HomeMy WebLinkAboutHR Green Inc-8/1/2011Mayor
BUCK
CLARK
COUNCIL
MEMBERS
•
DAVID
JONES
Ward 1
CAROLYN
COLE
Ward 2
HAROLD
GETTY
Ward 3
QUENTIN
HART
Ward 4
RON
WELPER
Ward 5
BOB
GREENWOOD
At -Large
STEVE
SCHMITT
At -Large
CITY OF WATERLOO, IOWA
COMMUNITY PLANNING AND DEVELOPMENT
715 Mulberry Street • Waterloo, Iowa 50703-5783 • (319) 291-4366 Fax (319) 291-4262
NOEL C. ANDERSON, Community Planning & Development Director
CITY OF WATERLOO
Committee Communication
Finance Committee Meeting: August 1, 2011
Prepared: July 29, 2011
Dept, Head Signature: Noel Anderson, Community Planning & Development Director
# of Attachments: 2
S(.c (a -o u
SUBJECT: Request for approval for environmental work for acquisition of
property — Forge Industries
Submitted by: Noel Anderson, Community Planning & Development Director
Recommended City Council Action: We ask that the Finance Committee
approve the approval of a contract for an environmental consultant to do
necessary environmental work.
Summary Statement: As you may recall, the City Council has approved the
acquisition of the Forge property — which is being donated to the City of Waterloo
for $1.00. In our due diligence portion of the acquisition contract we are
approved to perform up to $5,000 in closing costs including environmental work.
HR Green has performed the Phase I work for $3,200, but due to the past
industrial nature of this area:
"The Phase I noted upgradient auto maintenance and auto body facilities. Bad house-
keeping of liquids was noted on at least one of them. Additionally, the site itself has both
been used for historic and more recent dumping."
A Phase II is required for the acquisition of the property. HR Green will have a
drilling team in town next week for other sites, so we are able to perform the
necessary Phase II steps for $5,500.
Expenditure Required: $5,500
Source of Funds: bonds and TIF cash
Policy Issue: Acquisition of Property
Alternative: NA
CITY WEBSITE: wwwci.waterloo.ia.us
WE'RE WORKING FOR YOU!
An Equal OpportunityIAffirmative Action.Employer
HR Green
Simple Scope Short Form Agreement
Project: Forge Industries, Inc. Property
Phase II Environmental Site Assessment
Client: City of Waterloo
Project No.: 10110105
Date: 07/26/2011
Contact: Noel Anderson
Title: Community Planning and Development Director
Address: 715 Mulberry Street
City/State/Zip: Waterloo, Iowa 50703
The CLIENT agrees to employ HR Green (COMPANY) to perform the following services:
Limited Phase II Environmental Site Assessment at the Forge Industries, Inc. property
Described as ORIGNAL PLAT WATERLOO WEST NW 40 FT LOT 4 BLK 14 SE 10 FT
LOT 5 BLK 14. The property is further described as PIN# 8913-25-405-004. The Limited
Phase II ESA will consist of two -to -three borings with a lab analysis and report.
The CLIENT agrees to pay COMPANY for the above scope of services:
Time & Material, Not to Exceed in the amount of $5,500.
® Reimbursable Expenses Included
Subconsultant Services Included
❑ Prepayment Required for Work to Commence
Copy To:
Accounting
Short Form Agreement
Forge Industries, Inc. Phase II ESA
July 26, 2011
Page 2 of 3
Services provided by COMPANY under this Agreement will be performed in a manner consistent with that degree of care
and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or
similar locality.
Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
party against either the CLIENT or the COMPANY. COMPANY's services under this Agreement are being performed
solely for the CLIENT's benefit, and no other party or entity shall have any claim against COMPANY because of this
Agreement or the performance or nonperformance of services hereunder. The CLIENT and COMPANY agree to require
a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors and other entities involved in
this project to carry out the intent of this provision.
In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of
the project, the CLIENT and COMPANY agree that all disputes between them arising out of or relating to this Agreement
shall be submitted to non-binding mediation unless the parties mutually agree otherwise. The CLIENT and COMPANY
further agree to include a similar mediation provision in all agreements with independent contractors and consultants
retained for the project and to require all independent contractors and consultants also to include a similar mediation
provision in all agreements with subcontractors, sub -consultants, suppliers or fabricators so retained, thereby providing for
mediation as the primary method for dispute resolution between the parties to those agreements.
