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SW0001-CN000512"Exhibit A" Scope of Work Geo-Marine, Inc. Delineation of Waters of the United States, including Wetlands, in Coppell, TX Prepared for: City of Coppell GMI Proposal No. 2002-125 May 12, 2000 Introduction For this project, Geo Madne, Inc. (GMI) wetland biologists will identify and delineate all waters of the U.S., including wetlands, on approximately 22-acres in the City of Coppell, Texas. The proposed delineation will support the planning efforts of the City for a sidewalk between Riverchase Community and Riverchase Elementary school. The U.S. Army Corps of Engineers (USACE) has regulatory authority over impacts to waters of the U.S. (lakes, dvers, streams, wetlands, etc.) as a result of Section 10 of the Rivers and Harbors Act and Section 404 of the Clean Water Act. Preliminary review of area maps indicates potential jurisdictional waters on or adjacent to the tract could include intermittent stream channels, on-channel impoundments, and wetlands. The proposed project would identify these areas to aid in site development planning and ensure compliance with existing regulations. Methodology The delineation of wetlands will be conducted in accordance with the U.S. Army Corps of Engineers (USACE) 1987 Wetland Delineation Manual. The methodology incorporates a multi- parameter approach requiring evidence of hydrophytic vegetation, hyddc soils, and wetland hydrology for a positive wetland determination. GMI would utilize existing data, such as National Wetland Inventory (NWI) maps, USGS topographic maps, soil surveys, and aerial photography to identify potential wetlands. An onsite field survey will then be conducted to identify jurisdictional wetlands and other waters of the U.S. Wetland delineation data forms will be completed for all wetlands and adjacent upland sites for comparative purposes. The boundaries of all jurisdictional waters of the U.S., including wetlands, will be marked on field maps. Boundaries can be marked in the field with pin flags if requested. Any stream channel in the study area will be surveyed to determine length and acreage. The channel widths of any jurisdictional stream channels will be measured at regular intervals to calculate acreage. Delineation mapping will be accomplished utilizing field maps, and then final delineation maps will be developed using ArcView 3.2. A bdef report will be completed by GMI detailing the general site conditions, the jurisdictional waters of the U.S. on the site, and recommendations regarding current Section 404 permit requirements based on potential development scenarios. Recommendations will be based on the revised Nationwide Permits (NWPs) which will take affect on June 7, 2000. 2 GEO-MARINE, INC. Agreement b' Engineering, Environmental & Cultural Resource Services AGREEMENT FOR ENGINEERING, ENVIRONMENTAL & CULTURAL RESOURCE SERVICES CONTRACTOR: Geo-Marine, Inc. CONTRACTOR REPRESENTATIVE: Carlos Nava, Staff Conh'act Administrator CONTRACTOR ADDRESS: 550 East Fifteenth Street, PIano, Texas 75074, USA CLIENT: City of Coppell CLIENT REPRESENTATIVE: Mr. Ken Griffin CLIENT ADDRESS: City of Coppell, Engineering Dept, P.O. Box 478, 255 Parkway Blvd, Coppeli, TX 75019, Arm: Ken Griffin This Agreement for Senlees CContrnet") is made by and between CONTRACTOR and CLIENT. In consideration of the mutual agreements contained herein and subject to the terms and conditions hereof the potties hereby agree as follows: I. Scope of Work. CONTRACTOR shall perform services as set forth in the attached Scope of Work, identified as Exhibit A, which is hereby incorporated by reference. For purposes of this Contact, the term "Site" shall mean the property and/or buildings and fixtures referred to in the Proposal. CONTRACTOR shall begin and complete services in accordance with the schedule set forth in the Proposal. The foregoing services are herein collectively called the "Services." 