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HomeMy WebLinkAboutHoward R. Green Co.-Grant Agreement -2- 12.14.2006 Scope of Services City of Waterloo Downtown Brownfields Initiative EPA Brownfields Petroleum Assessment Grant Part I: Tasks 1. Environmental Assessments Phase I ESAs will follow the ASTM Practice E 1527-05 for Phase I ESAs and will likely include historical research and interviews beyond the requirements of the standard. The Phase I ESA process will also be conducted to meet EPA's definition of"All Appropriate Inquiry."This task will include preparation of quality assurance project plans,health and safety plans, site-specific sampling plans, and actual Phase II intrusive investigation activity and reporting. 2. Interagency Coordination The City is budgeting time for consultant assistance to communicate Phase I and Phase II ESA results to the City, assist in presentations on the brownfields program and results to state and federal partners, and to communicate extensively with the Iowa DNR Contaminated Sites Section regarding Phase II work plan development relative to possible enrollment in Iowa's Land Recycling Program(LRP). 3. Identify,Assess,Monitor Risks to Sensitive Populations This task includes coordination with the County and State Health Department's to assess social, psychological,and toxicological risks to sensitive populations surrounding the site. It also includes studying potential risks to the adjoining City water supply well and environmental risks to the adjoining Virden Creek,a tributary to the Cedar River. 4. Cleanup Planning This task includes conducting activities necessary to determine appropriate cleanup actions and may include working with the Iowa DNR regarding planning for petroleum cleanup,developing cost estimates for product and tank removal, developing cleanup alternatives and associated cost estimates,developing reuse plans for the area of the site affected by contamination such that the cleanup standards are appropriate to the future intended use. This may include planning for engineering or institutional controls to mitigate risks and development of appropriate enforcement mechanisms related to those controls. 5. Community Outreach This task includes the preparation of informative brochures and materials,draft notices of monthly meetings,preparation, attendance,and presentation at neighborhood meetings, and attendance and presentation at other requested meetings and events. This task,as directed by the City,may also include maintenance of the Waterloo's brownfields activities on the City's website. SOS 111006 Petroleum Assessment Wloo Dtwn.doc - 1 - Part II: Schedule Task Date Notice Proceed(NTP) Nov 06 1. Program Implementation 2. Public Outreach Dec 06—Sept 08 3. Phase I ESA Dec 06—Sept 08 4. Quality Assurance Planning Jan 07—Sept 07 5. Phase II ESA Jan 07—April 07 6. Sensitive Population Studies Ongoing 7. Cleanup Planning May 08—Sept 08 Part III: Budget Task Cost 1. Environmental Assessments $ 125,000 2. Interagency Coordination $ 5,000 3. Identify,Assess,Monitor Risks to Sensitive Populations $ 15,000 4. Cleanup Planning $ 20,000 5. Community Outreach $ 10,000 SUB-TOTAL $ 175,000 Total Cost—Confirmed Basic Service $ 175,000 The total contract cost of$175,000 is being offered on a cost-plus,not to exceed basis. Costs may be reallocated among the various tasks through coordination with the City Brownfields Project Director as allowed under the EPA Cooperative Agreement. Additionally, costs may be reallocated to labor from the expense budget or from the expense budget to the labor budget with approval from the City Brownfields Project Director. Requests by the City for consultant services beyond those included and described in Part I and budgeted for in Part III will be negotiated under an amended contract agreement. Howard R. Green Company,in cooperation with and at the direction of the City,will evaluate minority business enterprise(MBE), disadvantaged business enterprise(DBE), and Woman-owned business enterprise (WBE)subcontractor relationships with the intent of working toward project goals. A copy of Howard R. Green Company's year 2006 rate schedule by employee classification is attached. Work performed in 2007 will be billed in accordance with Howard R. Green Company's 2007 rate schedule. SOS 111006 Petroleum Assessment Wloo Dtwn.doc -2- HOVVARD R. GREEN COMPANY STANDARD HOURLY FEE SCHEDULE Effective January 1, 2006 to December 31, 2006 CLASSIFICATION HOURLY RATE Principal-In-Charge $169.00 Senior