If litigation arises for purposes of collecting fees or expenses due under this Agreement, the Court in such litigation shall
award reasonable costs and expenses, including attorney fees, to the party justly entitled thereto. In awarding attomey
fees, the Court shall not be bound by any Court fee schedule, but shall, in the interest of justice, award the full amount of
costs, expenses, and attorney fees paid or incurred in good faith.
All reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates and other documents
including all documents on electronic media prepared by COMPANY as instruments of service shall remain the property
of COMPANY.
All project documents including, but not limited to, plans and specifications fumished by COMPANY under this project are
intended for use on this project only. Any reuse, without specific written verification or adoption by COMPANY, shall be at
the CLIENTs sole risk, and CLIENT shall defend, indemnify and hold harmless COMPANY from all claims, damages and
expenses including attorney's fees arising out of or resulting therefrom.
Under no circumstances shall delivery of electronic files for use by the CLIENT be deemed a sale by the COMPANY, and
the COMPANY makes no warranties, either express or implied, of merchantability and fitness for any particular purpose.
In no event shall the COMPANY be liable for indirect or consequential damages as a result of the CLIENT's use or reuse
of the electronic files.
Because electronic file information can be easily altered, corrupted, or modified by other parties, either intentionally or
inadvertently, without notice or indication, COMPANY reserves the right to remove itself from of its ownership and/or
involvement in the material from each electronic medium not held in its possession. CLIENT shall retain copies of the
work performed by COMPANY in electronic form only for information and use by CLIENT for the specific purpose for
which COMPANY was engaged. Said material shall not be used by CLIENT or transferred to any other party, for use in
other projects, additions to this project, or any other purpose for which the material was not strictly intended by
COMPANY without COMPANY's expressed written permission. Any unauthorized use or reuse or modifications of this
material shall be at CLIENT'S sole risk. Furthermore, the CLIENT agrees to defend, indemnify, and hold COMPANY
harmless from all claims, injuries, damages, losses, expenses, and attorney's fees arising out of the modification or reuse
of these materials.
The CLIENT agrees that the General Contractor is solely responsible for job site safety, and warrants that this intent shall
be made evident in the CLIENTs Agreement with the General Contractor. The CLIENT also agrees that the CLIENT,
COMPANY and COMPANY's consultants shall be indemnified and shall be made additional insureds on the General
Contractor's and all subcontractor's general liability policies on a primary and non-contributory basis.
The CLIENT shall make no claim for professional negligence, either directly or in a third party claim, against COMPANY
unless the CLIENT has first provided COMPANY with a written certification executed by an independent design
professional currently practicing in the same discipline as COMPANY and licensed in the State in which the claim arises.
The CLIENT agrees, to the fullest extent permitted by law, to limit the liability of COMPANY and COMPANY's officers,
directors, partners, employees, shareholders, owners and subconsultants to the CLIENT for any and all claims, losses,
costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and
costs and expert witness fees and costs, so that the total aggregate liability of COMPANY and its officers, directors,
partners, employees, shareholders, owners and subconsultants to all those named shall not exceed $ 10,000. It is
intended that this limitation apply to any and aII liability or cause of action however alleged or arising, unless otherwise
prohibited by law.
Short Form Agreement
Forge Industries, Inc. Phase II ESA
July 26, 2011
Page 3 of 3
Invoices for COMPANY's services shall be submitted, on a monthly basis. Invoices shall be due and payable upon
receipt. If any invoice is not paid within 15 days, COMPANY may, without waiving any claim or right against the CLIENT,
and without liability whatsoever to the CLIENT suspend or terminate the performance of services. The retainer shall be
credited on the final invoice. Accounts unpaid 30 days after the invoice date may be subject to a monthly service charge
of 1.5% (or the maximum legal rate) on the unpaid balance. In the event any portion of an account remains unpaid 60
days after the billing, COMPANY may institute collection action and the CLIENT shall pay all costs of collection, including
reasonable attomey's fees.
