HomeMy WebLinkAboutEocene - PSA - 1.21.2025AGREEMENT (PSA)
Project: Project Blackout
PROFESSIONAL SERVICES Eocene-
- Environmental Group
Property: Site #1 and Site #2, Near N Elk Run Road and Newell Street, Waterloo, Iowa 50703
Client: City of Waterloo
Contact: Noel Anderson
Address: 715 Mulberry Street
City/State/Zip: Waterloo, Iowa 50703
Phone: 319.291.4366
Email: noel.anderson@waterloo-ia.org
AGREEMENT made this 16th day of January 2025, by and between the service provider, Eocene Environmental
Group, Inc. (Eocene) and City of Waterloo (Client).
WHEREAS the Client intends to engage the services of Eocene to: complete environmental due diligence services
for sites being considered for development.
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 environmental due diligence services for two sites (Site #1 and Site #2) in Waterloo
near N Elk Run Road and Newell Street. Site #1 is approximately 40.94-acres and includes a 10.36-acre potential
expansion. Site #2 is approximately 52.33-acres. A map showing these sites is included within this PSA.
2. Scope of Services
Desktop Reviews and Mapping
Eocene will review the following items and create figures to assist the development site selection committee.
• Federal Emergency Management Agency floodplain
• Utilities
• Land ownership
• Transportation network
• Zoning
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Phase I ESA
This Project scope includes preparing a Phase I ESA report in general accordance with the ASTM E1527-21
Standard Practice for the purpose of identifying recognized environmental conditions (RECs) in connection with the
Property, at least to the extent feasible pursuant to the processes described in the referenced practice. An
Environmental Professional, as defined by 40 CFR §312.10(b), will oversee and/or conduct all elements of this
Project scope and provide opinions in the Phase I ESA report. The Project scope also includes documenting the
results of an inquiry per United State Environmental Protection Agency's All Appropriate Inquiries Rule, or AAI (as
promulgated by 40 CFR §312).
In conducting this Project scope, Eocene will utilize the Phase I ESA elements and methods outlined in Sections 7
through 12 of the ASTM E1527-21 Standard Practice. This includes the following components:
• The Records Review will include obtaining and reviewing records that will help identify RECs in connection
with the Property.
• The Reconnaissance will include a visit to the Property to collect information and make observations to help
identify RECs.
• Interviews with Past and Present Owners, Operators, and Occupants will obtain information about current
and past features, uses, activities, and conditions at the Property in support of identifying RECs.
• Interviews with State and/or Local Government Officials will obtain commonly known information or records
about the environmental condition of the Property or surrounding area.
The Evaluation and Report Preparation will report the findings and conclusions of the Phase I ESA, supported by
the Environmental Professional's opinions and appropriate documentation to support the findings
Geotechnical Study
The project will include six geotechnical borings drilled to a depth of 20 feet below ground surface at both sites.
Eocene will contact Iowa One Call for utility locates. Upon agreement of this proposal, drilling operations will occur
on January 23, 2025. Each engineering report will include soil classifications, site conditions, groundwater
observations, grading concerns, foundation design, retaining wall/loading dock wall design parameters, paving
design, and subbase design.
Cultural Resources Desktop Assessment
Eocene will complete an Archaeological Desktop Assessment (Phase 1A with no site visit) for the proposed project
sites. Our understanding is that the review area consists of two options (#1 and #2, plus the potential expansion
area for #1) encompassing approximately 103.63 acres total. Our strategy for completing these projects is to rely
on a mixture of background research, geologic mapping, and archaeological/architectural literature review
investigations to identify known cultural resources within the project area and make recommendations for future
cultural resource investigation needs. All proposed research will follow standards for archaeological investigations
in Iowa defined by the Association of Iowa Archaeologists (2023). The investigation will include.
• Comprehensive review of historic plat maps, historic records, archaeological site records, and historic
architectural inventories.
• Detailed description of the project area, including historic maps and aerial photographs.
• Geomorphological research of documented soil types within the review area.