Project Manager 153.00 Senior Project Planner 134.00 Project Manager 129.00 Senior Project Architect 129.00 Senior Project Scientist 129.00 Senior Technical Advisor 129.00 Senior Project Engineer 112.00 Construction Manager 112.00 Project Architect 107.00 Project Planner 102.00 Project Scientist 102.00 Project Engineer 102.00 Project Associate 102.00 Staff Engineer 89.00 Staff Architect 67.00 Senior Engineering Technician 97.00 Engineering Technician II 89.00 Engineering Technician I 77.00 CADD Technician II 76.00 CADD Technician I 64.00 Registered Senior Land Surveyor 107.00 Registered Land Surveyor 92.00 1 - Person w/GPS or Robotic Equipment 97.00 2- Person Crew 126.00 2- Person Crew w/GPS or Robotic Equipment 142.00 Field Services Manager 97.00 Senior Field Technician 84.00 Field Technician II 79.00 Field Technician I 63.00 Administrative Assistant 57.00 REIMBURSABLE EXPENSES 1. All materials and supplies used in the performance of work on this project will be billed at cost plus 10%. 2. Auto mileage will be reimbursed per the standard mileage reimbursement rate established by the Internal Revenue Service. Service vehicle mileage will be reimbursed on the basis of$0.80 per mile. 3. Charges for sub-consultants will be billed at their invoice cost plus 15%. 4. A rate of$6.00 will be charged per Howard R. Green labor hour for a computer and communication fee. 5. All other direct expenses will be invoiced at cost plus 10%. SOS 111006 Petroleum Assessment Wloo Dtwn.doc -3 Page 1 of 4 HOWARD R. GREEN COMPANY PURCHASE ORDER THIS AGREEMENT, made this r/f day of December , 2006 by and between The City of Waterloo the CLIENT, and HOWARD R. GREEN COMPANY(hereafter"HRG"), for professional services concerning: Waterloo Downtown Brownfields Initiative, Petroleum Assessment Grant (Describe the Project). HRG Project Number 722930J32 The CLIENT agrees to employ HRG to perform the following services: See Scope of Services dated 11/10/06 (Describe Services). In consideration for these services, the CLIENT AGREES to pay HRG on the following basis: (Indicate Payment Method) ❑ Lump sum in the amount of RI Per current Rate Schedule with an estimated fee of $175,000 ❑ Other as stated here: The Schedule of Fees and Conditions of HOWARD R. GREEN COMPANY (attached hereto) are incorporated into this AGREEMENT and made a part of it. HOWARD R. GREEN COMPANY CLIENT HRG By: Timothy Hu ey By Michael G. Fisher Its Mayor Its Vice-President rclo— By: Nancy Eckert Its City Clerk SCHEDULE OF FEES AND CONDITIONS Page 2 of 4 HOWARD R.GREEN COMPANY A. FEES AND PAYMENT 1. The fee for services will be based on Howard R.Green Company's(hereafter"HRG")standard hourly rates current at the time the work is done. These standard hourly rates are subject to change upon 30 days written notice. Non-salary expenses directly attributable to the project such as:(1)living and traveling expenses of employees when away from the home office on business connected with the project;(2)identifiable communication expenses; (3)identifiable reproduction costs applicable to the work;and(4)outside services will be charged in accordance with the rates current at the time the work is done. 2. Payment shall be due within thirty(30)days after date of monthly invoice describing the work performed and expenses incurred during the preceding month. 3. CLIENT agrees that timely payment is a material term of this Agreement and that failure to make timely payment as agreed constitutes a breach hereof. In the event payment for services rendered has not been made within thirty(30)days from the date of invoice,HRG may,after giving seven(7)days written notice to CLIENT and without penalty or liability of any nature,and without waiving any claim against CLIENT,suspend all work on all authorized services as set forth herein. Upon receipt of payment in full for services rendered,plus interest charges,HRG will continue with all services not inconsistent with Article C.4 herein. Payment of all compensation due HRG pursuant to this Agreement shall be a condition precedent to CLIENT using any of HRG's professional services work products furnished under this Agreement. 