This agreement is approved and accepted by the CLIENT and COMPANY upon both parties
signing and dating the agreement. Work will not begin until COMPANY receives a signed
agreement. The effective date of the agreement shall be the last date entered below.
City of Waterloo
Accepted by:
HR GREEN
Project Manager.
tefri2.0(.4„,„„„,
Printed/Printed/ Robin Husman
Typed Name: u_s-1 6. 00,A j---.. Typed Name:
Title:
Date:
Jkigur
14).4 I, 7611
Date:
July 28, 2011
HRGreen
PROFESSIONAL SERVICES AGREEMENT
For
Vacant Forge Parcel — West of Paper West 17th Street (Parcel No. 891325-405-004)
Waterloo, Iowa
Phase I Environmental Site Assessment
Mr. Noel Anderson
City of Waterloo
715 Mulberry Street
Waterloo IA 50703
Phone: 319-291-4366
Robin Husman, Project Director
HR Green
8710 Earhart Lane SW
Cedar Rapids, IA 52404
HR Green Project Number:
June 16, 2011
TABLE OF CONTENTS
1.0 PROJECT UNDERSTANDING
2.0 SCOPE OF SERVICES
3.0 DELIVERABLES AND SCHEDULES INCLUDED IN THIS AGREEMENT
4.0 ITEMS NOT INCLUDED IN AGREEMENT/SUPPLEMENTAL SERVICES
5.0 SERVICES BY OTHERS
6.0 CLIENT RESPONSIBILITIES
7.0 PROFESSIONAL SERVICES FEE
8.0 TERMS AND CONDITIONS
Professional Services Agreement
Vacant Parcel No. 891325-405-004 Waterloo, Iowa
June16, 2011
Page 1 of 8
THIS AGREEMENT is between the City of Waterloo (hereafter "CLIENT") and HR GREEN,
INC. (hereafter "COMPANY").
1.0 Project Understanding
1.1 General Understanding
The City of Waterloo is working with the existing property owner to accept donation of a
vacant parcel (Parcel No. 891325-405-004), Waterloo, Iowa.
1.2 Design Criteria/Assumptions
HR Green assumes that the CLIENT will have legal access to enter the property under the
Real Estate Sales Contract between the CLIENT and property owner of Parcel
No. 891325-405-004, Waterloo, Iowa.
2.0 Scope of Services
The CLIENT agrees to employ COMPANY to perform the following services:
Complete a Phase I Environmental Site Assessment (ESA) in accordance with ASTM
Standard E1527-05 on a vacant property, Parcel No. 891325-405-004, Waterloo, Iowa.
Deliverables and Schedules Included in this Contract
Once this AGREEMENT is authorized, the COMPANY can proceed with the Phase I ESA
upon notification by the CLIENT that site access is available. From notification, the Phase
1 ESA report will be completed within 30 days.
This schedule was prepared to include reasonable allowances for review and approval
times required by the CLIENT and public authorities having jurisdiction over the project.
This schedule shall be equitably adjusted as the project progresses, allowing for changes
in the scope of the project requested by the CLIENT or for delays or other causes beyond
the control of COMPANY.
3.0 Items not included in Agreement/Supplemental Services
The following items are not included as part of this agreement:
This AGREEMENT does not include multiple revisions of our Phase 1 ESA report following
CLIENT review, the preparation of a historical site inventory, or an asbestos survey.
Supplemental services not included in the agreement can be provided by COMPANY
under separate agreement, if desired.
4.0 Services by Others
The COMPANY utilizes companies which specialize in regulator and historical data
searches.
Professional Services Agreement
Vacant Parcel No. 891325-405-004 Waterloo, Iowa
June16, 2011
Page 2 of 8
5.o Client Responsibilities
CLIENT will provide documentation of legal site access to the subject property which
allows the COMPANY to enter the property of the purpose of conductive project activities.
6.0 Professional Services Fee
6.1 Fees
The fee for services will be based on COMPANY standard hourly rates current at the time
the agreement is signed. These standard hourly rates are subject to change upon 30
days' written notice. Non salary expenses directly attributable to the project such as: (1)
living and traveling expenses of employees when away from the home office on business
connected with the project; (2) identifiable communication expenses; (3) identifiable
reproduction costs applicable to the work; and (4) outside services will be charged in
accordance with the rates current at the time the work is done.
