 270-0848 gcabalka@kirkham.com Re: Proposal Letter Pre / Post Condition Survey and Vibration Monitoring Ansborough Avenue Barn Waterloo, Iowa Terracon Proposal No. CF11099 Dear Mr. Cabalka: Terracon Consultants, Inc. (Terracon) appreciates the opportunity to submit this proposal to perform pre and post condition surveys and to monitor the level of vibrations transmitted to the adjacent barn, due to the proposed reconstruction of Ansborough Avenue. This proposal presents our understanding of the project along with the requested scope of services, our fee, and anticipated work schedule. A. PROJECT INFORMATION We understand the project consists of constructing a new Shaulis roadway from Ansborough Avenue to Hawkeye Road and reconstruct a portion of Ansborough Avenue from Shaulis Road to the south of Highway 20 in Waterloo, Iowa. B. SCOPE OF SERVICES Item 1: Preconstruction Condition Survey Terracon will perform the preconstruction survey to document the preconstruction physical condition of the Bar Lee Farms, LTD Barn located at 4634 Ansborough Avenue in Waterloo, Iowa. Terracon will assess the existing structure using visual observation methods. We can obtain measurements of visible structural members, but we will not remove any building materials to assess internal components or members and we will not destructively obtain samples of the structure's materials for testing. Terracon Consultants, Inc. 6612 Chancellor Drive, Ste. 102 Cedar Falls, Iowa 50613 P 319 277 4016 F 319 277 4320 terracon.com Geotechnical Environmental onstruction Materials 1 Facilities Proposal for Pre / Post Construction Survey & Vibration Monitoring Ansborough Avenue Barn Waterloo, Iowa April 1, 2011 L Agreement Reference No. CF11099 lierracon Terracon will also provide professional opinions concerning locations of crack monitors. Terracon can procure, install and record movements evidenced by crack monitors unless the client desires to perform this task themselves. Item 2: Ground Vibration Specification and Monitoring Terracon will consult with Kirkham Michael concerning our findings and opinions of the Preconstruction Condition Survey of the Barn. The structural condition of the barn is one factor to consider when determining the structure's susceptibility to damage from ground -borne vibrations. Terracon recommends baseline vibration levels due to "normal" traffic be obtained prior to the start of construction. These baseline measurements should provide an indication of the vibrations levels historically received at the Barn. At the start of construction, vibration levels should be measured as the contractor operates several heavily loaded trucks on the roadway. Using these data, Terracon can assist Kirkham Michael in establishing "warning" and "stop work" levels of vibration amplitude and/or frequency received at the barn. Terracon should measure vibrations at the barn each time a new construction activity is undertaken and thereafter, Terracon will monitor vibrations for each activity on an as -requested basis when notified by Kirkham Michael. Item 3: Crack Monitoring Unless the client will self perform this task, Terracon personnel will install crack monitoring devices at locations identified by the preconstruction survey. Our budget estimate includes costs to procure and install up to 10 gauges and considers Kirkham Michael personnel will record movements evidenced by crack monitor devices during demolition and construction. Terracon can remove crack monitor devices at the time of the post -condition survey, or the gauges can be left in place if desired by the property owner. It should be noted that the gauges budgeted in our estimate are typically fastened to the surface using either epoxy or screws. While we will work with the contractor to provide the best method for installing the gauges, some damage to the surface is possible. Restoration of the surfaces is not part of our scope of services. Item 4: Post -Construction Condition Survey Terracon will perform a visual, post -construction condition survey. Upon completion of the survey, Terracon will prepare a brief survey report including any digital photos or video recordings obtained during the monitoring. Respowisive. Resourceful -= Reliable 2 Proposal for Pre / Post Construction Survey & Vibration Monitoring Ansborough Avenue Barn t. Waterloo, Iowa April 1, 2011 Agreement Reference No. CF11099 Performance Schedule lierracon We can schedule our site