HomeMy WebLinkAboutSUBCONSULTANT SERVICES - AERIAL SERVICES INC � Y
EarthTech 501 Sycamore Street P 319.232.6531
Suite 222 F 319.232.0271
A i'L,CO 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
Aerial Services, Inc. ("Subconsultant")
2120 Center Street
P.O. Box 336
Cedar Falls, Iowa 50613
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 : ' • 'TH TECH
By By d
Title Vice President & COO Title Vice President
Date March 31, 2006 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 aerial mapping of the U.S.Highway 63 corridor from U.S.218 to
Donald Street as shown on the mapping attached to this agreement. 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 following tasks:
Task 1. Black/White Aerial Photography. Flights at 1,500' and 12,000' above ground for production of
photographic products and/or mapping data. Included in photography is one set of contact prints for the
client's use and one set with the needed ground control marked on the backside to be retained by Aerial
Services,Inc.
Task 2. Field Control. All horizontal and vertical ground control is to be provided by the Client as requested
by Aerial Services,Inc. The necessary field control shall consist of three points minimum at the beginning
and end of the project as well as three points every 4th stereo model for each flight strip. Required data for
each point is north and east coordinate and elevation.
Task 3. Analytical Aero-Triangulation. Will be accomplished under the supervision of Aerial Services,Inc.,
personnel on Wild Modified PUG3, Zeiss P-3 analytical instrument or ISAT and ALBANY or Pat B
software.
Task 4. Topographic/Digital Terrain Model(DTM)Mapping. Compilation of planimetric detail at a scale of
1"=40'and supplemented with 3D breakline features and mass elevations taken on a 25'x 25'grid pattern
sufficient for production of a 1' contour interval. A varying corridor width and approximately 15,000'in
length as shown on the attached Maps 1 and 2 will be used unless otherwise instructed. There is an estimate
of nineteen(19)stereo models in this area. Mapping data will be supplied in Intergraph MicroStation file
format using ASI file layer schema. Mass point and breakline DTM data will be supplied in layered format
along with the contours.
Task 5. Digital Images. Scanning of a high altitude aerial negative on Vexcel 4000 aerial film scanner @ 25
microns to yield 2'+pixel resolution. Images will be written to a CD ROM. Note: Images are approximate
only and are not accurate to scale.
Task 6. Digital Ortho Images. Scanning of low altitude negatives on Vexcel 4000 aerial film scanner @ 25
microns to yield 0.5"pixel resolution. Note: Images are ortho rectified and are accurate to scale.
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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.
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 Twenty-Four Thousand Six
Hundred Dollars ($24,600.00), which shall not be exceeded without written approval of Earth Tech and
concurrence by the Client.
A contingency amount of One Thousand Dollars($1,000.00)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
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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\Aeria1US63.doc
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PART IV
SUBCONSULTANT STANDARD TERMS AND CONDITIONS
1. STANDARD OF CARE. Services shall be performed in accordance with(a)the to cancellation or modification. Payment to Subconsultant will be contingent upon
standard of professional practice ordinarily exercised by the applicable profession at the receipt of such certificates. Annual renewal certificates shall be provided during the term
time and within the locality where the Services are performed,and(b)applicable laws of this 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 from Subconsultant's compensation,and,if litigation costs)arising out of claims based on allegations 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,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,
Earth Tech specifically disclaims any authority or responsibility for general job site safety 12. ASSIGNMENT/SUBCONTRACTING. Except for assignments(a)to entities
and safety of persons other than Earth Tech 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,strike,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 profit relating thereto,performed in accordance with the requirements enforce this Agreement,the prevailing party shall be entitled to collect its litigation costs
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 like 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 temis,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 AGREEM ENT. 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. 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
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ATTACHMENT B
Attachment E
ASI CONTRACT PROPOSAL Revised 921200514:58
ASI Project#A05-6297-1 EarthTech_Hwy63_Waterloo.xls
Hwy 63 Waterloo Iowa from Hwy 218 North to Donald St.
Earth Tech Project#66092 Project No.
JOB TITLE RATE FRINGE
TECH VII/Proj.Adm./Photogrammetrist $67.56 0.440
TECH Vl/Proj.Man./Photogrammetrist/Darkmom Tech. $25.00 G&A
TECH V/Cartographic Tedmiaan/Photogrammetrist $18.08 3.2317
TECH IV/Compiler/Cartographic Technician $17.60 TOTAL
TECH IB/Compiler/Editor $16.01 3.6718
TECH IVCompiler/Editor $14.50 Facilities Cost of
TECHI/Compiler $13.00 Capital
Administration/Clerical $24.18 0.06253
Clerical $11.50 PROFIT
Aerial Photographer $14.00 0.12
Pilot $18.90
ITEM NO. JOB TITLE HOURS RATE EXTENSION
ITEM I. AEROTRIANGULATION
TECH VI 4.00 $25.00 $100.00
TECHV 7.00 $18.08 $127.00
TECH IV 14.00 $17.60 $246.00
0.00 $0.00 $0.00
25.00
ITEM 2. COMPILATION&EDIT
TECH VI 4.00 $25.00 $100.00
TECH V 5.00 $18.08 $90.00
TECH IV 52.00 $17.60 $915.00
TECH III 87.00 16.01 $1,393.00
148
ITEM 3. MEETINGS AND OTHER
Administration/Clerical 9.00 $24.18 $218.00
TECH IV 0.00 $17.60 $0.00
TRAVEL&MEETINGS(Proj.Adm) 0.00 $67.56 $0.00
MEETINGS(TECH VI) 1.00 $25.00 $25.00
10
ITEM 4. PROJECT ADMINISTRATION
PROJECT ADMINISTRATION 9.00 $67.56 $608.04
ITEM 5. AERIAL PHOTOGRAPHY
AIRCRAFT 2.00 $697.40 $1,394.80
PILOT 3.00 $18.90 $56.70
AERIAL PHOTOGRAPHER 3.00 $14.00 $42.00
CLERICAL/FILM LETTERING 2.00 $11.50 $23.00
DARKROOM/TECH 8.00 $16.01 $128.08
$1,644.58
DIRECTO LABOR TOTALS $4,071.82
FRINGE+G&A $14,950.91
TOTAL LABOR,FRINGE,G&A AND OTHER $19,022.73
OTHER(AIRCRAFI) $1,394.80
TWO SETS OF 9"X9"CONTACT PRINTS $270.00
ONE SET OF DIAPOSITVE FILM PLATES $314.00
FACILITIES COST of CAPITAL $254.61
SUBTOTAL $21,256.14
ROUNDED SUBTOTAL $21,300.00
FIXED FEE
$2,2811.00 $2,300.00
CONTINGENCY M2201 10 1,000.00
PROJECT TOTAL 25 801JO
$24,600.00