6.2 Invoices
Invoices for COMPANY's services shall be submitted, on a monthly basis. Invoices shall
be due and payable upon receipt. If any invoice is not paid within 15 days, COMPANY
may, without waiving any claim or right against the CLIENT, and without liability
whatsoever to the CLIENT, suspend or terminate the performance of services. The
retainer shall be credited on the final invoice. Accounts unpaid 30 days after the invoice
date may be subject to a monthly service charge of 1.5% (or the maximum legal rate) on
the unpaid balance. In the event any portion of an account remains unpaid 60 days after
the billing, COMPANY may institute collection action and the CLIENT shall pay all costs of
collection, including reasonable attorney's fees.
6.3 Extra Work
Any work required but not included as part of this contract shall be considered extra work.
Extra work will be billed on a Time and Material basis with prior approval of the CLIENT.
6.4 Exclusion
This fee does not include attendance at any meetings or public hearings other than those
specifically listed in the Scope of Services. These work items are considered extra and
are billed separately on an hourly basis.
6.5 Payment
The CLIENT AGREES to pay COMPANY on the following basis:
Hourly rates with a maximum not -to -exceed sum in the amount of $3,200.00
7.0 Terms and Conditions
The following Terms and Conditions are incorporated into this AGREEMENT and made a part of it.
Professional Services Agreement
Vacant Parcel No. 891325-405-004 Waterloo, Iowa
June16, 2011
Page 3 of 8
7.1 Standard of Care
Services provided by COMPANY under this AGREEMENT will be performed in a manner consistent with that
degree of care and skill ordinarily exercised by members of the same profession currently practicing at the
same time and in the same or similar locality.
7.2 Entire Agreement
This Agreement, and its attachments, constitutes the entire understanding between CLIENT and COMPANY
relating to professional engineering services. Any prior or contemporaneous agreements, promises,
negotiations, or representations not expressly set forth herein are of no effect. Subsequent modifications or
amendments to this Agreement shall be in writing and signed by the parties to this Agreement. If the CLIENT,
its officers, agents, or employees request COMPANY to perform extra work or services pursuant to this
Agreement, CLIENT will pay for the additional services even though an additional written Agreement is not
issued or signed.
7.3 Time Limit and Commencement of Work
This AGREEMENT must be executed within ninety (90) days to be accepted under the terms set forth herein.
The work will be commenced immediately upon receipt of this signed Agreement.
7.4 Suspension of Services
If the Project or the COMPANY'S services are suspended by the CLIENT for more than thirty (30) calendar
days, consecutive or in the aggregate, over the term of this Agreement, the COMPANY shall be compensated
for all services performed and reimbursable expenses incurred prior to the receipt of notice of suspension. In
addition, upon resumption of services, the CLIENT shall compensate the COMPANY for expenses incurred as
a result of the suspension and resumption of its services, and the COMPANY'S schedule and fees for the
remainder of the Project shall be equitably adjusted.
If the COMPANY'S services are suspended for more than ninety (90) days, consecutive or in the aggregate,
the COMPANY may terminate this Agreement upon giving not less than five (5) calendar days' written notice
to the CLIENT.
If the CLIENT is in breach of this Agreement, the COMPANY may suspend performance of services upon five
(5) calendar days' notice to the CLIENT. The COMPANY shall have no liability to the CLIENT, and the
CLIENT agrees to make no claim for any delay or damage as a result of such suspension caused by any
breach of this Agreement by the CLIENT. Upon receipt of payment in full of all outstanding sums due from the
CLIENT, or curing of such other breach which caused the COMPANY to suspend services, the COMPANY
shall resume services and there shall be an equitable adjustment to the remaining project schedule and fees
as a result of the suspension.
7.5 Book of Account
COMPANY will maintain books and accounts of payroll costs, travel, subsistence, field, and incidental
expenses for a period of five (5) years. Said books and accounts will be available at all reasonable times for
examination by CLIENT at the corporate office of COMPANY during that time.
7.6 Insurance
COMPANY will maintain insurance for claims under the Worker's Compensation Laws, and from General
Liability and Automobile claims for bodily injury, death, or property damage arising from the negligent
performance by COMPANY's employees of the functions and services required under this Agreement.
