HomeMy WebLinkAboutHoward R. Green-Purchase Order-04.13.2009 y—/ 3—O5
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HOWARD R. GREEN COMPANY
PURCHASE ORDER
THIS AGREEMENT, made this day of , 2009 by and between,
THE CITY OF WATERLOO, IOWA
, the CLIENT, and HOWARD R. GREEN
COMPANY (hereafter"HRG"), for professional services concerning:
Removal, cleaning and disposal of 4 Orphan UST found on property belonging to the City of Waterloo at the
SE Corner of 3rd & Commerce Streets, Waterloo, Iowa (Describe the Project).
HRG Project Number 722930-J39
The CLIENT agrees to employ HRG to perform the following services: Coordinate and manage the
removal of 4 orphan tanks.: 2 - 3000 gal, 1 - 2000 gal, and 1 —330 gal. Large tanks contain sand and some
fluid. 330 gallon tank contains fuel. Service includes; report tanks to IDNR, excavation and removal,
cleaning by licensed waste contractor, disposal of tanks, fluids and sand material within tanks, backfilling and
compacting excavation, soil sampling for landfill disposal and assessing conditions beneath tanks, and
preparing a tank closure report for the IDNR.(Describe Services).
In consideration for these services,the CLIENT AGREES to pay HRG on the following basis: (Indicate Payment Method)
[X ] Per current Rate Schedule with an estimated fee of $22,500 to$28,500
[ ] Other as stated here:
The Schedule of Fees and Conditions of HOWARD R. GREEN COMPANY (attached hereto)
are incorporated into this AGREEMENT and made a part of it.
CITY OF WATERLOO HOWARD R. GREEN COMPANY
Si nature: Signature:
Printed Name: Timothy J. H Printed Name: Robin Husman
Title: Mayor Title: Brownfield Group Leader
Date: 4 "/3-d (7 Date: April 13, 2009
3. DOCUMENTS Page 3 of 4
(a) The CLIENT acknowledges HRGs construction documents as instruments of professional service. Nevertheless,the plans and specifications
prepared under this Agreement shall become the property of the CLIENT upon completion of the work and payment in full of all monies due to
HRG. The CLIENT shall not reuse or make any modifications to the plans and specifications without the prior written authorization of HRG. The
CLIENT agrees,to the fullest extent permitted by law,to indemnify and hold HRG harmless from any claim,liability or cost(including reasonable
attorneys fees and defense costs)arising or allegedly arising out of any unauthorized reuse or modifications of the documents by the CLIENT or
any person or entity that acquires or obtains the plans and specifications from or through the CLIENT without the written authorization of HRG.
(b) All computer programs,work product,inventions,patents,copyrights,software,and other like data developed during the course of the project,are
and shall remain the sole property of HRG.
(c) HRG's liability to CLIENT for any computer programs,software products,or related data furnished hereunder is limited solely to the correction of
residual errors,minor maintenance,or update(s)as agreed. HRG makes no warranties of any kind,including any implied warranty of
merchantability or of fitness for any particular purpose,or against infringement,with respect to computer programs,software products,related data,
technical information,or technical assistance provided by HRG under this Agreement. In no event shall HRG,its officers,agents,or employees be
liable under or in connection with this Agreement under any theory of tort,contract,strict liability,negligence,or other legal or equitable theory for
incidental or consequential damage relating to any work performed or not performed,services,acts or omissions,computer programs,software
products,or related data furnished hereunder.
(d) Environmental Audit/Site Assessment report(s)are prepared for CLIENT's sole use. CLIENT agrees to defend,indemnify,and hold HRG,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 HRG.
4. TERMINATION OR ABANDONMENT.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 HRG's reasonable
estimate of the portion of such phase completed prior to said termination,plus a reasonable amount to reimburse HRG for termination costs.
5. ATTORNEY 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.
6. WAIVER. HRG'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. ENTIRE AGREEMENT. This Agreement,and its attachments,constitutes the entire understanding between CLIENT and HRG 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 HRG 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. 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.
9. OPINION OF PROBABLE CONSTRUCTION COSTS. Opinion of probable construction costs for the facilities considered and designed under this
Agreement are prepared by HRG through exercise of its experience and judgment in applying presently available cost data,but it is recognized that HRG
has no control over costs of labor and materials,or over the construction contractors methods of determining prices,or over competitive bidding
procedures,market conditions,and unknown field conditions so that HRG cannot and does not guarantee that proposals,bids,or the project construction
costs will not vary from HRG's opinion of probable construction costs.
10. INJURY TO WORKERS. It is understood and agreed that HRG's fee is based on HRG being named as an Additional Insured on construction
contractors insurance policy for Comprehensive General Liability and Builders All Risk Liability,and CLIENT agrees to insert into all Contracts for
construction between CLIENT and construction contractor(s)arising out of this design a provision requiring the construction contractor(s)to defend,
indemnify,and hold harmless both CLIENT and HRG from any and all actions arising out of the construction project,including,but not limited to,injury to
or death of any worker on the job site,not caused by the sole negligence of CLIENT or HRG.
11. SITE VISITS. Visits to the construction site and observations made by HRG as part of services during construction under this Agreement shall not make
HRG responsible for,nor relieve the construction contractor(s)of the obligation to conduct comprehensive monitoring of the work sufficient to ensure
conformance with the intent of the Contract Documents,and shall not make HRG responsible for,nor relieve the construction contractor(s)of the full
responsibility for all construction means,methods,techniques,sequences,and procedures necessary for coordinating and completing all portions of the
work under the construction contract(s),and for all safety precautions incidental thereto. Such visits by HRG are not to be construed as part of the
observation duties of the on-site observation personnel defined below.
12. ON-SITE OBSERVATION. When HRG provides on-site observation personnel as part of services during construction under this Agreement,the on-site
observation personnel will make reasonable efforts to guard CLIENT against defects and deficiencies in the work of the contractor(s),and to help
determine if the provisions of the Contract Documents are being fulfilled. Their day-to-day observation will not,however,cause HRG to be responsible for
those duties and responsibilities which belong to the construction contractor(s),including,but not limited to,full responsibility for the means,methods,
techniques,sequences,and progress of construction,and the safety precautions incidental thereto,and for performing the construction work in
accordance with the Contract Documents.
13. 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.
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14. DISPUTE RESOLUTION
(a) 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 HRG 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 HRG 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.
(b) 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$25,000,in accordance with Paragraph 14(a)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,
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