HomeMy WebLinkAboutATC Associates Inc-9/6/2011Y'ATC
a•wt,LTad Isi.
CLIENT SERVICE AGREEMENT •
g� n,�, �
This AGREEMENT is made this _° t day of , 2011 . by and between
City of Waterloo its employees, officers, directors, subsidiaries, and agents
(Client) of the City of Waterloo and ATC GROUP SERVICES INC. de ATC ASSOCIATES
1NC., its employees, officers, directors, subsidiaries, and agents (ATC) at Waterloo, Iowa
The parties mutually agree as follows:
DESIGNATED REPRESENTATIVES Except as expressly specified otherwise in writing the parties designate the following
named individuals as their authorized representatives to provide approvals, directives, and permissions, including changes, and to
receive notices or other communications unications under this agreement at the following addresses:
ATC: Gaylen Him
CLIENT;
PROPOSAL NA UMBER: 0072011.0253
SERVICE ORDER NUMBER
1. SERVICES TO BE PERFORMED ATC shall prepare a
proposal and/or a service order for Client The proposal and/or
service order shall describe the work to be performed (Services), the
location (Site), fees and/or rates io be charged, certain special
conditions of performance including equipment, sampling protocols,
and necessary 'reimbursable expenses. ATC will be authorized to
proceed with the Servican (Service Order), when Client indicates its•
acceptance by signing this Agreement Ile Service Order, any
attechrffints pertaining to the Service Order, and this Agreement •
shall comprise the Contract Document,
2. ADDITJONAL SERVICES If any additional or different.
Services are required to complete an 'misting Service Order, these
additional Services shall be set forth in a new Service Order satisfying
all applceble and appropriate requirements including a separate
schedule of fees and Services (Change Order).
3. COMPENSATION Client will pay ATC for Services and
expenses is accordance with the Service Order. Alt will submit
periodic invoices to Client together with reasonable supporting
documentation requested by Client and a tical bill upon completion of
its service. Unless otherwise agreed In' writing, there shall berm
retainage. Payment is due Withinthirty (30) days regardless ofwhether
Client has been reimbursed by aiiy other party. Alt may suspend
worir,, withhold reports and vacate the site without liability if payment
is not received. Client will indenmify ATC far all claims concerning
the suspension of work for nonpayment regardless of whether the
claims are by 'bre Client, someone claiming through the client or by a
third party. Client agrees to pay Alt's attarney's fes, and all other
. costs incurred in collecting past due amounts ATC may from Sp to
time revise its fess and/or rates and advise client either by general
notification, or by speci$c Service Order:
4. EXPENSES Unless otherwise stated in the Service Ores,
Client agrees to pay ATC for its reimbursable expenses, in addition
to its fees. Reimbursable expenses are expenditures made by ATC in
the interest of the contracted Services. Reimbursable expenses shall
be billed, and paid, in accordance with the schedule included with
the Service Order. ATC will submit a Change Order to Client
detailing other reimbursable expenses not outlined in the Service
Order, for written authorization prior to billing.
6. INSURANCE Alt agrees that it now carries, and will continue
to carry during the performance of any Services under this
Agreement, Workers'. Compensation and Employer's Liability, -
Commercial General Liability (including Contractual Liability),
Cgmmercial Automobile Liability, Professional Liability and
Contractor's Pollution Liability insurance coverage With limits at or
• above those described b9low.
a. Workers' Compensation (statutory)
Employer's Liability
• Each accident
• Disease — Each Employee
▪ • Disease — Policy Limit
b. Commercial General Liability
• Each Occurrence.
• Personal and Advertising Injury
• General Aggregate
•. Products and Completed
Operations Aggregate
c. Commercial Automobile Liability
• Combined Single Limit
d. Errors and Omissions / Professional Liability
• Each Claim
• Annual Aggregate
e. Contractor's Pollution Liability
• Each Claim
• Annual Aggregate
$ 1,000,000
$ 1,000,000 •
31,000,000 .