7.7 Termination or Abandonment
Either party has the option to terminate this Agreement. In the event of failure by the other party to perform in
accordance with the terms hereof through no fault of the terminating party, then the obligation to provide
further services under this Agreement may be terminated upon seven days written notice. If any portion of the
work is terminated or abandoned by CLIENT, the provisions of this Schedule of Fees and Conditions in regard
to compensation and payment shall apply insofar as possible to that portion of the work not terminated or
abandoned. If said termination occurs prior to completion of any phase of the project, the fee for services
performed during such phase shall be based on COMPANY's reasonable estimate of the portion of such
phase completed prior to said termination, plus a reasonable amount to reimburse COMPANY for termination
costs.
Professional Services Agreement
Vacant Parcel No. 891325-405-004 Waterloo, Iowa
June16, 2011
Page 4 of 8
7.8 Waiver
COMPANY's waiver of any term, condition, or covenant or breach of any term, condition, or covenant, shall
not constitute a waiver of any other term, condition, or covenant, or the breach thereof.
7.9 Severability
If any provision of this Agreement is declared invalid, illegal, or incapable of being enforced by any Court of
competent jurisdiction, all of the remaining provisions of this Agreement shall nevertheless continue in full
force and effect, and no provision shall be deemed dependent upon any other provision unless so expressed
herein.
7.10 Successors and Assigns
All of the terms, conditions, and provisions hereof shall inure to the benefit of and be binding upon the parties
hereto, and their respective successors and assigns, provided, however, that no assignment of this
Agreement shall be made without written consent of the parties to this Agreement.
7.11 Third -Party Beneficiaries
Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of
a third party against either the CLIENT or the COMPANY. The COMPANY's services under this Agreement
are being performed solely for the CLIENT's benefit, and no other party or entity shall have any claim against
the COMPANY because of this Agreement or the performance or nonperformance of services hereunder.
The CLIENT and COMPANY agree to require a similar provision in all contracts with contractors,
subcontractors, subconsultants, vendors and other entities involved in this project to carry out the intent of this
provision.
7.12 Goveming Law and Jurisdiction
The CLIENT and the COMPANY agree that this Agreement and any legal actions conceming its validity,
interpretation and performance shall be governed by the laws of the State of Iowa without regard to any
conflict of laws provisions, which may apply the laws of other jurisdictions.
It is further agreed that any legal action between the CLIENT and the COMPANY arising out of this
Agreement or the performance of the services shall be brought in a court of competent jurisdiction in the State
of Iowa.
7.13 Dispute Resolution
Mediation. In an effort to resolve any conflicts that arise during the design or construction of the project or
following the completion of the project, the CLIENT and COMPANY agree that all disputes between them
arising out of or relating to this Agreement shall be submitted to non-binding mediation unless the parties
mutually agree otherwise. The CLIENT and COMPANY further agree to include a similar mediation provision
in all agreements with independent contractors and consultants retained for the project and to require all
independent contractors and consultants also to include a similar mediation provision in all agreements with
subcontractors, sub -consultants, suppliers or fabricators so retained, thereby providing for mediation as the
primary method for dispute resolution between the parties to those agreements.
Arbitration. In the event the parties to this Agreement are unable to reach a settlement of any dispute arising
out of the services under this Agreement, involving an amount of less than $50,000, in Mediation, then such
disputes shall be settled by binding arbitration by an arbitrator to be mutually agreed upon by the parties, and
shall proceed in accordance with the Construction Industry Arbitration Rules of the American Arbitration
Association currently in effect. If the parties cannot agree on a single arbitrator, then the arbitrator(s) shall be
selected in accordance with the above -referenced rules.
7.14 Attorney's Fees
If litigation arises for purposes of collecting fees or expenses due under this Agreement, the Court in such
litigation shall award reasonable costs and expenses, including attorney fees, to the party justly entitled
thereto. In awarding attorney fees, the Court shall not be bound by any Court fee schedule, but shall, in the
interest of justice, award the full amount of costs, expenses, and attorney fees paid or incurred in good faith.