visits upon your acceptance of this proposal and our receipt of written authorization to proceed. It is recommended that this work not precede the initiation of the construction work by more than sixty days. We can initiate services based on the return of a signed copy of this contract. We anticipate that the final report could be provided within 2 weeks of completing the field work. C. COMPENSATION The fees for our services will be billed in accordance with the cost-plus format as detailed in the attached Schedule A. Please understand the cost detailed in Schedule A is approximate and based on information provided by Kirkham Michael. The technician's time will be charged portal to portal. The project manager's time will consist of project coordination, direction, and preparation of reports of the test results. Administrative services include dispatching, data entry and electronic report distribution through our CMELMS project management system. Invoices for services provided will be sent to your attention at the above address. D. AUTHORIZATION Our standard terms and conditions are attached for your review and should be considered a part of our contract for services. If you are in agreement with the outlined scope of services and terms and conditions, please sign the attached Agreement for Services and return one copy for our file. It will be inferred that you are in agreement with the above scope of services and enclosed terms and conditions unless we are notified in writing. Please be aware that we will be unable to distribute field and laboratory reports until a signed contract is received. In addition, we request a complete set of plans and specifications prior to the start of the project. We should also be copied on all revisions related to our services. Thank you for considering Terracon for condition survey and vibration monitoring services. We look forward to assisting you on this project. If you have any questions regarding this proposal, please contact us. Sincerely, Terragion Consultants j c. ameron Blinn Rick Lock art Department Manager Office Manager Construction Materials Services Principal Cc: (2) - Client (1) - File Attachments: Schedule A Agreement For Services Responsive Resourceful Reliable 3 Ansborough Avenue Barn Waterloo, Iowa Proposal No. CF11099 Date: 04/01/2011 SCHEDULE A I. Direct Labor Costs: CATEGORY Technician I Technician II Technician IV Driller CAD Drafter Administration / Secretary Field Engineer Project Engineer Senior Project Manager Principal Engineer II. Payroll Burden & Overhead Costs @ 208.4% (Rounded) Illa. Direct Project Expense CATEGORY Mileage IIIb. Direct Third -Party Expense Equipment Rental Consumable & Misc. Supplies IV. Estimated Costs (I+II+IIIa+l11b) V. Fixed Fee (13% of I+II+IIIa, Rounded) VL Total Cost plus Fee (IV+V) VII. Contingency (10% of IV, Rounded) VIII. Total with Contingency HOURS RATE/HR. AMOUNT 11.92 10 15.01 150 22.99 20.21 16.55 16.63 21.67 25.97 48 34.84 1,672 3 45.09 135 Subtotal (Rounded) $1,960 UNITS UNIT RATE 288 0.51 Subtotal (Rounded) 1 575.00 1 1500.00 Subtotal (Rounded) $4,080 AMOUNT 147 $150 575 1,500 $2,080 $8,270 $800 $9,070 $830 $9,900 1Terrac®n AGREEMENT FOR SERVICES Reference Number: CF11099 This AGREEMENT is between Kirkham Michael ("Client") and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for Client on the Ansboroucih Avenue Bam project ("Project), as described in the Project Information section of Consultant's Proposal dated 04/01/2011 ("Proposal") unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1. Scope of Services. The scope of Consultant's services is described in the Scope of Services section of the Proposal ("Services"), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services. 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the project. 3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4. Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Compensation section of the Proposal unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection -related costs that Consultant incurs, including attomey fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. 5. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties. For a limited time period not to exceed three months from the date of the report, Consultant will issue additional reports to others agreed upon with Client, however Client understands that such reliance will not be granted until those parties sign and return Consultant's reliance agreement and Consultant receives the agreed-upon reliance fee. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANTS FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $25,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE INSURANCE COVERAGE, CAUSE(S) OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7. Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be bome by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant's substantial completion of services on the project. 8. Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPUED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers' compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (ii) Page 1 of 2 Rev. 8-10 Trr con commercial general liability insurance ($1,000,000 occ / $2,000,000 agg); (iii) automobile liability insurance ($1,000,000 B.I. and P.D. combined single limit); and (iv) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be govemed by and construed according to Kansas law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client agrees to the level or amount of testing performed and the associated risk. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by services not performed due to a failure to request or schedule Consultant's services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of tests (unless stated otherwise in the Services). Client shall furnish or cause to be fumished to Consultant all documents and information known or available to Client that relate to the identlty, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Material unless specifically provided in the Services, and that Client is responsible for directing such disposition. In the event that test samples obtained during the performance of Services (i) contain substances hazardous to health, safety, or the environment, or (i) equipment used during the Services cannot reasonably be decontaminated, Client shall sign documentation (if necessary) required to ensure the equipment and/or samples are transported and disposed of properly, and agrees to pay Consultant the fair market value of this equipment and reasonable disposal costs. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site. Accordingly, Client waives any claim against Consultant and agrees to indemnify and save Consultant, its agents, employees, and related companies harmless from any claim, liability or defense cost, including attorney and expert fees, for injury or loss sustained by any party from such exposures allegedly arising out of Consultant's non -negligent performance of services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans fumished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's contractors, subcontractors, or other parties present at the site. Consult nt j2 Terracon Cgnsultants, inc. Client: Kirkham Michael By: Lam' _--i � Date: 04/01/2011 By: Date: Name/Title: Cameron Blinn / CMT Department Manager Name/Title: Address: 6612 Chancellor Drive, Suite 102 Address: 11021 Aurora Avenue Cedar Falls, Iowa 50613 Des Moines, Iowa 50322 Phone: 319.277.4016 Fax: 319.277.4320 Phone: (515) 270-0848 Fax: (515) 270-1067 Reference Number. CF1 1099 Page 2 of 2 Rev. 8-10 Page 1 of 3 JEFF BALES From: JEFF BALES Sent: Friday, January 13, 2012 10:19 AM To: 'Welper, Robert [DOT]' Cc: Mohome, Willie [DOT]; 'Greg Cabalka' Subject: RE: STP -U-8155(696)-70-07 & STP -U-8155(711)-70-07 Bob, Based on input Greg Cabalka, project inspector, the estimated outstanding payments under (696) is $52,000 for construction. The PE and CE contracts have been final billed and we are awaiting final audit. Greg estimates the final construction contract cost to be approximately $1,195,000. The federal -aid portion of this would amount $956,000. Based on the information received in Shawn Majors e-mail dated 1/12/12, $1,565,000 has been authorized for construction. Therefore, $609,000 appears to be available to be moved to (711). Also, both you and Shawn identified another $134,400 in "parked funds". Adding both of these figures amounts to grand total of $743,400 available to be transferred to (711). I'm thinking this is the amount that I should request be moved. Let me know what you think. Thanks. Jeff From: Welper, Robert [DOT] [mailto:Robert.Welper@dot.iowa.gov] Sent: Thursday, January 12, 2012 5:15 PM To: JEFF BALES Cc: Mohorne, Willie [DOT] Subject: RE: STP -U-8155(696)--70-07 & STP -U-8155(711)-70-07 Jeff, The following numbers are derived from the Fed