$1,000,000
31,000,000
$2,000,000
32,000,000
31,000,000
31,000,000
31,000,000
$1,000,000
31,000,000
6. OBLIGATIONS OF CUENT Client warrants that all
information provided to ATC concerning the required Services, is
ATC Client Services Agreement
complete and accurate to the best of Client's knowledge. Client agrees
to advise ATC prior to commencement of the Services, and durrngg
the work, of any hazardous conditions on or near the She known to
Client Client understands that ATC is relying upon the completeness
and accuracy of information supplied to it by Client and ATC will not
independently verify such information unless otherwise provided ht the
Service Order. Client shall be solely responsible for and shall
indemnify and hold harmless ATC for any costs, expenses or
damages incurred by ATC due to Client's failure to follow
applicable reporting and governmental requirements. Client will not
hold ATC liable if ATC's recomniendations ere not followed and
waives any claim against ATC, and agrees to defend, indemnify and
hold ATC hamnless front any claim or liability for injury or loss that
results from failure to properly implement ATC's recommendations.
7. STANDARD OF CARE ATC's Services as defined by the
Service Order shall be performed in accordance with generally
accepted industry principles rind practices, consistent with a levet of
tare and skill ordinarily practiced by the consulting profession
currently providing similar services under similar circumstances at
the time the Services were provided, Client agrees to give ATC
'written notice within one (1) year of any breach or default under this
section and, to provide ATC a reasonable opportunity to cure such
breach or delimit, without the payment of additional fees to ATC, as
a condition precedent to any claim for damages. -
S. LIMITATIONS OF METHOD RELIABILITY The Client
recognizes and agrees that all testing and remediation methods have
inherent reliability t®itatioas; no method or number of sampling
kications can guarantee that a condition will be discovered withal the
performance of a Service Order as authorized by the Client. The
Client father acknowledges and agrees that reliability of testing or
remediation methods varies according tithe sampling frequency and
oilier variables and that these factors, including cost, have been
considered in the Client's selection of Services ATC's observations
only represent conditions observed at the time of the Site visit ATC
is not responsible for changes that may. =our to the Site after ATC
completes the Services.
9. INTERPRETATION OF DATA ATC shall not be responsible
for the interpretation of ATC data by third parties, or the information
developed by third parties from such data. Client recognizes that
subsurface conditions may vary from those encountered at the
loractions where the borings, surveys, or explorations are made by
ATC and that the data interpretations and recommendations of
ATC's personnel are based solely on the information available to
than.
10. THIRD PARTY INFORMATION ATC is dependent on .
infbrmation available from various. governmental agencies and
private database firms to aid in evaluating the history of the Site.
ATC shall not be liable for any such agency's or database firm's
failure to make relevant files or documents properly available, to
properly index files, or otherwise to fhil to maintain or produce
accurate or complete records
11. SITE ACCESS Client grants or shall obtain for ATC a right of
entry in an parts of the Site necessary to complete the requested
Services and unless otherwise specified in the Service Order, it
represents that it has obtained the applicable permits and Licenses for
the proposed Services. ff Client does not own the SiteClient
rept that it has or will obtain prior to the commencement of the
2010
• Services the authority and permission of the owner and/or the
occupant of the Site. Client acknowledges that due to the nature of
some Services unavoidable damage may occur. Client waives its right
of recovery for such =avoidable damage, and if Client is not the
owner of the Site, Client agrees to indemnify and defend ATC
against any claims by the owner and/or occupant for any such
damage.
Unless otherwise specified in the Service Order, ATC is not liable
for damages caused by exploratory demolition or investigation to
identify, quantify, or evaluate braiding materials systems, and/or
components not readily able to ATC during ATC's
performance oldie Services. ATC is not responsible for unfoteseen
conditions that exist on the Site within building systems that prohibit
or deter ATC from gaining access to building materials systems,
and/or components.
• 12. SITE CONTROL ATC's testing, observation, or inspection of
Bre wort( amber parties on a project shall not relieve such parties of
their responsibility to perform their work in accordance with
applicable plans, specifications and safety requirements. Continuous
monitoring by ATC's employees does not mean that Alt is
observing or verifying all Site work or plant of all mnnterials.
Client agrees that ATC will only mate on -Site observations
appropriate to the Services provided by ATC and will riot relieve
others atter responsibilities to perform the work.