7.15 Ownership of Instruments of Service
All reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates and other
documents including all documents on electronic media prepared by COMPANY as instruments of service
shall remain the property of COMPANY. COMPANY shall retain these records for a period of five (5) years
Professional Services Agreement
Vacant Parcel No. 891325-405-004 Waterloo, Iowa
June16, 2011
Page 5 of 8
following completion/submission of the records, during which period they will be made available to the CLIENT
at all reasonable times.
7.16 Reuse of Documents
All project documents including, but not limited to, plans and specifications fumished by COMPANY under this
project are intended for use on this project only. Any reuse, without specific written verification or adoption by
COMPANY, shall be at the CLIENT's sole risk, and CLIENT shall defend, indemnify and hold harmless
COMPANY from all claims, damages and expenses including attorney's fees arising out of or resulting
therefrom.
Under no circumstances shall delivery of electronic files for use by the CLIENT be deemed a sale by the
COMPANY, and the COMPANY makes no warranties, either express or implied, of merchantability and fitness
for any particular purpose. In no event shall the COMPANY be liable for indirect or consequential damages as
a result of the CLIENT's use or reuse of the electronic files.
7.17 Failure to Abide by Design Documents or To Obtain Guidance
The CLIENT agrees that it would be unfair to hold COMPANY liable for problems that might occur should
COMPANY'S plans, specifications or design intents not be followed, or for problems resulting from others'
failure to obtain and/or follow COMPANY'S guidance with respect to any errors, omissions, inconsistencies,
ambiguities or conflicts which are detected or alleged to exist in or as a consequence of implementing
COMPANY'S plans, specifications or other instruments of service. Accordingly, the CLIENT waives any claim
against COMPANY, and agrees to defend, indemnify and hold COMPANY harmless from any claim for injury
or losses that results from failure to follow COMPANY'S plans, specifications or design intent, or for failure to
obtain and/or follow COMPANY'S guidance with respect to any alleged errors, omissions, inconsistencies,
ambiguities or conflicts contained within or arising as a result of implementing COMPANY'S plans,
specifications or other instruments of services. The CLIENT also agrees to compensate COMPANY for any
time spent and expenses incurred remedying CLIENT's failures according to COMPANY'S prevailing fee
schedule and expense reimbursement policy.
7.18 Opinion of Probable Construction Cost
COMPANY shall submit to the CLIENT an opinion of probable cost required to construct work recommended,
designed, or specified by COMPANY, if required by CLIENT. COMPANY is not a construction cost estimator
or construction contractor, nor should COMPANY'S rendering an opinion of probable construction costs be
considered equivalent to the nature and extent of service a construction cost estimator or construction
contractor would provide. This requires COMPANY to make a number of assumptions as to actual conditions
that will be encountered on site; the specific decisions of other design professionals engaged; the means and
methods of construction the contractor will employ; the cost and extent of labor, equipment and materials the
contractor will employ; contractor's techniques in determining prices and market conditions at the time, and
other factors over which COMPANY has no control. Given the assumptions which must be made, COMPANY
cannot guarantee the accuracy of his or her opinions of cost, and in recognition of that fact, the CLIENT
waives any claim against COMPANY relative to the accuracy of COMPANY'S opinion of probable construction
cost.
7.19 Design Information in Electronic Form
Because electronic file information can be easily altered, corrupted, or modified by other parties, either
intentionally or inadvertently, without notice or indication, COMPANY reserves the right to remove itself from of
its ownership and/or involvement in the material from each electronic medium not held in its possession.
CLIENT shall retain copies of the work performed by COMPANY in electronic form only for information and
use by CLIENT for the specific purpose for which COMPANY was engaged. Said material shall not be used
by CLIENT or transferred to any other party, for use in other projects, additions to this project, or any other
purpose for which the material was not strictly intended by COMPANY without COMPANY's expressed written
permission. Any unauthorized use or reuse or modifications of this material shall be at CLIENT'S sole risk.
Furthermore, the CLIENT agrees to defend, indemnify, and hold COMPANY harmless from all claims, injuries,
damages, losses, expenses, and attomey's fees arising out of the modification or reuse of these materials.
