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HomeMy WebLinkAboutSUBCONSULTANT SERVICES - TALLGRASS HISTIRIANS LC EarthTech 501 Sycamore Street P 319.232.6531 Suite 222 F 319.232.0271 A*LOCO International Ltd.Company Waterloo, IA 50703 www.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 Tallgrass Historians L.C. ("Subconsultant") 2460 S. Riverside Drive Iowa City,Iowa 52242 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 SUBCONSULTANT APPROVED ARTH TECH By 0.0K, By Title Title Vice President Date - I I (0101 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 a Phase I archaeological study and an intensive-level architectural/historic study. 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 Attachment A. PART H 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 B. Maximum Amount Payable is the total cost of Ninety-Eight Thousand Four Hundred Dollars ($98,400.00), which shall not be exceeded without written approval of Earth Tech and concurrence by the Client. A contingency amount of Eight Thousand Dollars($8,000.00)has been established for this agreement and is included in the Maximum Amount Payable. Written requests by the subconsultant indicating cause of cost overruns and written approval by Earth Tech and Client is needed prior to usage of the contingency amount. 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, which payment shall be a condition precedent for payment under this Agreement, less any retainage by Client or otherwise specified in this Agreement. 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\TallgrassUS63.doc -3- • PART IV SUBCONSULTANT STANDARD TERMS AND CONDITIONS 1. STANDARD OF CARE. Services shall be performed in accordance with(a)the modification. Payment to Subconsultant will be contingent upon receipt of such standard of professional practice ordinarily exercised by the applicable profession at the certificates. Annual renewal certificates shall be provided during the term of this time and within the locality where the Services are performed,and(b)applicable laws Agreement evidencing no 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 front Subconsultant's compensation,and,if litigation costs)arising out of claims based on alle gations of negligent acts or omissions Subconsultant's remaining compensation is not sufficient to reimburse Earth Tech for or resulting from breach of this Agreement by Subconsultant,or parties acting on its such costs,recover the same from Subconsultant. behalf in the performance of the Services. 2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is based 9. PROPRIETARY INFORMATION. Information 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. initial phases. As the Project progresses,facts discovered may indicate that scope should be redefined. Subconsultant will promptly inform Earth Tech in writing of such 10. INDEPENDENT CONTRACTOR. Subconsultant is an independent Contractor situations,and if the facts discovered constitute a material change in Project assumptions, and will maintain complete control of and responsibility for its employees, agents, the parties shall renegotiate this Agreement as necessary. No payment for services methods, and operations. Nothing contained in this Agreement will create any beyond those described in the original scope will be authorized without a written contractual relationship between Client and Subconsultant amendment to this Agreement. 11. AMENDMENT. This Agreement,upon execution by both parties hereto,can be 3. SAFETY. Subconsultant shall establish and maintain programs and procedures for amended only by a written instrument signed by both parties. the safety of its employees. Subconsultant shall also comply with safety programs and procedures governing the Project site. Unless specifically set forth in this Agreement, 12. ASSIGNMENT/SUBCONTRACTING. Except for assignments(a)to entities Earth Tech specifically disclaims any authority or responsibility for general job site safety which control,or are controlled by,the parties hereto or(b)resulting from operation of and safety of persons other than Earth Tech employees. law,the rights and obligations of this Agreement cannot be assigned or subcontracted by either party without written permission of the other party. This Agreement shall be 4. DELAYS. If events beyond the control of Subconsultant,including,but not limited binding upon and inure to the benefit of any permitted assigns or subcontractors. to,fire,flood,explosion,riot,strike,war,process shutdown,act of God or the public enemy,and act or regulation of any government agency,result in delay to any schedule 13. DISPUTE RESOLUTION. Parties shall attempt to settle disputes arising under established in this Agreement,such schedule shall be extended for a period equal to the this agreement by discussion between the parties senior representatives of management. delay. If any dispute can not be resolved in this manner,within a reasonable length of time, parties agree to attempt non-binding mediation or any other method of alternative dispute 5.TERMINATION/SUSPENSION. Either party may terminate this Agicemtent upon resolution prior to filing any legal proceedings. In the event any actions are brought to 30 days written notice to the other party. Earth Tech shall pay Subconsultant for all enforce this Agreement,the prevailing party shall be entitled to collect its litigation costs Services,including profit relating thereto,performed in accordance with the requirements from the other party. of this Agreement prior to termination. 