Aid Project Modification (attached). They only address construction costs and construction engineering (CE) costs for (711). They are all hand -calculated, so please verify the math before using. $5,247,516 estimated total project cost (includes DOT -generated contingency), minus $1,427,173 non -participating (includes DOT -generated contingency). That leaves $3,820,343 construction costs eligible for Fed aid. $3,820,343 construction costs eligible for Fed aid, times 80% Fed aid share $3,056,274.40 potential Fed aid need for construction $3,056,274.40 potential Fed aid need for construction, minus $1,969,852.00 Fed aid committed on 12/12/2011. Unfunded Fed aid -eligible share of construction cost is $1,086,422.40 (also known as Advanced Construction Funds) 2/10/2012 Page 2 of 3 $ 338,238.57 construction engineering (CE) fee, times 80% Fed aid share $ 273,790.86 potential Fed aid share of CE $ 273,790.86 potential Fed aid share of CE, minus $ 134,400.00 Fed aid available immediately from (696), minus $ 139,390.86 portion of Fed aid available upon de -obligation from (696), equal $ 0.00 CE fully funded $ 555,110.00 Fed aid available upon de -obligation from (696), minus $ 139,390.86 portion of Fed aid available upon de -obligation from (696) used for CE, equal $ 415,719.14 remainder of Fed aid available upon de -obligation from (696) $1,086,422.40 unfunded Fed aid share of construction cost, minus $ 415,719.14 remainder of Fed aid available upon de -obligation from (696), equals $ 670,703.26 Fed aid -eligible work that must use local money. REMAINING CITY COSTS for (711) $1,427,173.00 non -participating construction work, plus $ 492,463.00 matching funds for $1,969,852 Fed aid already committed to (711) construction work, plus $ 33,600.00 matching funds for $134,400 Fed aid available immediately from (696), plus $ 138,777.00 matching funds for $555,110 Fed aid available upon de -obligation from (696), plus $ 670,703.26 Fed aid -eligible work that must use local money, equals $2,762,716.26 This is entirely my interpretation of the money in play. The numbers presented are the those available when I put it together. Bob From: Majors, Shawn [DOT] Sent: Thursday, January 12, 2012 8:38 AM To: Majors, Shawn [DOT]; 'JEFF BALES'; Welper, Robert [DOT] Cc: Chambers, Matthew [DOT]; Galloway, Kevin [DOT]; Stokes, Danny [DOT] Subject: RE: STP -U-8155(696)--70-07 & STP -U-8155(711)--70-07 It appears that some of the funding for PE on (696) was actually reduced at some point so I have the current STIP limit incorrect. The correct STIP limit for (696) is actually $2,146,912 meaning there is $134,400 available right now. Sorry for the confusion. From: Majors, Shawn [DOT] Sent: Thursday, January 12, 2012 8:29 AM To: 'JEFF BALES'; Welper, Robert [DOT] Cc: Chambers, Matthew [DOT]; Galloway, Kevin [DOT]; Stokes, Danny [DOT] Subject: STP -U-8155(696)--70-07 & STP -U-8155(711)--70-07 Jeff, Below is a summary of what we currently have authorized for each of these projects. STP -U-8155(696)--70-07 PE $326,912 CE $120,000 2/10/2012 e3of3 Construction $1,565,600 Total FA Authorized $2,012,512 STIP Limit $2,106,912 STP -U-8155(711)--70-07 PE $100,000 ROW $635,248 Other $28,000 Construction $1,969,852 Total FA Authorized $2,733,100 STIP Limit $2,733,100 You are currently at your STIP limit for (711) and you are under your STIP limit on (696) by $94,400 so you have that available now. The bid for construction with contingency on (696) came in at $1,263,112 and 80% of those costs are $1,010,489. The difference between what is authorized and the bid amount is $555,110. Since these funds are currently obligated they would need to be de -obligated before they can become available for (711). I am basing these numbers on the bids and I don't know if there were change orders or how close this project is to being completed or finaled out. I recommend that Bob and yourself work together to figure out how much funding is actually available based on the latest costs. Once we move funds from one project to another we won't be able to move them back so we need to make sure we don't move too much depending on the status of the project. If you and Bob can come up with a number then we can de -obligate the funds on (696) and authorize them on (711). Please let me know if you have any questions. Thanks Shawn Majors Office of Program Management Iowa Department of Transportation 800 Lincoln Way Ames, IA 50010 ph. (515) 239-1288 2/10/2012