The CLIENT recognizes that designs, plans, and data stored on electronic media including, but not limited to
computer disk, magnetic tape, or files transferred via email, may be subject to undetectable alteration and/or
uncontrollable deterioration. The CLIENT, therefore, agrees that COMPANY shall not be liable for the
completeness or accuracy of any materials provided on electronic media after a 30 day inspection period,
during which time COMPANY shall correct any errors detected by the CLIENT to complete the design in
accordance with the intent of the contract and specifications. After 40 days, at the request of the CLIENT,
Professional Services Agreement
Vacant Parcel No. 891325-405-004 Waterloo, Iowa
June16, 2011
Page 6 of 8
COMPANY shall submit a final set of sealed drawings, and any additional services to be performed by
COMPANY relative to the submitted electronic materials shall be subject to separate AGREEMENT. The
CLIENT is aware that differences may exist between the electronic files delivered and the printed hard -copy
construction documents. In the event of a conflict between the signed construction documents prepared by
the COMPANY and electronic files, the signed or sealed hard -copy construction documents shall govern.
7.20 Information Provided by Others
The CLIENT shall furnish, at the CLIENT's expense, all information, requirements, reports, data, surveys and
instructions required by this AGREEMENT. The COMPANY may use such information, requirements, reports,
data, surveys and instructions in performing its services and is entitled to rely upon the accuracy and
completeness thereof. The COMPANY shall not be held responsible for any errors or omissions that may
arise as a result of erroneous or incomplete information provided by the CLIENT and/or the CLIENT's
consultants and contractors.
COMPANY is not responsible for accuracy of any plans, surveys or information of any type including
electronic media prepared by any other consultants, etc. provided to COMPANY for use in preparation of
plans. The CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the
COMPANY from any damages, liabilities, or costs, including reasonable attorneys' fees and defense costs,
arising out of or connected in any way with the services performed by other consultants engaged by the
CLIENT.
COMPANY is not responsible for accuracy of topographic surveys provided by others. A field check of a
topographic survey provided by others will not be done under this contract unless indicated in the Scope of
Work.
7.21 Force Majeure
The CLIENT agrees that the COMPANY is not responsible for damages arising directly or indirectly from any
delays for causes beyond the COMPANY's control. CLIENT agrees to defend, indemnify, and hold
COMPANY, its consultants, agents, and employees harmless from any and all liability, other than that caused
by the negligent acts, errors, or omissions of COMPANY, arising out of or resulting from the same. For
purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe
weather disruptions or other natural disasters or acts of God; fires, riots, war or other emergencies; failure of
any government agency to act in timely manner; failure of performance by the CLIENT or the CLIENT'S
contractors or consultants; or discovery of any hazardous substances or differing site conditions. Severe
weather disruptions include but are not limited to extensive rain, high winds, snow greater than two (2) inches
and ice. In addition, if the delays resulting from any such causes increase the cost or time required by the
COMPANY to perform its services in an orderly and efficient manner, the COMPANY shall be entitled to a
reasonable adjustment in schedule and compensation.
7.22 Job Site Visits and Safety
Neither the professional activities of COMPANY, nor the presence of COMPANY'S employees and
subconsultants at a construction site, shall relieve the General Contractor and any other entity of their
obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence,
techniques or procedures necessary for performing, superintending or coordinating all portions of the work of
construction in accordance with the contract documents and any health or safety precautions required by any
regulatory agencies. COMPANY and its personnel have no authority to exercise any control over any
construction contractor or other entity or their employees in connection with their work or any health or safety
precautions. The CLIENT agrees that the General Contractor is solely responsible for job site safety, and
warrants that this intent shall be made evident in the CLIENT's AGREEMENT with the General Contractor.
The CLIENT also agrees that the CLIENT, COMPANY and COMPANY'S consultants shall be indemnified and
shall be made additional insureds on the General Contractor's and all subcontractor's general liability policies
on a primary and non-contributory basis.
7.23 Hazardous Materials
CLIENT hereby understands and agrees that COMPANY has not created nor contributed to the creation or
existence of any or all types of hazardous or toxic wastes, materials, chemical compounds, or substances, or
any other type of environmental hazard or pollution, whether latent or patent, at CLIENT's premises, or in
connection with or related to this project with respect to which COMPANY has been retained to provide
professional engineering services. The compensation to be paid COMPANY for said professional engineering
services is in no way commensurate with, and has not been calculated with reference to, the potential risk of
injury or loss which may be caused by the exposure of persons or property to such substances or conditions.
