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HomeMy WebLinkAboutSUBCONSULTANT SERVICES - TERRACON CONSULTANTS INC EarthTech 501 Sycamore Street P 319.232.6531 Suite 222 F 319.232.0271 A'NCO International Ltd.Company Waterloo, IA 50703 earthtech.com SUBCONSULTANT SERVICES AGREEMENT PROJECT NAME: U.S.Highway 63 Improvements U.S. 218 to Donald Street("Project") Waterloo,Iowa This Agreement is by and between Subconsultant Terracon Consultants,Inc. ("Subconsultant") 5855 Willow Creek Drive SW Cedar Rapids,Iowa 52404-4312 and, Earth Tech,Inc. 501 Sycamore, Suite 222 P.O.Box 1497 Waterloo,Iowa 50704-1497 Who agree as follows: Earth Tech hereby engages Subconsultant to perform the services set forth in Part I("Services")and Subconsultant agrees to perform the Services for the compensation set forth in Part III. Subconsultant and Earth Tech agree that this signature page,together with Parts I-IV and attachments referred to therein,and the Prime Agreement,constitute the entire agreement between them relating to the Project("Agreement"). APPROVED FOR SUBCON ANT APPROVED F e ' E 'TH TECH By Byo Title ,G viregi�� - Title Vice President Date `' � ' 2' Date March 29,2006 PART I SUBCONSULTANT'S RESPONSIBILITIES A. SCOPE Earth Tech has submitted an Agreement for Professional Services to the City of Waterloo,Iowa,("Client"), which is the Prime Agreement. The services to be provided by Subconsultant to Earth Tech are a portion of the services required under this agreement. The services to be provided shall include subsurface exploration and geotechnical engineering services. The subconsultant shall provide the services in accordance with the project schedule developed by Earth Tech's project manager for the project. The services are further defined in the subconsultant's proposal dated September 30, 2005,which is Attachment A. PART II EARTH TECH'S RESPONSIBILITIES Earth Tech shall, at its expense, do the following: A. INFORMATION/REPORTS Provide reports, studies and similar information provided to Earth Tech by Client relating to the Services. B. REPRESENTATIVE Designate a representative who shall have the authority to transmit instructions,receive information,interpret and define Earth Tech's requirements and make decisions with respect to the Services. C. DECISIONS Provide criteria and information as to Earth Tech's requirements for the Services,attend meetings and make decisions on matters relating to the Services. D. MEETINGS Advise the Subconsultant of review meetings with the Client and needed submittals for these meetings. -2- PART III SUBCONSULTANT COMPENSATION,BILLING,AND PAYMENT A. COMPENSATION Compensation for the Services shall be on a cost plus fixed fee basis in accordance with the cost summary provided in Attachment A. Maximum Amount Payable is the total cost of Nine Thousand One Hundred Dollars($9,100.00),which shall not be exceeded without written approval of Earth Tech and concurrence by the Client. B. BILLING AND PAYMENT 1. Timing/Format Subconsultant shall bill Earth Tech monthly for Services completed at the time of billing. Such bills shall be prepared in a form and supported by documentation as Earth Tech may reasonably require, and as may be required by Client. Earth Tech shall pay Subconsultant within 10 days of payment to Earth Tech by Client. 2. Billing Records Subconsultant shall maintain accounting records of its costs in accordance with generally accepted accounting practices and, if required by the Prime Agreement, in compliance with Federal Acquisition Regulations. Access to such records will be provided during normal business hours with reasonable notice during the term of this Agreement and for 3 years after Iowa DOT audit of project costs. All invoices shall indicate Earth Tech project number and representative. L:\work\ADMIN\AGREE\SUB\TerraconUS63.doc -3- • PART IV • SUBCONSULTANT STANDARD TERMS AND CONDITIONS • 1. STANDARD OF CARE. Services shall be performed in accordance with(a)the Payment to Subconsultant will be contingent upon receipt of such certificates. Annual standard of professional practice ordinarily exercised by the applicable profession at the renewal certificates shall be provided during the term of this Agreement evidencing no time and within the locality where the Services are performed,and(b)applicable laws reduction in required coverages. ' and regulations,including,but not limited to,laws and regulations for the protection of the environment. Subconsultant will,upon notice by Earth Tech,timely re-perform any 8. INDEMNIFICATION.To the fullest extent permitted by law,Subconsultant shall non-conforming services without additional compensation. If deficiencies are not defend, hold harmless and indemnify Earth Tech, its agents, employees and corrected in a timely manner,Earth Tech may cause the same to be corrected and deduct representatives from all claims, loss, liability, and damages (including reasonable costs incurred by reason of such deficiency from Subconsultant's compensation,and,if litigation costs)arising out of claims based on negligent acts or omissions or resulting Subconsultant's remaining compensation is not sufficient to reimburse Earth Tech for from breach of this Agreement by Subconsultant,or parties acting on its behalf in the such costs,recover the same from Subconsultant performance of the Services. 