4. In order to defray carrying charges resulting from delayed payments,simple interest at the rate of eighteen percent(18%)per annum(but not exceeding the maximum rate allowed by law)will be added to the unpaid balance of each invoice. The interest period shall commence thirty(30)days after date of original invoice and shall terminate upon date of payment. Payments will be first credited to interest and then to principal. No interest charge will be added during the initial thirty(30)day period following date of invoice. B. COMMENCEMENT OF WORK. The work will be commenced immediately upon receipt of this signed purchase order. If after commencement of work the project is delayed for any reason beyond the control of HRG for more than sixty(60)days,the terms and conditions contained herein are subject to revision. Subsequent modifications shall be in writing and signed by the parties to this Agreement. C. MISCELLANEOUS PROVISIONS 1. BOOKS OF ACCOUNT. HRG will maintain books and accounts of payroll costs,travel,subsistence,field,and incidental expenses, Said books and accounts will be available at all reasonable times for examination by CLIENT at the corporate office of HRG. 2. INSURANCE/INDEMNIFICATION/RISK ALLOCATION (a) HRG will maintain insurance for claims under the Worker's Compensation Laws,and from General Liability and Automobile claims for bodily injury, death,or property damage arising from the negligent performance by HRG's employees of the functions and services required under this Agreement. (b) HRG is skilled in the professional calling necessary to the services and duties proposed to be performed,and that it shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals of HRG's same locality, and to that end HRG agrees to purchase insurance for HRG,its officers,and employees from and against any and all liability,claims,suits,loss, damages,costs,and expenses arising out of or resulting from any negligent acts,errors,or omissions of HRG,its officers and employees,in the performance of their services and duties hereunder,but not from the negligence or willful misconduct of CLIENT,its officers,and employees. Notwithstanding the existence of professional liability insurance,the total aggregate of HRG's,its employees,officers,directors,agents,or consultants,liability to all parties related to this Agreement shall not exceed$50,000.00,or the amount of HRG's fee,whichever is less. (c) CLIENT hereby understands and agrees that HRG has not created nor contributed to the creation or existence of any or all types of hazardous or toxic wastes,materials,chemical compounds,or substances,or any other type of environmental hazard or pollution,whether latent or patent,at CLIENT's premises,or in connection with or related to this project with respect to which HRG has been retained to provide professional engineering services. The compensation to be paid HRG for said professional engineering services is in no way commensurate with,and has not been calculated with reference to,the potential risk of injury or loss which may be caused by the exposure of persons or property to such substances or conditions. Therefore,to the fullest extent permitted by law,CLIENT agrees to defend,indemnify,and hold HRG,its officers,directors,employees, and consultants,harmless from and against any and all claims,damages,and expenses,whether direct,indirect,or consequential,including,but not limited to,attorney fees and Court costs,arising out of,or resulting from the discharge,escape,release,or saturation of smoke,vapors,soot, fumes,acid,alkalies,toxic chemicals,liquids gases,or any other materials,irritants,contaminants,or pollutants in or into the atmosphere,or on, onto,upon,in,or into the surface or subsurface of soil,water,or watercourses,objects,or any tangible or intangible matter,whether sudden or not. (d) Nothing contained within this Agreement shall be construed or interpreted as requiring HRG to assume the status of a generator,storer, transporter,treater,or disposal facility as those terms appear within the Resource Conservation and Recovery Act,42 U.S.C.A.,3 6901 et seq.,as amended,or within any State statute governing the generation,treatment,storage,and disposal of waste. (e) Notwithstanding any provisions in this Agreement to the contrary,if this project involves construction,as that term is generally understood,and HRG does not provide engineering services during construction,including,but not limited to,observation,site visits,shop drawing review,and design clarifications,CLIENT agrees to defend,indemnify,and hold HRG,its consultants,agents,and employees harmless from any and all liability arising out of this project or Agreement. (f) HRG shall not be liable for damages arising out of or resulting from the actions or inaction of governmental agencies,including,but not limited to, permit processing,environmental impact reports,dedications,general plans