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HomeMy WebLinkAboutHR Green-4/4/2016 (2)HRGreen PROFESSIONAL SERVICES AGREEMENT For Phase I Environmental Site Assessment 120 Center Street Waterloo, Iowa Mr. Chris Western City of Waterloo 715 Mulberry Street Waterloo IA 50703 Phone: 319-291-4366 Scott Mattes, Project Manager HR Green 5525 Merle Hay Road Johnston, IA 50131 HR Green Project Number: TBD March 24, 2016 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 City of Waterloo —120 Center Street Phase I Environmental Site Assessment March 24, 2016 Page 1 of 9 THIS AGREEMENT is between City of Waterloo (hereafter "CLIENT") and HR GREEN, INC. (hereafter "COMPANY"). 1.0 Project Understanding 1.1 General Understanding CLIENT is potentially acquiring the property located at 120 Center Street, Waterloo, Iowa. COMPANY will assist CLIENT by preparing a Phase I ESA report that satisfies guidelines outlined in the American Society for Testing and Materials (ASTM) Standard Practice for Environmental Site Assessments coupled with EPA's Rule: Standards and Practices for All Appropriate Inquiries (AAI) prior to acquisition. 1.2 Design Criteria/Assumptions COMPANY will complete a Phase I ESA in accordance with ASTM E1527-13. COMPANY assumes CLIENT will have legal access to enter the property within five business days of signing this agreement. Further, COMPANY assumes CLIENT will provide all necessary contact information for the property owner. 2.0 Scope of Services CLIENT agrees to employ COMPANY to perform the following services: Task 1 - Complete a Phase I Environmental Site Assessment (ESA) in accordance with ASTM Standard E1527-13 at 120 Center Street, Waterloo, Iowa. COMPANY will review all required documentation per ASTM E1527-13. If additional investigation records exist, including previously completed Phase I and/or II Environmental Site Assessments on the property or within close proximity to the property, COMPANY can include additional review and opinions through an amendment to this contract. Task 2 — CLIENT may choose to add Task 2, as needed: conduct a Phase II ESA to assess any identified recognized environmental conditions found during the completion of the Phase I ESA. This task will be added to the contract with a supplemental agreement should a Phase II ESA be required and CLIENT states to COMPANY to move forward with Task 2. Section 3.0 of this contract outlines the project deliverables and schedules. 3.0 Deliverables and Schedules Included in this Contract Once this AGREEMENT is authorized, COMPANY can proceed with the Phase I ESA upon notification by CLIENT that site access is available. The Phase I ESA report will be completed by April 11, 2016. COMPANY requires at least 10 business days to complete the work following authorization. If needed and CLIENT wants to have Task 2 completed, Phase II ESA activities will be completed in approximately 45 days following authorization dependent on subcontractor availability. Professional Services Agreement City of Waterloo —120 Center Street Phase I Environmental Site Assessment March 24, 2016 Page 2 of 9 This schedule was prepared to include reasonable allowances for review and approval times required by CLIENT and local, State, and Federal regulatory officials, if required. This schedule shall be equitably adjusted as the project progresses, allowing for changes in the scope of the project requested by CLIENT or for delays or other causes beyond the control of COMPANY. 4.0 Items not included in Agreement/Supplemental Services COMPANY will provide services as outlined in the Scope of Services included in Section 2.0. Supplemental services not included in the agreement can be provided by COMPANY under separate agreement, if desired. 5.0 Services by Others COMPANY may utilize drillers and laboratories licensed by the State of Iowa to provide drilling and chemical analyses services, respectively, for this project, if determined necessary by CLIENT. COMPANY will also engage lead-based paint and asbestos inspection professionals licensed with the State of Iowa, if determined necessary. Lead- based paint and asbestos investigation activities will also require a contract change order. 6.0 Client Responsibilities CLIENT will provide legal access to the property identified in the Scope of Services through a signed purchase agreement or signed access agreement by the current property owner. CLIENT will provide access to necessary CLIENT records for the property included in the Scope of Services. Necessary CLIENT records include property owner information, assessor's parcel information (including electronic GIS data), and available historical records for the property identified in the Scope of Services. CLIENT will make required information stated above available to within five business days of signing this agreement.. 7.0 Professional Services Fee 7.1 Fees The fee for services will be based on COMPANY standard hourly rates that are consistent with COMPANY'S annual published rates. In the event that the project transitions into future year(s) the hourly rates will be adjusted to be consistent with the COMPANY'S published rates for those years. 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. 