2. Amendments. CLIENT, without invalidating this Contract, may order changes within the general scope of the Services required by this Contact by altering, adding to and/or deducting from the Services to be performed, and any such changes in the Services shall be performed subject to this ConUact. Upon receipt of CLIENT's written or telephone ~quest, CONTRACTOR shall return to CLIENT a change proposal setting forth an adjusunent to the Services and Project Cost estimated by CONTRACTOR to represent the value of the requested changes. Following CLIENTs review and acceptance of CONTRACTOR's change proposal, CLIENT and CONTRACTOR shah execute a written amendment for ~osa services CLIENT then considers appropriate. CONTRACTOR shall have no obligation to perform additional services contained in any amendment until such time as the amendment is signed by both pa~es. 3. Project Costs. This Contract constitutes a Time & Materials Contract in accordance with the ,,_"?ched Scope of Work and Cost Proposal identified as F. xln'bit A, which is hereby incorporated by reference. CONTRACTOR shall submit invoices for the Services to the attention of CLIENT Representative at CLIENT Address in accordance with the Proposal Payment on account of CONTRACTOR's services shall be made within thirW (30) days of the date of an invoice; however, if CLIENT objects to all or any portion of any invoice, it shah so noti~ CONTRACTOR of the same wihhin ten (10) days from the date of actual receipt of the invoice and shall pay timely that pertion of the invoice not in dispute. The parties shah inunediataly make every effort to settle the disputed portion of the invoice. Interest on unpaid and undisputed invoices of CONTRACTOR shall accroe at a rate of 1.5% per thirty (30) days, or the maximum amount allowable by law. 4. Con~dantialitv. All information and d~ developed pursuant to the performance of Services under this Contract, or supplied to or obtained by CONTRACTOR ~'om CLIENT or any of its conlroetors, or generated by CONTRACTOR or its subeonWactors in writing, in the form of drawings, orally or by observation ("Confidential Material") is confidential and will be afforded confidential trearmem by CONTRACTOR, its agents, employees and subconwactors. 5. Relationshit> of the Parties. A. It is understood that all services rendered to CLIENT under this Contract shall be monitored by CLIENT; however, CONTRACTOR's daily activity, schedules, health and safety precautions, methods and means of performing the actual Services shall be the responsthility ofthe CONTRACTOR. CO~CTOR, its employees, agents, affiliates or subcontractors shall act solely as an indapendant contractors in performing the Services. Nothing herein shall be construed to ereate the relationship of employer and employee, principal and agent, pamers or joint venturers between or among CLIENT and CONTRACTOR or its employees, agents, affiliates or subcontractors. Except as specifically provided in this Contract, CONTRACTOR shall have no fight or authority to act for CLIENT and will not enter into any contract or other agreement, or incur any debt, liability or obligation of any nature in the name of or on behalf of CLIENT. B. CONTRACTOR, its agents, afffiintes, and subcontractors shall pay all salaries, wages. expenses, seeial security taxes, federal and state unemployment taxes and any other similar payroll taxes relating to the performance of this Contract. CONTRACTOR, its employees, agents, affiliates, or subcontractors shall not be considered agents or employees of CLIENT. Page 1 of 4 Commercial Contract - gmi2colS.doc Rev5 11 I10/98 GEO.MARINE, INC. Agreement rot Engineetfng, Environmental & Cultural Resource Services 6. Contact with Government Agencies. In performIng the Services, CONTRACTOP,, its employees, agents, affiliates and subcontractors shall cooperate with all federal, state and local governmental agencies having authority over the subject matter hereof and the performance of the Services; provided, however, neither CONTRACTOR nor its agents, employees, affiliates nor subcontractors shall contact in any manner whatsoever any govemmantal authority for any propose without the prior written consent of CLIENT. 