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HomeMy WebLinkAboutHR Green Inc-11/21/2016HRGreen Simple Scope Short Form Agreement Project: Northeast Industrial Park Phase I ESA PINs 8912-20-401-004 and 8912-20-401-008 Waterloo, IA Client: Contact: Title: Address: City/State/Zip: Phone No. Project No: 160315 Date: City of Waterloo Noel Anderson Community Planning and Development Director 715 Mulberry Street Waterloo, IA 50703 319-291-4366 11/14/2016 The CLIENT agrees to employ HR Green, Inc. (COMPANY) to perform the following services: COMPANY will conduct a Phase I Environmental Site Assessment (ESA) on approximately 19.99 acres of real estate generally located southeast of the intersection of Martin Luther King Jr. Drive and Northeast Drive, Waterloo, Black Hawk County, Iowa and described as by the Black Hawk County Assessor's Office as PINs 8912-20-401-004 and 8912-20-401-008. The Phase I ESA will be competed according to ASTM E1527-13 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process. The Phase I ESA report will be made available by November 18, 2016 assuming a contract signature date of no later than November 14, 2016. This delivery date is contingent upon timely completion of the user questionnaire and owner interview form and ready access to the property. It is assumed that the CLIENT permits access to the property. Delivery of this report will be equitably adjusted according to any delays experienced during the project which are caused by CLIENT, sub -consultants, coordinating agencies or access concerns. COMPANY will be compensated at standard hourly rates to reschedule activities delayed by the CLIENT or agencies coordinating with the CLIENT or project. This agreement assumes the completion of a "traditional" Phase I ESA. COMPANY will be compensated at standard hourly rates for time spent acquiring any out of scope necessary permits and access agreements on behalf of the CLIENT. CLIENT agrees to pay for any out of scope fee required by the project. If CLIENT elects to terminate project at any time prior to COMPANY's final invoice, CLIENT agrees to compensate COMPANY for time spent on project using the COMPANY's standard hourly rates. Exhaustive recorded land title records search is not included in this fee. It is assumed that this item is addressed by CLIENT. If an update to the Phase I report for inclusion of CLIENT attorney opinion of title is requested, it may be included if the estimated fee has not yet been reached. Otherwise, a change order will be required. Revised (10-2014) Short Form Agreement Phase I Environmental Site Assessment 11/14/2016 Page 2of3 Hourly rates with a maximum not -to -exceed sum in the amount of $2,900 Reimbursable Expenses Included Subconsultant Services Included ❑ Prepayment Required for Services to Commence 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 CLIENTs 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, Revised (10-2014) Short Form Agreement Phase I Environmental Site Assessment 11/14/2016 Page 3 of 3 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 all liability or cause of action however alleged or arising, unless otherwise prohibited by law. Invoices for COMPANY's services shall be submitted, on a bimonthly 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. The COMPANY is not a Municipal Advisor registered with the Security and Exchange Commission (SEC) as defined in the Dodd -Frank Wall Street Reform and Consumer Protection Act. When the CLIENT is a municipal entity as defined by said Act, and the CLIENT requires project financing information for the services performed under this AGREEMENT, the CLIENT will provide the COMPANY with a letter detailing who their independent registered municipal advisor is and that the CLIENT will rely on the advice of such advisor. A sample letter can be provided to the CLIENT upon request. This agreement is approved and accepted by the CLIENT and COMPANY upon both parties signing and dating the agreement. Services 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 715 Mulberry Street Waterloo, IA 50703 Accepted by: fr HR GREEN, INC. 8710 Earhart Ln SW Cedar Rapids, Iowa 52404 Approved by: Printed/ Printed/ Typed Name:&._\ N Typed Name: Title:trw Title: Date: C2-11671 Date: November 14, 2016 James E. Halverson Vice President & Principal Anc,e - - - `/z+ 11 Revised (10-2014)