7.2 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 Professional Services Agreement City of Waterloo — 120 Center Street Phase I Environmental Site Assessment March 24, 2016 Page 3 of 9 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. 7.3 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. 7.4 Exclusion This fee does not include attendance at any meetings or public hearings. These work items are considered extra and are billed separately on an hourly basis. 7.5 Payment CLIENT AGREES to pay COMPANY on the following basis: Hourly rates with a maximum not -to -exceed sum in the amount of $3,000 to complete the Phase I ESA. COMPANY will provide a sampling plan and estimated cost to complete the Phase II ESA, if recommended. Professional Services Agreement City of Waterloo — 120 Center Street Phase I Environmental Site Assessment March 24, 2016 Page 4 of 9 8.0 Terms and Conditions The following Terms and Conditions are incorporated into this AGREEMENT and made a part of it. 8.1 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. 8.2 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. 8.3 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. 8.4 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. 8.5 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. 8.6 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. 8.7 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 Professional Services Agreement City of Waterloo — 120 Center Street Phase I Environmental Site Assessment March 24, 2016 Page 5 of 9 phase completed prior to said termination, plus a reasonable amount to reimburse COMPANY for termination costs. 8.8 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. 8.9 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. 8.10 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. 8.11 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. 8.12 Governing Law and Jurisdiction The CLIENT and the COMPANY agree that this Agreement and any legal actions concerning 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. 8.13 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. 8.14 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. Professional Services Agreement City of Waterloo — 120 Center Street Phase I Environmental Site Assessment March 24, 2016 Page 6 of 9 8.15 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 become the property of CLIENT. COMPANY shall retain these records for a period of five (5) years following completion/submission of the records, during which period they will be made available to the CLIENT at all reasonable times. Except as otherwise provided herein, engineering documents, drawings, and specifications prepared by COMPANY as part of the Services shall become the sole property of CLIENT, however, that both CLIENT and COMPANY shall have the unrestricted right to their use. COMPANY shall retain its rights in its standard drawing details, specifications, data bases, computer software, and other proprietary property protected under the copyright laws of the United States. Rights to intellectual property developed, utilized, or modified in the performance of services shall remain the property of COMPANY. CLIENT shall have the unlimited right to the use of intellectual property developed, utilized, or modified in the performance of the Services at no additional cost to the CLIENT. 8.16 Reuse of Documents All project documents including, but not limited to, plans and specifications furnished 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. 8.17 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. 8.18 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. 8.19 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 Professional Services Agreement City of Waterloo — 120 Center Street Phase I Environmental Site Assessment March 24, 2016 Page 7 of 9 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 CLIENTS 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 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, 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. 8.20 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. 8.21 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. 8.22 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. Professional Services Agreement City of Waterloo —120 Center Street Phase I Environmental Site Assessment March 24, 2016 Page 8 of 9 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. 8.23 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. 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, alkalis, 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 governing the generation, treatment, storage, and disposal of waste. 8.24 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. 8.25 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. 8.26 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 City of Waterloo —120 Center Street Phase I Environmental Site Assessment March 24, 2016 Page 9 of 9 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. /6.6-nr-145: Scott Mattes, P.E. Approved by: Printed/Typed Name: Title: Vice President James E. Halverson CITY OF WATERLOO Accepted by: Printed/Typed Name: Date: 3/ /6 Ci Chris Western Title: Planner II/Brownfields Coordinator Date: (f / 1 1 / (j ,