2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is based 9. PROPRIETARY INFORMATION. Informs don relating to the Project,unless in on facts known at the time of execution of this Agreement For some projects involving the public domain,shall be kept confidential by Subconsultant and shall not be made conceptual or process development services,scope may not be fully definable during available to third parties without written consent of Earth Tech,unless pursuant to court initial phases. As the Project progresses,facts discovered may indicate that scope should order. be redefined. Subconsultant will promptly inform Earth Tech in writing of such situations,and if the facts discovered constitute a material change in Project assumptions, 10. INDEPENDENT CONTRACTOR. Subconsultant is an independent Contractor the parties shall renegotiate this Agreement as necessary. No payment for services and will maintain complete control of and responsibility for its employees,agents, beyond those described in the original scope will be authorized without a written methods, and operations. Nothing contained in this Agreement will create any amendment to this Agreement contractual relationship between Client and Subconsultant. 3. SAFETY. Subconsultant shall establish and maintain programs and procedures for 11. AMENDMENT. This Agreement,upon execution by both parties hereto,can be the safety of its employees. Subconsultant shall also comply with safety programs and amended only by a written instrument signed by both parties. procedures governing the Project site. Unless specifically set forth in this Agreement, each party specifically disclaims authority or responsibility for general job site safety and 12. ASSIGNMENT/SUBCONTRACTING. Except for assignments(a)to entities safety of persons other than that party's employees. which control,or are controlled by,the parties hereto or(b)resulting from operation of law,the rights and obligations of this Agreement cannot be assigned or subcontracted by 4. DELAYS. If events beyond the control of Subconsultant,including,but not limited either party without written permission of the other party. This Agreement shall be • • to,fire,flood,explosion,riot,striate,war,process shutdown,act of God or the public binding upon and inure to the benefit of any permitted assigns or subcontractors. enemy,and act or regulation of any government agency,result in delay to any schedule established in this Agreement,such schedule shall be extended for a period equal to the 13. DISPUTE RESOLUTION. Parties shall attempt to settle disputes arising under delay. this agreement by discussion between the parties senior representatives of management. If any dispute can not be resolved in this manner,within a reasonable length of time, 5.TERMINATION/SUSPENSION.Either party may terminate this Agreement upon parties agree to attempt non-binding mediation or any other method of alternative dispute 30 days written notice to the other party. Earth Tech shall pay Subconsultant for all resolution prior to filing any legal proceedings. In the event any actions are brought to Services, including termination expenses and profit relating thereto, performed in enforce this Agreement,the prevailing party shall be entitled to collect its litigation costs accordance with the requirements of this Agreement prior to termination. from the other party. In the event either party defaults in its obligations under this Agreement(including Earth 14. NO WAIVER. No waiver by either party of any default by the other party in the Tech's obligation to make the payments required hereunder),the non-defaulting party performance of any particular section of this Agreement shall invalidate any other section may,after 7 days written notice stating its intention to suspend performance under the of this Agreement or operate as a waiver of any future default,whether Lace or different in Agreement if cure of such default is not commenced and diligently continued,and failure character. of the defaulting party to commence cure within such time limit and diligently continue, suspend performance under this Agreement. 15.NO THIRD-PARTY BENEFICIARY.Nothing contained in this Agreement,nor the performance of the parties hereunder,is intended to benefit,nor shall inure to the Subconsultant will,upon written notice from Earth Tech,suspend performance under this benefit of,any third party,including Client's contractors,if any. Agreement. In such event,Subconsultant will resume performance upon written notice from Earth Tech and an appropriate extension of time will be mutually agreed upon and 16. SEVERABILITY. The various terms,provisions and covenants herein contained added to Subconsultant's time of performance. shall be deemed to be separate and severable,and the invalidity or unenforceability of any of them shall not affect or impair the validity or enforceability of the remainder. 