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HomeMy WebLinkAboutTerracon_Consultants_-_PSA_-_Sergeant_Road_Trail_Repairs,_Cont._No._1091_-_3.2.2026Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 • rerracon February 12, 2026 City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 Attn: Oumie Ceesay, Associate Engineer P: (319) 291-4312 E: Oumie.Ceesay@waterloo-ia.org 3105 Capital Way, Suite 5 Cedar Falls, Iowa 50613 P (319) 277-4016 Terracon.com ENR Rankings 2025 Asbestos and Lead Abatement miTop 100 Pure Designers goTop 500 Design Firms elTop 150 Global Design Firms irnTop 200 Environmental Firms RE: Proposal for Asbestos and Paint Survey Services Sergeant Road Trail Bridges South of Shaulis Road to north of W. 3rd Street Waterloo, Iowa 50703 Terracon Proposal No. P13267007 Dear Ms. Ceesay: Terracon Consultants, Inc. (Terracon) appreciates the opportunity to submit this proposal to the City of Waterloo (the City, or the Client) to conduct an asbestos and paint survey of six wooden railroad tie bridges located along the Seargeant Road Trail, spanning from south of Shaulis Road to north of West 3rd Street in Waterloo, Iowa. We understand that the Client has requested these services in anticipation of the demolition of the six bridges. If this proposal meets with your approval, work may be initiated by returning a fully executed copy of the Agreement for Services to Rob.Bergman@terracon.com. Terracon appreciates the opportunity to provide this proposal, and we look forward to working with the City of Waterloo on this project. If you have questions regarding this proposal or require additional services, please contact us at (319) 277-4016. Sincerely, Terracon Consultants, Inc. Prepared by: Reviewed by: Rob Eekgltila4 Jamul- Seuxter Rob Bergman James Baxter Senior Staff Scientist Senior Industrial Hygienist Attachments: Detailed Scope of Services, Sampling Authorization, Client Provided Bridge Location Map, Agreement for Services Facilities 1 Environmental 1 Geotechnical 1 Materials 1 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 Proposal for Asbestos and Paint Survey Sergeant Road Trail Bridge Replacement Project I Waterloo, Iowa February 12, 2026 I Terracon Proposal No. P13267007 Detailed Scope of Services 1.0 Project Information r Terracon Terracon understands that in support of the planned demolition of the six wooden railroad tie bridges, the City of Waterloo (the City or the Client) is requesting asbestos and lead/chromium/cadmium paint survey services for the six bridges located along the Sergeant Road Trail, spanning from south of Shaulis Road to north of West 3rd Street in Waterloo, Iowa. Attached is a client -provided site diagram identifying the six bridge locations along the Sergeant Road Trail. If the above information is inaccurate or if Terracon should be aware of additional information, please contact us as soon as possible so that we may consider any necessary revisions to this proposal. Commitment to Safety Terracon has a 100% commitment to the safety of our employees. In accordance with our Incident and Injury Free® safety culture, Terracon will use our standard safety plan for these field services. Prior to the commencement of on -site activities, Terracon will review the health and safety needs for this specific project. We anticipate conducting the fieldwork wearing personal protective equipment consisting of hard hats, safety glasses, protective gloves, high -visibility clothing, and steel -toed boots. However, it may be necessary to upgrade this level of protection and utilize equipment such as half -face air -purifying respirators or protective clothing such as Tyvek® coveralls. Appropriate safety measures will be used to minimize the potential for exposure to materials that are sampled. Terracon will be responsible for the supervision and site safety measures for its employees, but shall not be responsible for the supervision or health and safety precautions for any third parties, including Client employees, contractors, subcontractors, or other parties present at the site. 2.0 Scope of Services 2.1 Asbestos Services Terracon will mobilize a State of Iowa licensed asbestos inspector (or inspectors) to conduct an asbestos inspection as required by United States (US) Environmental Protection Agency (EPA) regulation 40 Code of Federal Regulations (CFR) Part 61, the asbestos National Emission Standards for Hazardous Air Pollutants (NESHAP), and applicable State and local regulations. Terracon understands that the intent of the inspection is to assist the City with Facilities 1 Environmental 1 Geotechnical 1 Materials 2 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 Proposal for Asbestos and Paint Survey Sergeant Road Trail Bridge Replacement Project I Waterloo, Iowa February 12, 2026 I Terracon Proposal No. P13267007 jrerracon communicating the presence, location, and quantity of asbestos -containing materials (ACMs) to employees, vendors, and contractors working on the bridges as described in this scope of work in order to meet the requirements of the Occupational Health and Safety Administration (OSHA) communication