7. CONTRACTOR's Representations. Warranties and Covenants. A. Permits: Licenses: Tralnine: StaiTm~z and Equipment In the performance of the Services, CONTRACTOR, its employees, agents, affiliates and subconlractors shall meet all the necessary qualifications for and hold any and all applicable licenses or certifications required by federal, state or local roles and regulations to conduct the Services. CONTRACTOR has the means, capability, experience, registrations, licenses, permits and all necessary governmental approvals and authorizations necessary to perform the Services. Without limiting the generality of the foregoing, CONTRACTOR, its employees and subcontractors shall have talcan all training and certification courses required under ali applicable federal, state and local laws, roles and regulations. CONTRACTOR represents that it has, or wfil secure ~t its own expense, all personnel, equipment, and subcontractors required in its performance of the Services. CONTRACTOR shall be responsible for supervision and direction of the services by CONTRACTOR's employees and the services of any subconmactors. Unless otherwise specified in the Proposal or this ConU'act, the CLIENT shall be responsible for obtaining all site-specific permits required by federal, state, or local rules and regulations. B. Cun~racmal Prohibition. CONTRACTOR hereby represents that neither it nor its employees, agents, or subconWactors are subject to any resulctive obligations imposed by any third party which would impair CONTRACTOR's or its employees', agents' or subcontractors' ability to perform the Services, or which would prevent CONTRACTOR, its employees, agents, or subcontractors from maintaining the maximum contidentiality provided for in this Contract. C. Site Conditions. CLIENT will inform CONTRACTOR about location of utilities and secure access to Sites. CLIL~IT will be liable for any damage to utilities or the property of others not properly identified to CONTRACTOR. CLIENT will inform CONTRACTOR of all known or suspected bnTardons conditions on the Site, either currently existing or as soon as CLIENT becomes aware of potential risks. Unless otherwise riotad here all investigation-derived wastes will be properly containerized by CONTRACTOR, lefi on the Site, and become the property and responsibility of CLIENT. D. Due Authorization: Good Standing. CONTRACTOR and CLIENT have the power and authority to enter into this Contract. The execution and delivery of this Contract and the performance of the Services hereunder has bean duly anthorized by all necessary corporate action. Upon execution, this Contract will constitute the binding and valid obligations of CONTRACTOR and CLIENT enforceable in accordance with its terms. CONTRACTOR is in good standing in and qualified to do business in the State of the project. E. Pawnant of Claims. CONTRACTOR shall assume, pay and discharge any and all liabilities, claims or demands of suppliers, subconnctors or vandon arising out of the Services. CONTRACTOR shall maintain the Site free and clear of any and all liens, claims or encumbrances of any type or description whatsoever, pertaining to responsibilities outlined in Exhibit A. In the event a lien is placed on the Site, the CONTRACTOR shall cause such lien to be removed or furnish CLIENT and Site owner a bond equal to the value of the lien or liens within ten {10) days following notification that such liens have bean filed or claimed. F. E~ual Ovvortunitv. During the Services, CONTRACTOR shall, in good falffi, afford equal opportunity as set forth under and required by fedend, state or local rules and regulations to all employees and applicants for employment without regard to race, color, religion, sex, handicapped conditions, or national origin. CONTRACTOR further agrees to afford equal opportunity as set forth and required by federal, state or local rules and regulations to any lower-tier subcontractors and vendors which are "disadvantaged business enterprises" or "women- owned anterprises," as daftned by federal regulations in effect on the date of this Contract. 8. Delays and Termination. CLIENT or CONTRACTOR may terminate this Contract upon forty- eight (48) hours prior written notice should the other party fail substantially to perform in accordance wiffi ~e terms and conditions of this Contnct through no fault of the terminating party. CLIENT or CONTRACTOR may exercise the option to terminate this Contract without cause at its discretion upon ten (10)working days prior wriuen notice. A complete settlement of all claims of CONTRACTOR upon such termination of this Contract shall be made as follows: CLIENT shall compensate CONTRACTOR for the Services performed up to the date of receipt of termination, plus reasonable costs incurred in terminating the Services and a reasonable fee. In the event Services cannot be performed on or before the pwjected Page 2 of 4 Commercial Contract - gmi2col5.doc Rev5 11110/98 GEO -MARINE, INC, Agreement f~r Engineerfr~, Environmental & Cultural Resource Services due date because of circumstances beyond the con~"ol of CONTRACTOR, including, strike, fire, riot, act of God, governmental action, action or omission by CLIENT, the Services shall be mended by CONTRACTOR and CLIENT in accordance with paragraph 2 of this Contract. 