HomeMy WebLinkAboutEocene Environmental Group - PSA - EPA Brownfields Multipurpose Grant - 12.2.2024AGREEMENT (PSA)
PROFESSIONAL SERVICES . Eocene -
my Environmental Group
Project: EPA Brownfields Multipurpose Grant: Qualified Environmental Professional (QEP)
Property: Waterloo, Iowa Citywide
Client: City of Waterloo, Iowa
Contact: Aric Schroeder
Address: 715 Mulberry Street
City/State/Zip: Waterloo, IA 50703
Phone: 319.291.0141
Email: Aric.schroeder@waterloo-ia.org
AGREEMENT made this 22nd day of November, 2024, by and between the service provider, Eocene
Environmental Group Inc. (Eocene) and the City of Waterloo (Client).
WHEREAS the client intends to engage the services of Eocene to: assist with the implementation of the Client's
United States (US) Environmental Protection Agency (EPA) Brownfields Multipurpose Grant. Work will be
completed in conjunction with the Client's EPA Brownfield program and EPA Cooperative Agreement (CA)
objectives.
WHEREAS, Eocene agrees to provide said services pursuant to the terms of this Agreement.
NOW THEREFORE, the parties agree as follows:
1. Project
Eocene agrees to complete the required tasks for the implementation of the Client's EPA Brownfields
Multipurpose Grant under the CERCLA Section 104(k) Cooperative Agreement, Grant Number 96716501, for the
period of 10/1/2024 through 9/30/2029.
2. Scope of Services
The Scope of Services for this project consists of task items listed as follows:
Task 1— Program Management ($34,000)
This task will consist of completing activities associated with programmatic management, implementation and
execution of the grant. Eocene will assist the Client with coordination with property owners, stakeholders, and
interested citizens. Additionally, Eocene will ensure the Client complies with the EPA's reporting requirements.
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Task 2 — Community Involvement ($43,400)
This task will consist of conducting four (4) open house events. Notice of events and meetings will be published
through a variety of sources including the local newspaper, the Client's website and flyers posted throughout the
city. Eocene will attend at least five (5) project partner committee meetings. The Client and Eocene will work to
educate the public on the benefits of the EPA Brownfields Program to ensure the success of the project. This task
also includes continually updating the Brownfields program website and design and distribution of a program
brochure. Eocene is committed to preparing and submitting five (5) press releases.
Task 3 — Site Assessment ($270,000)
Eocene will coordinate and attend a project kickoff meeting before March 2025 with project partners (Client, EPA,
IDNR, etc.). This task will consist of completing Phase I, Phase II, and Supplemental (ACM/LBP) Environmental
Site Assessments (ESAs) in addition to cleanup planning. Eocene will conduct approximately 10 Phase I ESAs,
10 Phase II ESAs, associated ACRES work packages, and Supplemental Investigations as needed. Eocene will
prepare the Generic QAPP along with the Site -Specific Sampling and Analysis Plans (Phase II ESA Work Plans)
or Addenda to the Generic QAPP, conduct the ESAs, and review assessment activities for Quality Assurance.
Phase I ESAs will be performed by Eocene in accordance with the "Standard Practice for ESAs: Phase I ESA
Process," established by ASTM, designated E 1527-21, that embodies All Appropriate Inquiry (AAI) (40 CFR Part
312). Phase II ESAs will be performed by Eocene in accordance with EPA approved Phase II ESA Work Plans
following ASTM Standards for Phase II ESAs (ASTM designation E1903-19). Supplemental Assessment
(ACM/LBP) assessments performed by Eocene will be completed in accordance with State and Federal
guidelines. Site -specific cleanup plans will likely consist of developing plans and specifications for a public bid for
environmental remediation.
Task 4 — Site Cleanup ($162,600)
This task will consist of the preparation of an Analysis of Brownfields Cleanup Altematives (ABCA) document that
will incorporate green and sustainable remediation techniques for two (2) sites identified for cleanup. The ABCA
for each site will include remedial actions for each identified contaminant that exceeds applicable cleanup
standards for Iowa. Plans will be based on an identified specific or potential reuse.
If the contaminant dictates, sites selected for cleanup will be enrolled in the Iowa Department of Natural
Resources' (DNR) Land Recycling Program (LRP). Prior to site cleanup, Eocene will follow all regulatory
requirements - including Section 106 requirements, which includes review, preparation and submittal of cultural
resources documentation. Eocene will produce cleanup specifications and bid documents (2) for contractor
procurement, preparation of a Request for Proposal, and, once cleanup is underway, will complete on -site
observation and Davis -Bacon interviews. Following site cleanup Eocene will prepare a final cleanup report (2) on
behalf of the Client for submittal to the EPA. For cleanup sites enrolled in the LRP, Eocene will ensure compliance
with Iowa DNR requirements, so a No Further Action certificate is received. Eocene will ensure compliance with
Davis -Bacon regulations during cleanup activities.
A sub -task of Site Cleanup will be air monitoring and project observation. Eocene can provide air monitoring
services and project observation, which will include the collection and analysis of personal air samples, short term
excursion limit air samples, and field blanks as required by OSHA. Eocene will oversee removal, hauling, and
disposal of all ACM to the Black Hawk County Landfill.
3. Eocene Responsibilities
Eocene Hereby agrees to:
I. Provide the professional services as set forth in this Agreement; and
II. Perform said services in a manner consistent with that degree of care and skill ordinarily exercised by members
of the same profession currently practicing at the same time and in the same or similar locality.