of hazard requirements found in 29 CFR 1926.1101. Terracon will conduct a visual assessment of the bridges and visually assess materials that may be disturbed during demolition to identify homogeneous areas (HAs) of suspect ACMs. Suspect materials will be physically assessed for friability and evidence of damage or degradation, and samples of suspect materials will be collected for laboratory analysis. Bulk sample collection will be performed in general accordance with the sampling protocols outlined in USEPA 40 CFR Part 763.86, known as the Asbestos Hazard Emergency Response Act (AHERA). To the extent reasonable, Terracon will limit sampling to discrete locations. Sample collection will result in some isolated damage to bridge materials; however, attempts will be made to limit such damage to the extent necessary for sample collection. It should be noted that some materials, such as concrete, cannot be adequately sampled without significant damage to the finishing or function of the material. Destructive material sampling will not be conducted without prior client and/or owner approval. Materials that cannot be discretely sampled will be recorded and quantified like other suspect materials and will be assumed to contain asbestos in our report. Terracon will not repair sample locations. We anticipate that up to 75 total samples may be obtained from the six bridges. Please note that the final number of samples collected will depend on the number of HAs identified and that additional sample collection may be warranted following the visual inspection activities; additional materials that are identified during Terracon's field services will be sampled accordingly. USEPA regulations require a minimum number of samples to be analyzed from each HA to properly characterize a material as ACM or non -ACM. The estimated number of samples presented takes into consideration applicable sampling requirements and includes the collection of multiple samples from each HA of suspect ACM present. Building materials identified as glass, metal, plastic, rubber, and wood are not considered suspect ACM and therefore, will not be sampled. Terracon's services do not include the sampling of sub -surface (buried) materials such as steam piping TSI or asbestos cement piping that may be present at the site. The bulk material samples collected will be sent to an analytical laboratory accredited by the National Voluntary Laboratory Accreditation Program (NVLAP) for analysis by visual estimation using polarized light microscopy with dispersion staining (PLM/DS) techniques in accordance with USEPA's Method for Determination of Asbestos in Bulk Building Materials (600/R-93/116). Terracon will request a standard turnaround time of approximately five to seven business days following receipt of the samples by the laboratory. Facilities 1 Environmental 1 Geotechnical 1 Materials 3 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 Proposal for Asbestos and Paint Survey Sergeant Road Trail Bridge Replacement Project I Waterloo, Iowa February 12, 2026 I Terracon Proposal No. P13267007 jrerracon Asbestos concentrations less than or equal to (<_) 1% are considered non -asbestos according to NESHAP. PLM analytical results less than (<) 1% up to 10% are considered to be asbestos -containing unless additional analysis is performed that proves the asbestos content is <_1%. In our experience, PLM results up to 3% may potentially be reduced to <1% through point counting. Point counting is an analytical technique used in conjunction with PLM to quantify asbestos concentrations with better accuracy and precision. Therefore, in an effort to reduce the quantities of ACMs, Terracon recommends conducting a 400-point count procedure for materials with results less than or equal to 3% asbestos by normal PLM. Terracon will contact the Client if additional analysis and sample preparation methods are recommended or warranted. Note, however, that the Occupational Safety and Health Administration (OSHA) regulates materials containing any concentration of asbestos. 2.2 Paint Sampling The USEPA regulations for lead are intended to protect both the environment and the general population from exposure to lead. By contrast, the duty of OSHA is to protect workers during construction activities that may generate elevated airborne lead concentrations. OSHA states that construction work (which includes renovation, maintenance, and demolition) carried out on lead -containing structures and materials can result in airborne lead concentrations in excess of regulatory limits. In addition, we understand this inspection has been requested to satisfy Iowa Department of Transportation (IDOT) standard specifications, which require the proper handling and disposal of paint and painted components that contain lead, cadmium, and/or chromium and are removed as part of bridge projects. Concurrently with the asbestos services, Terracon will collect paint chip samples from locations where painted surfaces are anticipated to be impacted by demolition activities. Paint samples that are collected will be submitted to an independent analytical laboratory