13. TEST AND SAMPLING LOCATIONS Unless otherwise
specified in the Service Order; the accuracy of test or sampling
locations and elevations will be commensurate only with pacing end
approximate measurements or estimates. The Client should retain
the services of a professional surveyor, if greater accuracy is
required. Client will famish a diagram indicating the accurate
location of the Site. Sample locations may also be indicated on the
diagram. Alt reserves the right to deviate a reasonable distance
from the boring and sampling locations unless this right is
specifically revoked by the Client in writing at the time the diagram
is supplied
14. SAMPLES AND EQUIPMENT Unless otherwise specified in
the Service Order or required by law, ATC will not retain any
simples obtained from the Site. At no time does ATC assume'tite to
the ssmrples; all samples shall remain the property of the Client ATC
will, however, sign manifests as agent for Client
All laboratory and field equipment contaminated during ATC's
Services that cannot readily and:adequately cleansed of its hazardous
conta�ants alien become the piny and responsibilityof the
Client The Client.shalt purchase an such equipment as an expense of
the Services and it shall be turned over to the Client for proper
disposal unless otherwise specified in the Service Order.
15. ENGINEERING AND CONSTRUCTION SERVICES If the
Services requested only require geotechnical engineering, subsurface
exploration, construction materials testing, and or enggiineering. Alt
arsenics that there are no hazardous substances or constituents in the
soils or groundwater underlying the Site. ATC's duties and
responsiliilities are limited to performing tests and monitoring of
specific construction activities as outlined in the Service Order.
TC
a ra Rower ran.
Unless otherwise specified in the Service Order, any consulting,
besting or monitoring related to environmental conditions, including,
Page 2of4
ATC Client Services Agreement
but not limited to hazardous wastes soil or groundwater
contamination, or air pollutants are not part of ATC's engineering
and construction Services. If it becomes apparent during the field
explainiion that hazardous substances or constituents may be
present, field operations will be terminated without liability.
16. OPINIONS OF COSTS ATC may provide estimates of costs
for =mediation or construction as appropriate based on available
data, designs, or recommendations. However, these opinions are
intended primarily to provide information on the nage of costs and
are not intended for use in firm budgeting or'negotiation tmless
specifically agreed to in writing by ATC. -
t7. SAFETY ATC shall not, unless otherwise specified in the
Service Order; be responsible for health and safety praoedures,
constriction means, methods, techniques, sequences, or procedures,
nor be responsible for the acts or omissions of contractors or other
parties on the Site. '
18. UTILITIES Unless otherwise specified in the Service Order; it
is Client's responsibility to mark or famish the locations of all
undergroUnd man-made obstructions at all Sites that the Client owns
and/or operates. Client shall indemnify, defend and hold harmless
ATC tom and age any claims, losses or damages incurred or
asserted against ATC related to Client's failure to mark, protect or
advise ATC of underground structures or utilities.
19. ROOF CUTS Unless otherwise specified in the Service Order,
if roof cuts/samples are required by the Services, it is the
responsrlxiity of the Client to make appropriate repairs. Ifs roofing
couttor or maintenance personnel selected by Client is not en the
roof to make repairs at the time samples are obtained, ATC may
make temporary repairs, which may result in additional charges.
ATC personnel are not certified in roofing repair, therefore under no
circumstances, shall ATC be responsible for any water damage to the •
roofing system. branding, or its contents resulting from ATC's
temporary repairs.
20. HAZARDOUS CONDmONS OR SUBSTANCES The
Client aclnowiedges tbatATC has neither created nor contrlbated to
the crealion or mks' fence of any hazardous, radioactive. toxic, irritant,
pollutant, substance or constituent at the Site. All Site generated
hazardous and non -hazardous waste, ;minding - used disposable
protective gearend equipment, are the property of the Client
Client agrees to indemnify and hold harmless ATC against all claims
Om injury or loss sustained by any party, including the United States,
from exposure, release, or the presence of any such hazardous,
. radioactive, toxic, irritant pollutant, substance or constituent at the
Site. This indemnity includes but is not limited to, ATC acting as
Client's agent to sign waste r mnffests, allegations that ATC is a
handler, generator, operator, treater or stone; transporter or disposer
under any federal; state or local, law, regulation or ordinance, and
Client's or third party's violation of federal, state or local, law,
regulation or ordinance, related to the handling storage, or disposal
of hazardous substances or constituents at/or introduced to the Site,
before or alder the completion ofthe Services.