• Recommendations for future cultural resources studies (for both above and below ground resources)
based on the project's potential to impact cultural resources.
• Preparation of a contract completion report meeting or exceeding State and Federal requirements.
This proposal does not include curation costs, a site visit, intensive archaeological survey (Phase 1), historic
architecture survey, or advanced testing (Phase II) of cultural resources that might be documented as present
during the desktop analysis.
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Desktop Review for Aquatic Resources
Eocene's team of wetland scientists will use their experience in Iowa wetlands and regulatory status of wetlands to
conduct a desktop wetland survey utilizing available aerial imagery, LIDAR, topographic mapping, mapped soils
and the national wetland inventory. The intent of the survey is to document a lack of identifiable wetland markers
resulting in a documented recommendation of no further work/permitting needed, when appropriate, as well as to
identify areas with wetland markers necessitating field delineation and possible permitting prior to development. If
applicable, the survey deliverable will be a recommendation of no delineation needed and reasons, provided on
Eocene letterhead for Client's documentation. If wetland makers are found, Eocene will discuss next steps with
Client and this work will be rolled into any field delineation completed.
Desktop Review of Threatened and Endangered Species
For any Federal involvement, including the requirements of Section 404 wetland permitting, coordination is required
with the agencies for possible impacts to Threatened and Endangered Species under the U.S. Endangered Species
Act of 1973. This desktop review is intended for early identification of known species or habitat that may require
additional review prior to permitting and construction.
• No field habitat studies are included in this scope; if it is determined that field habitat studies for threatened
or endangered species are needed or required to complete the review process, additional costs may apply,
subject to approved change order by the Client.
• All findings of habitat and species or communities of interest would be documented to GIS with mapping,
shapefiles, AutoCAD and location information provided in digital formats.
• A request for Environmental Review for the project area will be submitted to Iowa Department of Natural
Resources to ascertain the known presence of any protected species within the project vicinity.
• An official IPaC species list based on project area will be generated from the local U.S. Fish and Wildlife
Service office through the USFWS ECOS website.
• Deliverable report will include a description of habitat and a listing of all federal species.
• If habitat or protected species are found to exist during the desktop study, Eocene will assist Client in
identifying opportunities for minimizing species impacts and provide recommendations for additional
surveys, and/or conservation measures if necessary.
Environmental Due Diligence Summary Deliverable
Eocene will summarize all the previous scope items into a deliverable for the development site committee. Also
included into the deliverable will be information regarding renewable energy mix for the energy provider, ability for
net metering if photovoltaic solar power is utilized on -site, and availability of wetland credits and cost to purchase if
wetlands are identified on -site.
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:
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.
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5. Schedule
The Project will commence immediately upon receipt of written notice to proceed from the Client. All tasks will be
completed by January 29, 2025. For the geotechnical study, drilling is scheduled to occur on January 23, 2025.
6. Project Cost, Payment and Termination
The Client shall pay Eocene on a Time and Materials with Not to Exceed Total for tasks selected below for the
performance of this Agreement. The costs shown below represent the total for both sites.
Tasks
Desktop Reviews and Mapping
Cost
$ 3,000.00
Phase I ESA
$ 7,600.00
Geotechnical Study
$ 11,320.00
Cultural Resources Desktop Assessment
$ 4,500.00
Desktop Review for Aquatic Resources
$ 1,800.00
Desktop Review of Threatened and Endangered Species
$ 1,200.00
Environmental Due Diligence Summary Deliverable
$ 8,000.00
Project Management and Coordination
$ 2,500.00
Total
$ 39,920.00
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
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work performed by Eocene in electronic form only for information and use by Client for the 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 attorneys 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 WATERLOOS �
Accepted by: Quert-u/z (ar
JIcI ._U•
SIGNED
Printed/Typed Name: Quentin Hart
Title: Mayor
Date: 1 /21 /2025
EOCENE ENVIRON
Accepted by:
ENTAL GROUP, INC.
Printed/Typed Name: Jon Reis
Title: Senior Project Manager
Date: January 16, 2025
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