for analysis using USEPA SW-846 Method 7400B Flame Atomic Absorption Spectrophotometry for lead and USEPA Method 7190 for chromium and USEPA Method 7000B for cadmium (or equivalent). For the purposes of this proposal, Terracon anticipates collecting up to 12 paint samples from the bridges. A standard laboratory turnaround time (approximately five to seven business days) will be requested for the sampling. Terracon will not repaint or repair the sample locations. Facilities I Environmental I Geotechnical I Materials 4 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 Proposal for Asbestos and Paint Survey Sergeant Road Trail Bridge Replacement Project I Waterloo, Iowa February 12, 2026 I Terracon Proposal No. P13267007 2.3 Technical Report Preparation jrerracon Unless otherwise requested, Terracon will prepare one PDF-formatted copy of the technical report describing the sampling methods and results of the asbestos and paint chip survey. The report will include the following: ■ Project description and scope of work. ■ Evaluation criteria and methods used. ■ Tables that document the number, description, type, and location of samples collected, and for ACM, the friability, estimated quantity of ACM, type of ACM, and the degree of damaged ACM. ■ Photographs. ■ Analytical results for samples collected and submitted for analysis. ■ Figures or drawings showing the locations of confirmed ACMs and lead, chromium, and/or cadmium. ■ Tables documenting the paint samples taken and estimated quantities of Lead/Chromium/Cadmium paint, and the approximate locations. ■ Conclusions and recommendations. Terracon will upload a copy of the report via Terracon's Client Portal application (known as Compass). Terracon Compass is a real-time/on-time project delivery tool that enables clients to quickly find and view specific data to make timely, informed decisions about their projects. Advantages of Terracon Compass include tracking project milestones, viewing project site data and findings in an interactive GIS viewer, access to uploaded development and construction plans, and access to hundreds of publicly available GIS data layers to visualize conditions at a project site. Compass also enhances Terracon and client project team collaboration, along with preliminary and final deliverable access, viewing, and download. Terracon estimates that the report will be available approximately 10 business days following receipt of the final laboratory analytical report. Reliance Terracon's report will be prepared for exclusive use and reliance by the City of Waterloo. Reliance by any other party is prohibited without the written authorization of the City and Terracon. Facilities 1 Environmental 1 Geotechnical 1 Materials 5 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 Proposal for Asbestos and Paint Survey Sergeant Road Trail Bridge Replacement Project I Waterloo, Iowa February 12, 2026 I Terracon Proposal No. P13267007 jrerracon If the City is aware of additional parties that will require reliance on the report, the names, addresses, and relationships of these parties should be provided for Terracon approval prior to authorization of the project. Terracon may grant reliance on the report to those approved parties upon receipt of a fully executed Reliance Agreement (available upon request). For a period of up to one year after the report date, the City and Terracon will consent to reliance on the report by a third party. During the one-year period, Terracon will grant reliance upon receipt of a fully executed Reliance Agreement and receipt of an additional fee per relying party. Reliance on the report by the City, and all authorized parties will be subject to the terms, conditions, and limitations stated in the Agreement for Services (and sections of this proposal incorporated herein), the Reliance Agreement, and the Report. 3.0 Limitations And Key Understandings ■ This fee is valid for 60 days from the date of this proposal; the fees are based on the assumptions, information gathered, and conditions provided at the time of this proposal. ■ Terracon staff will require safe and legal access to the structures during normal business hours. It is anticipated that access will be provided by the City during normal business hours. ■ The findings and conclusions presented in the final report will be based on the current utilization of the site, the anticipated future use of the site, and the information collected as discussed in this proposal. ■ Terracon will make reasonable efforts to locate and sample suspect ACMs and painted materials from the bridges; however, some materials may be inaccessible or hidden and not discovered until demolition activities are ready to begin. ■ Terracon's report is not intended for use as bidding documents. Consultants and contractors reviewing the report must draw their own conclusions regarding the need for further investigation, remediation, and quantities of materials noted. ■ Damage to the six bridges materials will occur. Given our understanding that the bridges will be demolished, Terracon will not apply patches to sample locations. Facilities 1 Environmental 1 Geotechnical 1 Materials 6 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 Proposal for Asbestos and Paint Survey Sergeant Road Trail Bridge Replacement Project I Waterloo, Iowa February 12, 2026 I Terracon Proposal No. P13267007 jrerracon ■ Materials that are requested by the Client not to be damaged during the initial site visit will be assumed to be asbestos -containing and documented in the report. ■ Terracon does not warrant the work of regulatory agencies, laboratories, or other third parties supplying information used in the report. Laboratory analytical fees are subject to change without prior notification. 