21. RIGHT TO STOP WORK If during the performance of a
Service Order, any unforeseen hazardous substance, material,
element, constituent, condition, or occurrence is encountered which,
2010
in ATCs ruble judgment significautIy affects or may affect the
Services provided, the risk involved in providing the Services, or ere
recommenced scope of Services, ATC may immediately suspend
work
22. ATC AND CLIENT INDEMNIFICATION ATC shall
indiu mify and bold harmless Client against claims, demands, and
lawsuits, to the extent arising out of or caused by the negligence or
wail misconduct of ATC, in connection with activities conducted
in the performranoe of the Services.
The Client shall iademni$' and hold harmless ATC from and against
claims, demands, and lawsuits, to the extent arising out of or caused
by the negligence or willful misconduct of the Client or other
contractors retained by Client in connection with activities
conducted in the performance ofthe Services.
. If a dispute arises between the parties resulting in litigation, the -
prevail'mg party shall be entitled to recover all reasonable' costs
incurred. Client agrees that all indemnifications granted to ATC shall
also be granted to those subcontractors retained by ATC for the
performance of the Services.
23. LIMIT OF LIABILITY ATC's total liability for all claims or
causes of action of any kind including but not limited to negligence,
bodily injury or property damage, breach of contract or warranty
shall not exceed the amounts recoverable from the insurance limits
set forth in this Agreement.
24. CONSEQUENTIAL DAMAGES In no event shall either party
be liable to the other party for any consequential, incidental,
punitive, or indirect damages including but not limited to loss of
income, loss of profits, foss or restriction of use of property, or any '
other businnss losses regardless if suds damages are caused by
breach of contract negligent act or omission, other wrongful act, or
whether ATC shall be advised, shall have other reason to know, or in .
fact shall know of the possibility of mush damages
25. WARRANTY ATC is not a menufhctorer. If any equipment is
used or purchased by ATC for a Service Order the manufacturer's
waucoties if any • on the equipment are solely those of the
.manufaelnrer. ATC makes no other representation, guarantee, or
warranty, expressed or implied, in fact or by law, whether of
merchantability; fitness for any particular purpose or otherwise,
concerning any of the goods or Services which may be furnished by
ATC to Client
26, DOCUMENTS Project -specific documents and data produced
by ATC under this Agreement shall, upon completion of the Service
Order become the property of Client upon payment of amounts owed
ATC. ATC shall have the right, but not the obligation, to retain
copies of all such materials.
27. RELIANCE Documents and data produced by ATC are not
intended or represented by ATC to be suitable for use or reliance
beyond the scope or purpose for which they were originally .
prepared, or for anyone except the Client Any such unauthorized
use will be at the Client's or third party's sole risk.
28. THIRD -PARTY CLAIMS Client agrees to pay ATC's costs
("including reasonable attorney's fees) for defending ATC against any
Claims that a third party or a regulatory agency asserts against Alt
TC
. esesures ire.
Page 3 of 4
ATC Client Services Agreement
2090
related to the Services that were provided to Client Claims include
legal actions by a third party or a regulatory agency that ere based
upon the discoveries, findings or conclusions disclosed in documents
or reports supplied to Client by ATC.
29. SUBPOENAS The Client is responsible for payment of
ATC's time and expenses resulting from ATC's response to
subpoenas issued by any party, involving any legal or administative
proceeding in which ATC is not named as a party, in connection
with any Services perfbffned under this Agreement. Charges are
based on fee schedules in effect at the time the subpoena is served.
Alt shall not object on Client's behalf to any subpoena, but will
make reasonable efforts to cooperate with Client if Client chooses to
object
30. TERMINA71ON OF CONTRACT This Agreement may be
terminated bye8her party upon seven (7) days wrhten notice
provided that any incomplete or unfinished Service Order will
remain in effect until completed, unless otherwise agreed to in
'writing. In the event of termination or suspension, by the Client,
ATC shall be paid for Services performed prior to the termination
dale plus reasonable termination and suspension expenses.