9. Comvliance with Laws. The Services shall be performed in full compliance with all applicable federal, state and local laws, roles and regulations. 10. Indemnity. CONTRACTOR shall indemnify, defend, and hold harmless CLIENT from and against any and all lawsuits, claims, liabilities, actions, causes of action, demands, losses, damages, forfeitures, penalties, fines, costs end expenses, including, but not limited to, ~orneys' fees end expenses, arising from (i) a breach by CONTRACTOR of any term or provision of this Contract; or (ii)any error, omission, negligence or misconduct of CONTRACTOR or its employees, agents or other subcontractors; or (iii) any injury or death of an employee or other contractor employed or retained by CONTRACTOR. CLIENT shall indemnify, defend, and hold harmless CONTRACTOR from and against any and all lawsuits, claims, liabilities, actions, causes of action, demands, losses, damages, forfeitures, penalties, frees, costs and expenses, including, but not limited to, attorneys' fees and expenses, arising from (i) a breach by CLIENT of any term or provision of this Contract; or (ii)any error, omission, negligence or misconduct of CLIENT or its employees, agents or other subconU'actors; or (ili) any injury or death of an employee or other contractor employed or retained by CLIENT 1 I. Insurance. In addition to any other insurance which CONTRACTOR may be required or choose to can'y, CONTRACTOR shall, at its sole expense, maintain in effect at all times during the performance of the Services under this Contract insurance coverages and corresponding emoants in accordance with the attached insurance ceffificate. Such policies shall be with insurers licensed to do business in the state of Texas. CONTRACTOR shall pay any and all deductibles or retentions under all insurance carried by CONTRACTOR 12. Assi~nments/SubconWacts. A. Neither this Contract nor any interest, claim or obligation hereunder shall be assigned or Innsferred by CONTRACTOR or CLIENT to any paroy or pardes without the prior wrlt~en consent of the other party. B. CONTRACTOR may subcontract portions of the Services to other penons or corporations. This in no way relieves CONTRACTOR of the obligation to select qualified subcontracton. The fees and costs of such subcontractors shall be included in CONTRACTOR's compensation as provided in paragraph 3 of this Conmict. All obligations imposed upon CONTRACTOR pursuant to this Connct shall be similarly imposed by CONTRACTOR upon any such subcontractor. 13. CounterParts: Heading: Tenses. This ConU'act may be executed in any number of counterparts, each of which wffi be deemed an original, but all of which wffi constitute one and the same instrument. The headings herein are for convenience of refer~nce only and shall not be deemed a part of this Contract 14. Invaliditv: No lmvlied Waiver. In the event that any one or more of the provisions contained in this Cunwact shall for any reason be held invalid, ~egal or unenforceable in any respect, such invalidit),, iliegality or unenforceahility shall not affect any other provision of Contact. No failure to exercise, and no delay in exercising, any right, power or remedy under this Contract shall impair any right, power or remedy which any parW he~to may have, nor shall any such failure or delay be consWued to be a waiver of any such right, power or nmedy or an acquiescence in any breach or default under this Conmict absent an express, written waiver or acquiescence, nor shall any waiver of any breach or default be deemed a waiver of any default or breach subsequently occurring under this Conu'act. 15. Venue and Govemint, Law. The parties stipulate and agree that this Conffact is entered into in Coilin County, Texas and all payments due hereunder are due in Coilin County, Texas and that vanue to bring any proceeding for the enforcement hereof is pwper in Coilin County, Texas. The parties stipulate end agree that this Conlract shall be governed by and consmaed under the laws of the State of Texes. 