4.0 Schedule Terracon's services can be initiated following receipt of the executed Agreement for Services. The inspection will be scheduled at a date and time mutually agreeable between Terracon and the Client. We have estimated that the field services will take one business day, and that the bridge sampling services will be completed consecutively. Our proposed costs include standard laboratory turnaround time (approximately five business days), and the final report will be provided approximately 10 business days following receipt of the final laboratory analytical report. In order to complete the project in accordance with this proposal, the following items should be provided by the City at the time of project authorization: ■ A copy of the signed Agreement for Services. ■ Safe and legal right of entry to conduct the services, including access to the bridges. ■ Notification of any restrictions or special requirements (such as confidentiality, scheduling, or on -site safety requirements) regarding accessing the site. ■ A listing of any materials that are not to be damaged as part of the services. Depending on the extent of this list, these items may need to be further defined. ■ Any known environmental or safety conditions at the site (i.e., hazardous materials processes, specialized protective equipment requirements, unsound structural members, etc.) shall also be communicated to Terracon prior to site mobilization. Facilities 1 Environmental 1 Geotechnical 1 Materials 7 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 Proposal for Asbestos and Paint Survey Sergeant Road Trail Bridge Replacement Project I Waterloo, Iowa February 12, 2026 I Terracon Proposal No. P13267007 5.0 Compensation jrerracon The Scope of Services as described in this proposal will be invoiced on a time and materials basis for an estimated cost of $4,500.00. Any requested additional services or sampling quantities greater than specified herein will be invoiced according to Terracon's current fee schedule. Terracon's invoices will be submitted to the address appearing above on approximately 30-day billing cycles. If conditions are encountered that require significant changes in the Scope of Services, the City will be contacted for discussion and approval of such changes before we proceed. Facilities 1 Environmental 1 Geotechnical 1 Materials 8 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 Proposal for Asbestos and Paint Survey Sergeant Road Trail Bridge Replacement Project I Waterloo, Iowa February 12, 2026 I Terracon Proposal No. P13267007 Sampling Authorization jrerracon Terracon Consultants, Inc. has been requested to sample the currently installed materials for determination of the presence of asbestos. The sampling and analysis are being conducted in anticipation of the planned demolition of six bridges along the Sergeant Road Trail. As part of the sampling procedures, it will be necessary for Terracon to remove coverings and finishes, and make penetrations, cuts, exploration holes, etc. in currently installed materials. All parties should be aware that several materials cannot be adequately sampled without significant damage to the finish or function of the material. Terracon will not repair sample locations. Your acknowledgment of the proposed sampling activities is required below. Bulk Sample / Damage Authorization I have read the above and authorize destructive investigation, as required, to complete a thorough inspection. I have read the above and will not authorize damage to the following materials (material descriptions and locations required): Sergeant Road Trail Bridge Replacement - Six wooden railroad tie bridges located south of Shaulis Road to north of W. 3rd. Street in Waterloo, Iowa Structure Name or Address Structure Owner Representative/Entity Printed Name of Authorized Person Signature of Authorized Person Date Facilities 1 Environmental 1 Geotechnical 1 Materials 9 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 1• L:\CONT 1091 - 63 Trail Bridge Repairs TAP \63 Trail T.A.P. Application\TRAIL LOCATIONS.dwg 2/2/2026 2:41 PM Location 6 • • Location 5 DATE: 1113/2025 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 irerracon Reference Number: P13267007 AGREEMENT FOR SERVICES This AGREEMENT is between City of Waterloo IA ("Client") and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for Client on the Sergeant Road Trail Bridge Replacement Project project ("Project"), as described in Consultant's Proposal dated 02/02/2026 ("Proposal"), including but not limited to the Project Information section, unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1. Scope of Services. The scope of Consultant's services is described in the Proposal, including but not limited to the Scope of Services section ("Services"), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services. 