6. COORDINATION WITH OTHER CONTRACTORS. Subconsultant understands that other contractors may be engaged by Client or Earth Tech to perform 17. AUTHORITY. The persons signing this Agreement warrant that they have the services for the Project. Subconsultant shall perform Services in manner,sequence and authority to sign as,or on behalf of,the party for whom they are signing. timing to coordinate with services provided by such other contractors. • 18. NOTICES. Any notice required hereunder shall be sent to the business address 7. INSURANCE. Subconsultant shall maintain insurance coverages and performance designated on the signature page of this Agreement and shall be deemed served if sent by and payment bonds of the same type and with the same limits as required under the Prime registered or certified mail or hand-delivered to an officer or authorized representative of Agreement. Minimum insurance requirements shall be as follows: the party to whom the notice is directed. Comprehensive General Liability $1,000,000 occurrence/aggregate 19. INCORPORATION OF PRIME AGREEMENT. Subconsultant agrees to be Automobile Liability $1,000,000 occurrence/aggregate bound by the Prime Agreement or selected portions thereof which is/are attached to this Worker's Compensation/Employers Liability Statutory Agreement and incorporated by reference herein. Specifically,and without limitation,for Professional Liability $1,000,000 occurrence/aggregate projects subject to the Federal Acquisition Regulations(FARs),Subconsultant agrees to Umbrella Liability $2,000,000 occurrence/aggregate comply with all applicable sections of the FARs.In the event the Prime Agreement limits Earth Tech's liability to the Client,Subconsultant's liability to Earth Tech under this Earth Tech shall be named as an additional insured on the first two policies referred to Agreement shall be limited to the same extent. above as it relates to services rendered hereunder. Certificates evidencing such coverage will be provided to Earth Tech with the executed copy of this Agreement providing for 30 20. Neither party shall be liable to the other for loss of profits or revenue;loss of use or days written notice to Earth Tech prior to cancellation or non-renewal or reduction in opportunity;loss of good will;cost of substitute facilities,goods,or services;cost of coverage. capital;or for any special,consequential,indirect,punitive,or exemplary damages. I.IWOR10,AGRLESAVnsTCTLR.Wr 1195 ATTACHMENT A September 30, 2005 Irerracon Consulting Engineers&Scientists Earth Tech Terracon Consultants,inc. 501 Sycamore Suite 222 5855 Willow Creek Drive SW Waterloo, Iowa 50703 Cedar Rapids,lows 52404 4312 Phone 319.366.8321 Fax 319.366.0032 Attention: Mr. Bob Lentz, P.E. www.terracon.com Re: Proposal for Geotechnical Engineering Services U.S. Highway 63 Improvements U.S.218 to Donald Street Waterloo, Iowa Proposal No.CF05340 Dear Mr. Lentz: We are pleased to submit this proposal for soil borings, laboratory testing, and geotechnical engineering services for the referenced project in Waterloo, Iowa. This proposal presents our understanding of the project along with our proposed scope of services, estimated fees, and agreement for services. A. PROJECT DESCRIPTION Project information was provided by Earth Tech. The project pertains to the proposed improvements on U.S.63 between the U.S.218 interchange and Donald Street. The services to be provided under Earth Tech's direction include the final evaluation of U.S. 63 alternatives, environmental documentation, preliminary design, final design and construction services. The project will be completed in phases and this proposal will address Phase 1. Subsequent phases will be completed by supplemental agreements at the time those services are needed. In general, the Phase I services will include surveying, aerial mapping, base mapping, traffic analysis, evaluation of design alternatives, environmental documentation, development of an enhancement master plan, preliminary and final design, planning activities, public involvement activities,project coordination, project administration and meetings. B. SCOPE OF SERVICES Terracon's scope of services include providing soil boring, laboratory testing, engineering analysis and recommendations as necessary to assist Earth Tech in the completion of the Phase I design activities. The Phase I design activities involve relatively short sections of roadway (500 to 800 feet) with little or no cut or fill earthwork planned. At this stage of the design, the extent of soil borings, sampling, laboratory