31. ASSIGNMENT Neither the Client nor ATC may assign, or
brasier Rs benefits: rights, duties, or interest in this Agreement
without the written consent of the other party. This Agreement shall
be binding On and inure to the benefit of the successors and assigns
ofthe parties
32. FORCE MAJEURE Neither Client nor ATC shall hold the
other responsible for damages or delays in performance caused by
=controllable events, which could not reasonably have been
anticipated or prevented, including hitt not limited to, acts of God,
the public enemy, sots of tiro Government of the United Stales or of
the several states, or any foreign country, or any of their acting in
their sovereign rapacity, materially different Site conditions, wars,
riots, terrorism, rebellions, sabotage, foes, explosions, accidents,
floods, strilms', or other conceded actof workers, lockouts, or
changes in laws, regulations, or ordinances.
33. GENERAL PROVISIONS The captions and headings
throughout this Agreement are for convenience only and do not .
define, limit, modify, or add to the meaning of any provision of this
Agreement If airy provision of this Agreement is in conflict with
any provision ofthe Service Order, the terms and conditions of this
Agreement stall prevail unless the conflict concerns the scope of
Services to be provided If any provision shall to any extent be
deemed invalid, it shalt be modified if possible to fulfill the intent of
the parties as reflected in the original provision and the remainder of
this Agreement shall not be affected.
This Contract Document represents the entire understanding between
the parties and supersedes any and all prior contracts whether written
or oraL Nothing contained in this Contract Document shall be
construed to be for the benefit of any persons not a party to this
Agreement No third party beneficiary rights are created_
The validity, interpretation, and performance of this Agreement shall
be governed by and construed in accordance with the laws of the
state in which the Site is located. Airy legal action arising out of this •
Agreement shall bo venued in a court of competent jurisdiction
within the state and county of the Site.
No waiver by either party of any default by the other party in the
performance of any provision of this Agreement shall operate as or
be construed as a waiver of any future deficit, whether like or
different in character.
ATC is solely responsible for the performance of this Agreement,
and no parent, subsidiary or affiliated company, or any of its
directors, officers, employees or agents shall have any legal
responsibility whether hi contract or tort, including negligence.
ATC ASSOCIATES INC.
BY:
PRINTED NAME: GaYlea Hiesterman
TfTLE: Manager
DATE:
CLIENT:
BY:
6•P Adv -16$
PRINTED NAME: 5f" (( • . aIA.I f
TITLE: I
DATE: Cq. L
CiVi 4TC
C.COCIaftl INC.
Page 4 of 4
i
;(s)a6ed
/102 O -Yvon
:oQa
?3 7 5a/frivf%7ed
x'713 /S$11i s/7/) :ol
-2 9 t -b /V2 12/17
(tV8577irubJ 739OV.
1 wd /1311"lro .ONy -3W L P10 (1 71,d5('(' 110-�LIJ�
'9•11-eI7ifu7H Orte-1) 7cw4. 1K� tx� G3� l ia_ip
jh P/t 4-v'3AO . al -U. /fl41'014 1/bW 4fV'�J� �7,//��d N� 3 j d /
ov OAF L4' -f"1 Z "0,N4 -1 --if -7Y3-Rn 1- da,
.:S/.5474efVy R-1/,7 .-eiew CrA (v-t/a.1 ('Iv.W
21W/Q L rvV'-170 SN V 3/22 51N.6-S—Q/ 3.?' 9(V/0/0774/ 3
'
3&7i 5 3 l'VP'J h7 WOO(/' /t/3)!