14. NO WAIVER. No waiver by either party of any default by the other party in the In the event either party defaults in its obligations under this Agreement(including Earth performance of any particular section of this Agreement shall invalidate any other section Tech's obligation to make the payments required hereunder),the non-defaulting party of this Agreement or operate as a waiver of any future default,whether like or different in may,after 7 days written notice stating its intention to suspend performance under the character. Agreement if cure of such default is not commenced and diligently continued,and failure of the defaulting party to commence cure within such time limit and diligently continue, 15.NO THiRD-PARTY BENEFICIARY.Nothing contained in this Agreement,nor suspend performance under this Agreement. the performance of the parties hereunder,is intended to benefit,nor shall inure to the benefit of,any third party,including Client's contractors,if any. Subconsultant will,upon written notice from Earth Tech,suspend performance under this Agreement In such event,Subconsultant will resume performance upon written notice 16. SEVERABILITY. The various terms,provisions and covenants herein contained from Earth Tech and an appropriate extension of time will be mutually agreed upon and shall be deemed to be separate and severable,and the invalidity or unenforceability of added to Subconsultant's time of performance. any of them shall not affect or impair the validity cr enforceability of the remainder. 6. COORDINATION WITH OTHER CONTRACTORS. Subconsultant 17. AUTHORITY. The persons signing this Agreement warrant that they have the understands that other contractors may be engaged by Client or Earth Tech to perform authority to sign as,or on behalf of,the party for whom they are signing. services for the Project. Subconsultant shall perform Services in manner,sequence and timing to coordinate with services provided by such other contractors. 18. NOTICES. Any notice required hereunder shall be sent to the business address designated on the signature page of this Agreement and shall be deemed served if sent by 7. INSURANCE. Subconsultant shall maintain insurance coverages and performance registered or certified mail or hand-delivered to an officer or authorized representative of and payment bonds of the same type and with the same limits as required under the Prime the party to whom the notice is directed. Agreement. Minimum insurance requirements shall be as follows: 19. INCORPORATION OF PRIME AGREEMENT. Subconsultant agrees to be Comprehensive General Liability $1,000,000 occurrence/aggregate bound by the Prime Agreement or selected portions thereof which is/are attached to this Automobile Liability $1,000,000 occurrence/aggregate Agreement and incorporated by reference herein. Specifically,and without limitation,for Worker's Compensation/Employers Liability Statutory projects subject to the Federal Acquisition Regulations(FARs),Subconsultant agrees to comply with all applicable sections of the FARs. Certificates evidencing such coverage will be provided to Earth Tech with the executed copy of this Agreement providing for 30 days written notice to Earth Tech prior to cancellation or i.>WORK nuum..u;arr.snvrnuip...rcJac „vs Attachment A SCOPE OF WORK- Revised 12/16/2005 Submitted By: Tallgrass Historians L.C., Iowa City, Iowa PROJECT: U.S. 63 CULTURAL RESOURCE STUDY, WATERLOO,IOWA DESCRIPTION OF TALLGRASS PROJECT:PHASE I ARCHAEOLOGICAL AND INTENSIVE LEVEL ARCHITECTURAL/HISTORICAL STUDIES This Scope of Work and the attached Budget are submitted at the request of Earth Tech, Waterloo,Iowa.Managing Member of Tallgrass Historians L.C.is Jan Olive Nash,who is qualified as an Historian and Architectural Historian. She will act as overall Project Manager and Principal Investigator for the survey of historic and architectural resources.Member Leah D. Rogers is qualified as an Archaeologist and Architectural Historian and will be Principal Investigator for the archaeological study. It is anticipated that two to three additional staff persons may work on the project as well. This Scope and the attached Budget are based on aerial photographs electronically received in "pdf'format on 21 September 2005. Project parameters are represented on these aerials as an irregular yellow line commencing at the south end at US 218 roughly opposite the John Deere factory site and terminating at the north end at Donald Street.Tallgrass has relied on these maps as modified by Earth Tech's verbal instructions to generate the attached cost figures. Should the project corridor as finally drawn be different,Tallgrass will review and adjust the budget as necessary. It is assumed Earth Tech will provide the needed scroll aerials with parcel and property owner information, as well as any other necessary maps and materials