testing, and geotechnical engineering analyses that are required are unknown. Terracon has determined a general scope of work that includes the following: Delivering Success for Clients and Employees Since 1965 More Than 70 Offices Nationwide U.S.Highway 63 Improvements—Waterloo, Iowa lierracon Proposal No.CF05340 September 30,2005 • Two days for a drill rig and a 2-man crew to drill soil borings. We estimate this would result in approximately 200 linear feet of drilling. • Laboratory testing for the samples obtained from the drilling mentioned above. We anticipate that this would be primarily identification tests (plastic & liquid limits, standard proctors, grain size analysis,etc.) • Engineering analysis and recommendations • Project oversight and contract administration Due to the preliminary nature of the project at this time, the proposed scope may need to be revised as more information becomes available. Terracon will contact property owners for permission and coordinate with the City of Waterloo prior to beginning fieldwork. Those property owners denying access will be honored. The client should provide contact information for the landowners that will be affected. The client should also provide an awareness and/or location of any public or private subsurface utilities existing in the area. Also, if there are any other restrictions or special requirements regarding this site or exploration, these should also be provided to us prior to our commencing field work. Terracon will contact the Iowa "One Call" service to locate public utilities. Locating private utilities is the responsibility of the owner. Terracon will not be responsible for any damage to utilities not marked or improperly located. We understand that Earth Tech or its representatives will provide the locations and elevations of the borings. Our fee estimate includes the boring locations being readily accessible to our ATV mounted equipment. We understand required traffic control for the project will consist of signage and traffic cones around any borings in the right-of-way of Waterloo city streets. Our Budget Estimate assumes that the field exploration can be performed without the need for personal protective equipment. If evidence of contamination is encountered in any of the borings, the exploration at that location will be terminated and our findings discussed with you. Should personal protective equipment or special borehole sealing procedures become necessary,our fee will be discussed with you prior to commencing further drilling. C. COMPENSATION We have estimated the applicable units, unit rates, and fee totals for the scope of services described above. We understand that a cost plus fixed fee format will be utilized for the contract. Cost analyses are tabulated on the attached Schedule A. Given the preliminary nature of the data available to support our scope development, the scope is likely to change when more design data becomes available. Should new design or subsurface conditions be encountered which require major revisions in the subsurface exploration program and/or result in significantly higher costs, 2 U.S.Highway 63 Improvements—Waterloo, Iowa Proposal No.CF05340 lterracon September 30,2005 we would contact you prior to initiating this work. Our invoice will be submitted upon completion of our services to your attention at the above referenced address. We understand that the terms and conditions for these services will be negotiated and will be incorporated into a new agreement prepared by Earth Tech. If you have any questions regarding the enclosed information, please contact us. Thank you for considering Terracon for your geotechnical engineering services and giving us the opportunity to be of service to you. We look forward to assisting you on this project. Sincerely, lierracon r-/ii/A- - eat�4hv Timothy T.Wiles, P.E. ~ Dennis L.Hoover,P.E. Senior Project Manager Highway Projects Coordinator • NAProposals2005}Geotechnical Proposals1CF05340.30Sep.EatthTech.doc Attachments 3 US Highway 63 Improvements Waterloo,Iowa September 30,2005 SCHEDULE A 1. Direct Labor Costs: CATEGORY HOURS RATE/HR. AMOUNT Technician I 12 10.85 130 Technician II 8 13.65 109 Technician IV 4 19.70 79 Driller 40 20.72 829 CAD Drafter 14.45 Administration/Secretary 2 15.10 30 Field Engineer 19.50 Project Engineer 26.10 Senior Project Manager 36 30.15 1,085 Principal Engineer 4 43.10 172 $2,434 Il. Payroll Burden & Overhead Costs @ 196.6% $4,785 Ilia. Direct Project Expense CATEGORY UNITS UNIT RATE AMOUNT Drill Rig (Days) 2 324.67 649 Iowa Borehole Shear 225.00 GPS Unit(Days) 125.00 Mileage 200 0.365 73 11lb.Direct Third-Party Expense $722 Crop Damage Meals and Accommodations(per diem) 0 64.00 Consumable&Misc.Supplies Third-Party Expenses(Traffic Control) 130 $130 IV. Estimated Costs (1+11+Ilia+lltb, Rounded) $8,070 V. Fixed Fee(13%of 1+11+111a, Rounded) $1,030 VI. Total Cost(IV+V, Rounded) $9,100