4. Client Responsibilities
Client hereby agrees to:
108 East 7th Street, Suite 2, Coralville, IA 52241 866.875.5527 eocene.com
I. Provide a knowledgeable representative of the Property, who will be available to coordinate all on -site work; and
II. Provide unrestricted access to the Property for Eocene to perform the services; and
III. Provide copies of any previously completed reports that may be pertinent to this Project.
5. Schedule
The Project will commence immediately upon receipt of the executed Professional Services Agreement (PSA)
from the Client. Eocene anticipates working closely with the Client throughout the grant period, which expires in
September 2029.
6. Project Cost, Payment and Termination
The Client shall pay Eocene on a Time and Materials Basis with Not to Exceed Total based on the attached 2024
Billing Rate Schedule for the itemized tasks listed below for the performance of this Agreement. Billing rates are
subject to change on an annual basis. Direct costs such as communications, postage, routine printing and copying
are included.
Tasks
Cost
Task 1: Program Management
$34,000.00
Task 2: Community Involvement
$43,400.00
Task 3: Site Assessment
$270,000.00
Task 4: Site Cleanup
$162,600.00
Total
$510,000.00
Invoices for Eocene's services will be submitted every 30 days or upon project completion if project completion is
less than 30 days. Invoices shall be due and payable upon receipt. If any invoice is not paid within 30 days,
Eocene may, without waiving any claim or right against the Client, and without liability whatsoever to the Client,
suspend or terminate the performance of services. Time and material costs will be adjusted annually in
accordance with rate increases paid to personnel, inflation, and market conditions.
7. Work Product
All field notes, laboratory test data, calculations, estimates and other documents including all documents on
electronic media prepared by Eocene as instruments of service and/or used in the preparation of the final project
deliverables shall remain the property of Eocene.
All project documents including, but not limited to, plans and specifications furnished by Eocene under this project
are intended for use on this project only. Any reuse, without specific written verification or adoption by Eocene,
shall be at the Client's sole risk, and Client shall defend, indemnify and hold harmless Eocene from all claims,
damages and expenses including attorney's fees arising out of or resulting therefrom.
Under no circumstances shall delivery of electronic files for use by the Client be deemed a sale by Eocene, and
Eocene makes no warranties, either express or implied, of merchantability and fitness for any particular purpose.
In no event shall Eocene be liable for indirect or consequential damages as a result of the Client's use or reuse of
the electronic files.
Because electronic file information can be easily altered, corrupted, or modified by other parties, either
intentionally or inadvertently, without notice or indication, Eocene reserves the right to remove itself from its
ownership and/or involvement in the material from each electronic medium not held in its possession. Client shall
retain copies of the work performed by Eocene in electronic form only for information and use by Client for the
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specific purpose for which Eocene was engaged. Said material shall not be used by Client or transferred to any
other party, for use in other projects, additions to this project, or any other purpose for which the material was not
strictly intended by Eocene without Eocene's expressed written permission. Any unauthorized use or reuse or
modifications of this material shall be at Client's sole risk. Furthermore, the Client agrees to defend, indemnify,
and hold Eocene harmless from all claims, injuries, damages, losses, expenses, and attomey's fees arising out of
the modification or reuse of these materials.
8. Project Site
The Client agrees to use good faith efforts to maintain a safe Project site for Eocene staff and, as applicable,
subcontractors and assigns. Such good faith efforts shall include, but not exhaustive, ensuring that Project site is
free and clear of any imminent hazards that pose a direct and immediate danger to any such individual potentially
affected.
9. Claims and Disputes
Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either the Client or Eocene. Eocene's services under this Agreement are being performed
solely for the Client's benefit, and no other party or entity shall have any claim against Eocene because of this
Agreement or the performance or nonperformance of services hereunder. The Client and Eocene agree to require
a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors and other entities
involved in this Project to carry out the intent of this provision.
The Client shall make no claim for professional negligence, either directly or in a third party claim, against Eocene
unless the Client has first provided Eocene with a written certification executed by an independent professional
currently practicing in the same discipline as Eocene and licensed in the State in which the claim arises.
10. Limited Liability
The Client agrees, to the fullest extent permitted by law, to limit the liability of Eocene and Eocene's officers,
directors, partners, employees, shareholders, owners and subconsultants to the Client for any and all claims,
losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including
attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of Eocene and its
officers, directors, partners, employees, shareholders, owners and subconsultants to all those named shall not
exceed $50,000. It is intended that this limitation apply to any and all liability or cause of action however alleged
or arising, unless otherwise prohibited by law.
11. Mediation
In an effort to resolve any conflicts that arise during the project or following the completion of the project, the
Client and Eocene 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 Eocene 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.
12. Attorney's 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 prevailing party. 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.
13. Controlling Law
This Agreement shall be construed and enforced in accordance with the laws of the state of Iowa.
14. Assignment
Neither the Agreement nor any of the rights or obligations arising under the Agreement may be assigned without
prior written consent.
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This agreement is approved and accepted by the Client and Eocene upon both parties signing and dating the
agreement. The effective date of the agreement shall be the last date entered below.
CITY OF WATERLOO, IOWA
Accepted by: Otte/tan 9ir-1
Printed/Typed Name: Quentin Hart
Title: Mayor
Date: 12/2/2024
EOCENE ENVIRONMENTAL OUP INC.
Accepted by:
Printed/Typed Name: Ryan Peterson
Title: Vice President
Date: 11/22/2024
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