HomeMy WebLinkAboutEocene Environmental Group - PSA - Rath - 12.16.2024AGREEMENT (PSA)
Project: Asbestos Containing Materials Confirmation/Survey
PROFESSIONAL SERVICES ' Eocene -
Environmental Group
Property: Rath Buildings - 1142 Sycamore Street, Waterloo, Iowa 50703
Client: City of Waterloo
Contact: Aric Schroeder
Address: 715 Mulberry Street
City/State/Zip: Waterloo, Iowa 50703
Phone: 319.291.4399
Email: aric.schroeder@waterloo-ia.org
AGREEMENT made this 9th day of October 2024, by and between the service provider, Eocene Environmental
Group, Inc. (Eocene) and City of Waterloo (Client).
WHEREAS the client intends to engage the services of Eocene to: provide asbestos survey services to assist the
Client with Brownfield cleanup activities at the former Rath Buildings at the location identified above (herein referred
to as the "Property").
WHEREAS, Eocene agrees to provide said services pursuant to the terms of this Agreement.
NOW THEREFORE, the parties agree as follows:
1. Project
Eocene agrees to assist the Client with conducting asbestos survey services at the Property. Eocene will complete
an ACM Survey by collecting samples of suspect building materials which have not previously been collected or
where results of prior inspections are unclear. Eocene will also quantify previously identified ACMs to be able to
provide accurate quantities for asbestos abatement.
2. Scope of Services
ACM Confirmation/Survey
Eocene will review any available existing inspection reports and develop a sampling strategy for the Property. A
State of Iowa licensed asbestos inspector will perform the survey by collecting samples of suspect building materials
which have not previously been collected or where results of prior inspections are unclear. The sampling strategy
will be consistent with appropriate OSHA Regulation 1926.1101 and 40 CFR Part 61 — National Emission Standards
for Hazardous Air Pollutants (NESHAPs). The samples collected will be analyzed by a certified laboratory for
asbestos content via the polarized light microscopy method. Sampling of the structure will consist of developing a
survey protocol, determining what materials will be sampled, what materials will be presumed/assumed (if any),
identifying all homogeneous spaces within the structure (if required) and quantification of asbestos containing
materials. All associated field notes, chain of custody forms, and sample identification will be checked for accuracy
and completeness and documented by the Eocene Project Manager. It will also be the role of the Project Manager
to inspect the data and provide final review and approval to ensure that it meets industry standard sampling
requirements.
8951 Windsor Parkway, Johnston, IA 50131 866.875.5527 eocene.com
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As this survey will include samples of the roof and roofing components (unless otherwise directed), Eocene makes no
guarantee of the integrity of the roofs following sampling procedures. Eocene will patch all roof sample locations
with roofing compound to best of our abilities. Eocene recommends having a certified roofing contractor inspect all
roof sample locations from the survey to ensure the structural integrity of the roof and sample locations. It is our
understanding that this structure will be demolished, therefore, Eocene will use destructive sampling measures to
collect building material samples. Eocene will not be repairing sample locations apart from roof sample locations.
The final report will consist of laboratory results, sample descriptions, locations of ACMs, photo documentation and
State of Iowa licenses.
3. Eocene Responsibilities
Eocene Hereby agrees to:
I. Provide the professional services as set forth in this Agreement; and
II. Perform said services 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.
4. Client Responsibilities
Client hereby agrees to:
I. Provide a knowledgeable representative of the Property, who will be available to coordinate all on -site work; and
II. Provide unrestricted access to the Property for Eocene to perform the services; and
III. Provide copies of any previously completed reports that may be pertinent to this Project.
5. Schedule
The Project will commence immediately upon receipt of the executed Professional Services Agreement (PSA) from
the Client. Eocene anticipates being able to complete the ACM Confirmation/Survey within approximately four to
six weeks of receiving the executed PSA.
6. Project Cost, Payment and Termination
The Client shall pay Eocene the Lump Sum Cost of Twenty Thousand, Two Hundred Sixty Dollars ($20,260.00) for
the performance of this Agreement. Direct costs such as communications, postage, routine printing and copying
are not invoiced separately, but are included with the Lump Sum to streamline the accounting process and reduce
overhead costs.
Tasks
ACM Confirmation/Survey
Cost
$20,260.00
Total
$20,260.00
Invoices for Eocene's services will be submitted every 30 days or upon project completion if project completion is
less than 30 days. Invoices shall be due and payable upon receipt. If any invoice is not paid within 30 days, Eocene
may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, suspend or
terminate the performance of services. Time and material costs will be adjusted annually in accordance with rate
increases paid to personnel, inflation, and market conditions.
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7. Work Product
All field notes, laboratory test data, calculations, estimates and other documents including all documents on
electronic media prepared by Eocene as instruments of service and/or used in the preparation of the final project
deliverables shall remain the property of Eocene.
All project documents including, but not limited to, plans and specifications furnished by Eocene under this project
are intended for use on this project only. Any reuse, without specific written verification or adoption by Eocene,
shall be at the Client's sole risk, and Client shall defend, indemnify and hold harmless Eocene 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 Eocene, and
Eocene makes no warranties, either express or implied, of merchantability and fitness for any particular purpose.
In no event shall Eocene 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, Eocene reserves the right to remove itself from 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 Eocene in electronic form only for information and use by Client for the specific purpose for
which Eocene 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
Eocene without Eocene'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 Eocene
harmless from all claims, injuries, damages, losses, expenses, and attorney's fees arising out of the modification or
reuse of these materials.
8. Project Site
The Client agrees to use good faith efforts to maintain a safe Project site for Eocene staff and, as applicable,
subcontractors and assigns. Such good faith efforts shall include, but not exhaustive, ensuring that Project site is
free and clear of any imminent hazards that pose a direct and immediate danger to any such individual potentially
affected.
9. Claims and Disputes
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 Eocene. Eocene'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 Eocene because of this Agreement
or the performance or nonperformance of services hereunder. The Client and Eocene 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.
The Client shall make no claim for professional negligence, either directly or in a third party claim, against Eocene
unless the Client has first provided Eocene with a written certification executed by an independent professional
currently practicing in the same discipline as Eocene and licensed in the State in which the claim arises.
10. Limited Liability
The Client agrees, to the fullest extent permitted by law, to limit the liability of Eocene and Eocene'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 Eocene and its officers, directors,
partners, employees, shareholders, owners and subconsultants to all those named shall not exceed $50,000. 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.
11. Mediation
In an effort to resolve any conflicts that arise during the project or following the completion of the project, the Client
and Eocene 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 Eocene further agree to include
8951 Windsor Parkway, Johnston, IA 50131 866.875.5527 eocene.com
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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.
12. 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 prevailing party. 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.
13. Controlling Law
This Agreement shall be construed and enforced in accordance with the laws of the state of Iowa
14. Assignment
Neither the Agreement nor any of the rights or obligations arising under the Agreement may be assigned without
prior written consent.
This agreement is approved and accepted by the Client and Eocene upon both parties signing and dating the
agreement. The effective date of the agreement shall be the last date entered below.
CITY OF WATERLOO
Accepted by: atetHUZ CU'i
Printed/Typed Name: Quentin Hart
Title: Mayor
Date: 12/16/2024
EOCENE ENVIRONENTAL GROUP, INC.
Accepted by:
Printed/Typed Name: Jon Reis
Title: Senior Project Manager
Date: October 9, 2024
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