7/ 1 Als' fV o Q,vgel u/0', 91 -57J42 -3.i, 7v9 h�r1i
•)-tv,vf $734 0-751eliV' ; 4/ S7 -t 7v l41
SOS v'O il�L �7b�rv�Ll/CICI./ oCl/l/ f/L / '1
A31/.2 /(Yl/os)ja/od OPf(L 32aa /11.39M -0
OW -31Z% ,& 539)766#1 CTN.b' -90/4.4c-2L 13//VI U /C7
<YUs3e7e2 2/ N/ .5 6/2•tlip/W11d,/ V31 -1/33s 5-0(7972
-51+'QL/(Cl'rv9*j 72.25 —3/-zL /O S -71-9P75/1/ U(V-11 S'1.11153
("Amp, ae prvie Nna, 3d5fW S 01435/
0-3.1-1/ 7/3 ru, 464,141 'Jd 9Gy 7r/5102 3C1N3d3(7
jat ., fc-rf vs r 7c7-4 5 3/t 1 '7 ' L(Y -717407 7
'5,-y 7u .Q NUS GN6' -t•-ium
--ten L! 23d547/d -!/V4 /( Z ` / 3N4L' 1,441 4•
r 15 --73_4.179 "34 / NO -77V/14 WS/ -J
21i14;41.4t.i b*/$Q 3: 1 • dews
/�J •
•
•
•
O d.
noe /l o • •-ru/r-
1 •dfn�i fl 7FI9,� vuPa/ Sxz�S�
7" �V/j9D O&72 12'/1?
Nene/ ao5
73.2a7/ 7/7+417
Z0/T9 39dd 8N3d11S
rt
•
•
L•Lb£--99E/SLS -X
Woo -ooveRepTI3.uaasnbne.
st5L-6z1Os tAox 'nosy
easgs 4xet3 4ba
•
/Tem
TEwa
ixer
•fr.O L
minv
bTgZZL9Tt►9 EE:LT TT9Z/T9/99..11,
06/D1/2011 17:33 5416722514
Hawk County
SUPERB
//2.44 '2 to +2.9tiv 61 -aid` L
300 (,ids r rrtr7l.t,.s4-n,/
uilding Sketches 4/41:77446,p fDcu/3-
There is 1 building sketch of parcel 891326201006.
PAGE @2/62
el;
To SAM ?L
nCh7ING :3
R_/veI'D t WI
2/n. .10Y ay
244‘ zy13 T4sc
trtC44 mA1
140_ 116
lMZJ4
r
N hart
+Ay r0Girt5
n�fi i6�n
n
44
Eat
84-^a Mau(
writ
yk3
11
18
CONCPAIO
DOZEra
so
Y 1SVIMPOOL
t+2243
sagiLevrostu
'j
24
18
34
•
CAROW
21 itRP
7S
EEL
A1.19CEiUC
8 X18
OWN
23 j 8
1SFR):P
8 24
is
i1tM
10z-
87
8325 C$L%
run
11
r° P-1751-
eva5 674.7
El Y.3MIl.CANOPY
tai
CANOPY
Vat;
PCRTI
38 Pzee)
31
CANOPY
7?- CCsLT.41/ 13 C'f' CJ/G A- fo a- r ry r' '. ..
?DWI" toa, /r A& r`7ftD, T_ eieyvOULIVINTYLEGOeet44gAih5 5.1i77Pf IVt
Pairei ro 71 ?E.. AnZ P 61) /0 8 1N97^l1 TO Sl1 4r//.DG%G. b,ry r r 4Pi.
Pito i ip 7t?'.- /Arkttr (7.a t?ntt 7L/3 oviV1.-5/mif IA) ?ir2..-Clf, - (Z,)
//74.. net/Art-TO 51714.1-11421.e.. .50 reii T L.4 3) fijvt lc/ ! r.x rvitc. , srK47'2064. r'7 /
f eJ 41J a t. A -a4 ro ' 40-f P,4, L )
5rt44fnixv. mPt.. (.'5) 12.00PA cb1A51. BvvI.5Pairl )
24.
5Wrtr WA -TAP -0.0) ,/Lvov, V&, T n/7Gef..- ri. K rvn P L C s)
LORD gilt4404 :/: -5 t' ,F125r %D'z - nteLa o trE i -t,0&, L3 )
K.c /4440 )1/470104 cE ,u. POLd.OW g. -P.4. MEiMA-DoLC6{1' '1iVrc R'tV4AyZ:.
1141z. 3 t of E, 2.6 Wirt t t:iL!'nCAL /Air-02rir rlpn) Foam) fiti6 /rp2t.
mq,'t t-fC D4 , it cOiv lic tV.4 ezA-Q L 5A fi 11.4 ' 4-40P -M5-r?�G
iZ tD4
1-12.10 'rtvx14iZ1 AL5 1LJW r J C £-b .