16. Notices: Communications. All notices or communications required or permitted to be given or made hereunder by any party hereto shall be in writing and shall be deemed to have been duly given if personally delivend or transmitted by first class, registered or cer~ed mall, postage prepaid, expedited delivery service, or telegram. 17. Arbitration. Any controversy or claim arising out of or relating to this ConUact or the breach of this Contract shall be settled by arbi~alion in accordance with the Commercial Arbitration roles of the American Arbitration Association, and judgment upon the award rendered may be antered in any court having jurisdiction thereof. 18. ARomevs Fees. The prevailing party in any arbiU'ation proceeding or litigation bwught to enforce the provisions of this Conwact shall, in addition to such other relief as may be awarded, be antifled to recover its reasonable atwrney's fees and costs of suit from the non- prevailing party. Page 3 of 4 Commercial Contract- gmi2col5.doc Rev5 11110/98 GEO-MARINE, INC. Agreement for ~, Environmenta/& Cu/te~ Reaoun:e Ser. a~a 19. Entire Awreement. This ConWact constitutes the sole and entire agreement between the parties hereof. This Conwact replaces and supemedes all prior discussions and agreements between and among CLIENT and CONTRACTOR with respect to the matters contained herein. AGREI~" CLIENY: By: , CONTRA : MARINE, INC. Name: Title: C_~'~e~cl'j THIS CONTRACT IS NOT VALID UNTIL COUNTERSIGNED BY THE CONTRACTOR AND ANY OFFER IS SUBJECT TO ACCEPTANCE BY THE CONTRACTOR Page 4 of 4 Commercial Contract - gml2col5.doc Rev5 11110/98 Deliverables Deliverables for this delineation project would include: (1) a letter report describing the survey methodology and results, (2) a figure (map) delineating jurisdictional waters of the U.S. on the site produced using ArcView 3.2; (3) copies of the field data sheets for any delineated wetlands; and (4) color photographs of representative sites. Additionally, GMI will provide electronic data layere for all jurisdictional water resources in the format of ArcView 3.2. This proposed scope of work does not include the quanti~cation of impacts to jurisdictional waters from project development or the preparation of a conceptual wetland mitigation plan. Additionally, this scope of work does not include any permit coordination with the Fort Worth distdct of the USACE. Items to be Supplied by Client The client has provided a site map depicting the property boundaries and the location of appropriate landmarks. Therefore, no additional information is required at this time. Execution of the attached contract by a representative of the City of Coppell will serve as authorization for access to the property to conduct the field surveys. Project Costs The proposed project will be conducted based on a time and materials contract. The estimated cost for the delineation of waters of the U,S. using methods presented above is $2050.00. GMI will contact the client for approval pdor to conducting work that would exceed the estimated cost, 3 Exhibit G1 Subcontractor Certification Complete one of the foliowine sections as applicable Subcontractor Certification for Work under Federal Government Contracts. The offeror / subcontractor represents and certifies that it is, as prescribed by applicable provision of the Federal Acquisition Regulations (FAR), _Small Business_Small Disadvantaged Business_Large Business_Woman Owned Business _Labor Surplus Area_Black American_Hispanic Amedsen_Native American _Asian American_Subcontinent Asian Amedcan. Certifying Officer of Corporation Title Date Subcontractor Certification for Work under ether Contracts. The offeror / subcontractor represent and certifies that it is as Prescribed by applicable provision of the Laws of the State of a: _Small Business_Small Disadvantaged Business_Large Business_Woman Owned Business _Labor Surplus Area_Black American_Hispanic American_Native Amedcan _Asian Amedcan_Subcontinent Asian American. be awarded under the preference Frogms established by law may be subject to ctirninal or civil action and other penalty as may be prosc~bed by law. Certifying Officer of Corporation Title Date Suppliers Federal Tax Identification No./Social Security No. _Corporation_Partnership_Sole-Proprietorship_Individual