and amendments thereto,zoning matters,annexations or consolidations,use or conditional use permits,and building permits. CLIENT agrees to defend,indemnify,and hold HRG,its consultants,agents, and employees harmless from any and all liability,other than that caused by the negligent acts,errors,or omissions of HRG,arising out of or resulting from the same. 3. DOCUMENTS Page 3 of 4 (a) The CLIENT acknowledges HRGs construction documents as instruments of professional service. Nevertheless,the plans and specifications prepared under this Agreement shall become the property of the CLIENT upon completion of the work and payment in full of all monies due to HRG. The CLIENT shall not reuse or make any modifications to the plans and specifications without the prior written authorization of HRG. The CLIENT agrees,to the fullest extent permitted by law,to indemnify and hold HRG harmless from any claim,liability or cost(including reasonable attorneys fees and defense costs)arising or allegedly arising out of any unauthorized reuse or modifications of the construction documents by the CLIENT or any person or entity that acquires or obtains the plans and specifications from or through the CLIENT without the written authorization of HRG. (b) All computer programs,work product,inventions,patents,copyrights,software,and other like data developed during the course of the project,are and shall remain the sole property of HRG. (c) HRG's liability to CLIENT for any computer programs,software products,or related data furnished hereunder is limited solely to the correction of residual errors,minor maintenance,or update(s)as agreed. HRG makes no warranties of any kind,including any implied warranty of merchantability or of fitness for any particular purpose,or against infringement,with respect to computer programs,software products,related data, technical information,or technical assistance provided by HRG under this Agreement. In no event shall HRG,its officers,agents,or employees be liable under or in connection with this Agreement under any theory of tort,contract,strict liability,negligence,or other legal or equitable theory for incidental or consequential damage relating to any work performed or not performed,services,acts or omissions,computer programs,software products,or related data furnished hereunder. (d) Environmental Audit/Site Assessment report(s)are prepared for CLIENT's sole use. CLIENT agrees to defend,indemnify,and hold HRG,its consultants,agents,and employees harmless against all damages,claims,expenses,and losses arising out of or resulting from any reuse of the Environmental Audit/Site Assessment report(s)without the written authorization of HRG. 4. TERMINATION OR ABANDONMENT.If any portion of the work is terminated or abandoned by CLIENT,the provisions of this Schedule of Fees and Conditions in regard to compensation and payment shall apply insofar as possible to that portion of the work not terminated or abandoned. If said termination occurs prior to completion of any phase of the project,the fee for services performed during such phase shall be based on HRG's reasonable estimate of the portion of such phase completed prior to said termination,plus a reasonable amount to reimburse HRG for termination costs. 5. ATTORNEY FEES. If litigation arises for purposes of collecting fees or expenses due under this Agreement,the Court in such litigation shall award reasonable costs and expenses,including attorney fees,to the party justly entitled thereto. In awarding attorney fees,the Court shall not be bound by any Court fee schedule,but shall,in the interest of justice,award the full amount of costs,expenses,and attorney fees paid or incurred in good faith. 6. WAIVER. HRG's waiver of any term,condition,or covenant or breach of any term,condition,or covenant,shall not constitute a waiver of any other term, condition,or covenant,or the breach thereof. 7. ENTIRE AGREEMENT. This Agreement,and its attachments,constitutes the entire understanding between CLIENT and HRG relating to professional engineering services. Any prior or contemporaneous agreements,promises,negotiations,or representations not expressly set forth herein are of no effect. Subsequent modifications or amendments to this Agreement shall be in writing and signed by the parties to this Agreement. If the CLIENT,its officers,agents,or employees request HRG to perform extra work or services pursuant to this Agreement,CLIENT will pay for the additional services even though an additional written Agreement is not issued or signed. 