2 Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the Project. 3 Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4 Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Proposal, including but not limited to the Compensation section, unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Fees do not include sales tax. Client will pay applicable sales tax as required by law. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection -related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. 5. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties other than those who have executed Consultant's reliance agreement, subject to the prior approval of Consultant and Client. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $50,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. PRIOR TO ACCEPTANCE OF THIS AGREEMENT AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION IN THE FORM OF A SURCHARGE TO BE ADDED TO THE AMOUNT STATED IN THE COMPENSATION SECTION OF THE PROPOSAL. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE, CAUSE(S), OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7 Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's Services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant's substantial completion of Services on the project. 8. Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. EXCEPT FOR THE STANDARD OF CARE PREVIOUSLY STATED, CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers' compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (ii) commercial general liability insurance ($2,000,000 occ / $4,000,000 agg); (iii) automobile liability insurance ($2,000,000 B.I. and P.D. combined single limit); (iv) umbrella liability ($5,000,000 occ / agg); and (v) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. Page 1 of 2 Rev. 11-22 Docusign Envelope ID: 2BA02A85-E195-4590-93B8-E23065DB8755 i rr c Reference Number: P13267007 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Iowa law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client shall cause all tests and inspections of the site, materials, and Services performed by Consultant to be timely and properly scheduled in order for the Services to be performed in accordance with the plans, specifications, contract documents, and Consultant's recommendations. No claims for loss or damage or injury shall be brought against Consultant by Client or any third party unless all tests and inspections have been so performed and Consultant's recommendations have been followed. Unless otherwise stated in the Proposal, Client assumes sole responsibility for determining whether the quantity and the nature of Services ordered by Client is adequate and sufficient for Client's intended purpose. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule Consultant's Services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. The extension of unit prices with quantities to establish a total estimated cost does not guarantee a maximum cost to complete the Services. The quantities, when given, are estimates based on contract documents and schedules made available at the time of the Proposal. Since schedule, performance, production, and charges are directed and/or controlled by others, any quantity extensions must be considered as estimated and not a guarantee of maximum cost. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of the testing procedures (unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Materials unless specifically provided in the Services, and that Client is responsible for directing such disposition. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible for any claims, losses, or damages allegedly arising out of Consultant's performance of Services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Unless otherwise stated in the Proposal, Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans furnished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any third parties, including Client's contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time Consultant believes it is in the best interests of Consultant's employees or subcontractors to do so in order to reduce the risk of exposure to unsafe site conditions. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant's pre -task planning and risk assessment processes. Consultant: Terracon Consultants, Inc. By: ,jSaodxr Date: 2/12/2026 Name/Title: James R. Baxter / Senior Industrial Hygienist Address: 3105 Capital Way, Ste 5 Cedar Falls, IA 50613-7030 Phone: (319) 277-4016 Fax: Email: James.Baxter@terracon.com Client: s. Clrt yof Waterloo IA By: PAAM., f et,SUA, Name/T VAtiVAKftegflY Address: Phone: Email: Date:03/02/2026 Dave Boesen, Mayor 715 Mulberry St Waterloo, IA 50703-5714 (319) 291-4312 Fax: Oumie.Ceesay@waterloo-ia.org Page 2 of 2 Rev. 11-22