usually provided, prior to commencement of the survey. Character of and Assumptions about the Project Corridor: Notable features of this area as determined by the aerials and through prior experience with similar surveys include: • an approximate building count of 225 buildings and structures* • the majority of these properties, are assumed to be more than 40 years old • properties are a mix of residential,transportation-related,commercial,and manufacturing types • the corridor crosses at least two rail lines and generally through a densely-built urban landscape • bridges within the project parameters are included *Serves as a guide only to estimate the size of a project and to prepare the cost figures. Shrinking corridor lines can reduce the overall cost of the study,but not necessarily on a one-to-one basis. Architectural/Historical Scope of Study: The Intensive-level survey will examine buildings, structures, and other significant landscape features located within the project corridor in order to evaluate their potential eligibility for the National Register of Historic Places or to determine if they have been previously evaluated.Properties that have not been previously evaluated will then be evaluated within an appropriate historic context developed for this project, and reported using accepted standards and guidelines of the Iowa State Historic Preservation Office and National Register bulletins.Methodologies employed by Tallgrass in prior Iowa studies and accepted by the Iowa SHPO will be followed in the present project with the following exception. Based on conversations with Ralph Christian(IA SHPO office)and Randall Faber(Iowa DOT), in July 2003,and October 2005,properties more than 40 years old(deemed"historic"for purposes of Tallgrass Historians L.C.,Iowa City,Iowa Waterloo,IA U.S.63 12/16/2005 revised 1 • • this study)that are not eligible for the National Register and properties that appear to be less than 40 years old(deemed"modern")will be recorded with only locational information and digital photography.No Iowa Site Inventory forms will be prepared for such properties and no black- and-white photographic prints will turned in.Instead,reporting of this type of construction will be through an Excel table of properties and a CD of digital images. The overall project map will, however,reflect all properties.In addition,a project report that discusses the methods and findings of the survey will be delivered, including completed inventory forms and digital prints for each property that is evaluated as eligible for the National Register of Historic Places. Archaeological Scope of Study: The Phase I archaeological investigation will be conducted according to the guidelines for Phase I survey as approved in 1999 by the State Historical Society of lowa/SHPO and the Association of Iowa Archaeologists(MA).The field methodology will include systematic pedestrian surface survey of all areas having adequate surface visibility (greater than 25%)and a potential for surface to near surface archaeological deposits and systematic subsurface testing at intervals no greater than 15 m in all areas having inadequate surface visibility(less than 25%)and/or potential for archaeological deposits in a buried context. It is anticipated because of urban development that the majority of the APE can be eliminated from further archaeological consideration.The cost estimate is based on the potential for having to conduct subsurface testing on an approximate total of 40 vacant lots,one lot along the riverfront, and the yard area associated with the stone house at 902 Logan as indicated by the previous architectural/historical reconnaissance study completed by Jan Nash of Tallgrass Historians L.C. Since most of the vacant lots likely had houses or commercial properties on them at one time,it is anticipated that a similar number of archaeology sites could be encountered.Any archaeological sites encountered will be evaluated according to the significance criteria and integrity considerations of the National Register of Historic Places.The results of the Phase I investigation will be summarized in a report that adheres to the state guidelines in format and content. BUDGET: See attached Tallgrass Historians L.C.,Iowa City,Iowa Waterloo,IA U.S.63 12/16/2005 revised 2 • Attachment B U.S. Highway 63 Improvements U.S. 218 to Donald Street Waterloo, Iowa Initial Design Phase Cost Analysis Tallgrass Historians L.C. I. Direct Labor Cost Category Hours Rate/Hour Amount Principal Investigator 476 $34.00 $16,184.00 Research Associate 574 $17.50 $10,045.00 Research Assistant I 160 $15.00 $2,400.00 Research Assistant II 396 $13.00 $5,148.00 Clerical/Crew 904 $11.00 $9,944.00 $43,721.00 2510 II. Payroll Burden and Overhead Provisional Costs 60.00% $26,232.60 III. Direct Project Expenses Category Units Rate/Unit Amount Mileage 4500 $0.485 $2,182.50 Per Diem 95 85.000 $8,075.00 Photography $150.00 Research Costs $75.00 Reproduction Costs $200.00 Supplies/Shipping $200.00 Artifact Curation/Site Fee $1,200.00 $12,082.50 IV. Estimated Actual Costs $82,036.10 Rounded $82,000.00 V. Fixed Fee $8,400.00 VI. Contingency $8,000.00 VII. Maximum Amount Payable $98,400.00