8. SUCCESSORS AND ASSIGNS. All of the terms,conditions,and provisions hereof shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and assigns,provided,however,that no assignment of this Agreement shall be made without written consent of the parties to this Agreement. 9. OPINION OF PROBABLE CONSTRUCTION COSTS. Opinion of probable construction costs for the facilities considered and designed under this Agreement are prepared by HRG through exercise of its experience and judgment in applying presently available cost data,but it is recognized that HRG has no control over costs of labor and materials,or over the construction contractors methods of determining prices,or over competitive bidding procedures,market conditions,and unknown field conditions so that HRG cannot and does not guarantee that proposals,bids,or the project construction costs will not vary from HRG's opinion of probable construction costs. 10. INJURY TO WORKERS. It is understood and agreed that HRG's fee is based on HRG being named as an Additional Insured on construction contractors insurance policy for Comprehensive General Liability and Builders All Risk Liability,and CLIENT agrees to insert into all Contracts for construction between CLIENT and construction contractor(s)arising out of this design a provision requiring the construction contractor(s)to defend, indemnify,and hold harmless both CLIENT and HRG from any and all actions arising out of the construction project,including,but not limited to,injury to or death of any worker on the job site,not caused by the sole negligence of CLIENT or HRG. 11. SITE VISITS. Visits to the construction site and observations made by HRG as part of services during construction under this Agreement shall not make HRG responsible for,nor relieve the construction contractor(s)of the obligation to conduct comprehensive monitoring of the work sufficient to ensure conformance with the intent of the Contract Documents,and shall not make HRG responsible for,nor relieve the construction contractor(s)of the full responsibility for all construction means,methods,techniques,sequences,and procedures necessary for coordinating and completing all portions of the work under the construction contract(s),and for all safety precautions incidental thereto. Such visits by HRG are not to be construed as part of the observation duties of the on-site observation personnel defined below. 12. ON-SITE OBSERVATION. When HRG provides on-site observation personnel as part of services during construction under this Agreement,the on-site observation personnel will make reasonable efforts to guard CLIENT against defects and deficiencies in the work of the contractor(s),and to help determine if the provisions of the Contract Documents are being fulfilled. Their day-to-day observation will not,however,cause HRG to be responsible for those duties and responsibilities which belong to the construction contractor(s),including,but not limited to,full responsibility for the means,methods, techniques,sequences,and progress of construction,and the safety precautions incidental thereto,and for performing the construction work in accordance with the Contract Documents. • Page 4 of 4 13. SEVERABILITY. If any provision of this Agreement is declared invalid,illegal,or incapable of being enforced by any Court of competent jurisdiction,all of the remaining provisions of this Agreement shall nevertheless continue in full force and effect,and no provision shall be deemed dependent upon any other provision unless so expressed herein. 14. DISPUTE RESOLUTION. (a) Mediation. In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the CLIENT and HRG agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise.The CLIENT and HRG further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with subcontractors,sub-consultants,suppliers or fabricators so retained,thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. (b) Arbitration. In the event the parties to this Agreement are unable to reach a settlement of any dispute arising out of the services under this Agreement,involving an amount of less than $50,000,in accordance with Paragraph 14(a)Mediation,then such disputes shall be settled by binding arbitration by an arbitrator to be mutually agreed upon by the parties,and shall proceed in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. If the parties cannot agree on a single arbitrator,then the arbitrator(s) shall be selected in accordance with the above-referenced rules. T's • • • .• .• ,