Professional Services Agreement
Vacant Parcel No. 891325-405-004 Waterloo, Iowa
June16, 2011
Page 7 of 8
Therefore, to the fullest extent permitted by law, CLIENT agrees to defend, indemnify, and hold COMPANY,
its officers, directors, employees, and consultants, harmless from and against any and all claims, damages,
and expenses, whether direct, indirect, or consequential, including, but not limited to, attorney fees and Court
costs, arising out of, or resulting from the discharge, escape, release, or saturation of smoke, vapors, soot,
fumes, acid, alkalies, toxic chemicals, liquids gases, or any other materials, irritants, contaminants, or
pollutants in or into the atmosphere, or on, onto, upon, in, or into the surface or subsurface of soil, water, or
watercourses, objects, or any tangible or intangible matter, whether sudden or not.
It is acknowledged by both parties that COMPANY'S scope of services does not include any services related
to asbestos or hazardous or toxic materials. In the event COMPANY or any other party encounters asbestos
or hazardous or toxic materials at the job site, or should it become known in any way that such materials may
be present at the job site or any adjacent areas that may affect the performance of COMPANY'S services,
COMPANY may, at its option and without liability for consequential or any other damages, suspend
performance of services on the project until the CLIENT retains appropriate specialist consultant(s) or
contractor(s) to identify, abate and/or remove the asbestos or hazardous or toxic materials, and warrants that
the job site is in full compliance with applicable laws and regulations.
Nothing contained within this Agreement shall be construed or interpreted as requiring COMPANY to assume
the status of a generator, storer, transporter, treater, or disposal facility as those terms appear within the
Resource Conservation and Recovery Act, 42 U.S.C.A., §6901 et seq., as amended, or within any State
statute goveming the generation, treatment, storage, and disposal of waste.
7.24 Certificate of Merit
The CLIENT shall make no claim for professional negligence, either directly or in a third party claim, against
COMPANY unless the CLIENT has first provided COMPANY with a written certification executed by an
independent design professional currently practicing in the same discipline as COMPANY and licensed in the
State in which the claim arises. This certification shall: a) contain the name and license number of the
certifier; b) specify each and every act or omission that the certifier contends is a violation of the standard of
care expected of a Design Professional performing professional services under similar circumstances; and c)
state in complete detail the basis for the certifier's opinion that each such act or omission constitutes such a
violation. This certificate shall be provided to COMPANY not less than thirty (30) calendar days prior to the
presentation of any claim or the institution of any judicial proceeding.
7.25 Limitation of Liability
The CLIENT agrees, to the fullest extent permitted by law, to limit the liability of COMPANY and COMPANY's
officers, directors, partners, employees, shareholders, owners and subconsultants to the CLIENT for any and
all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes,
including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of
COMPANY and its officers, directors, partners, employees, shareholders, owners and subconsultants to all
those named shall not exceed COMPANY'S total fee received for services rendered on this project or
$50,000.00, whichever is less. It is intended that this limitation apply to any and all liability or cause of action
however alleged or arising, unless otherwise prohibited by law.
7.26 Environmental Audits/Site Assessments
Environmental Audit/Site Assessment report(s) are prepared for CLIENT's sole use. CLIENT agrees to
defend, indemnify, and hold COMPANY, its consultants, agents, and employees harmless against all
damages, claims, expenses, and losses arising out of or resulting from any reuse of the Environmental
Audit/Site Assessment report(s) without the written authorization of COMPANY.
Professional Services Agreement
Vacant Parcel No. 891325-405-004 Waterloo, Iowa
June16, 2011
Page 8 of 8
This AGREEMENT is approved and accepted by the CLIENT and COMPANY upon both parties
signing and dating the AGREEMENT. Work cannot begin until COMPANY receives a signed
agreement. The effective date of the AGREEMENT shall be the last date entered below.
Sincerely,
HR GREEN, INC.
Robin Husman
Approved by: -0/44��
Printed/Typed Name: Robin Husman
Title: Proiect Director
City of Waterloo
Accepted by:
Date: 6/15/11
zeld
Printed/Typed Name: Ernest G. Clark
Title: Mayor
Date: 8/1 t(