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HomeMy WebLinkAboutEocene_Phase_I_ESA_100_East_5th_Street_10.19.26PROFESSIONAL SERVICES AGREEMENT (PSA) 09-24 PAGE 1 OF 4 Project: Phase I Environmental Site Assessment Property: 100 East 5th Street, Waterloo, IA Client: City of Waterloo Contact: Noel Anderson, Community Planning and Development Director Address: 715 Mulberry Street City/State/Zip: Waterloo, IA 50703 Phone: (319) 291-4366 Email: noel.anderson@waterloo-ia.org AGREEMENT made this 23rd day of September 2026, by and between the service provider, Eocene Environmental Group, Inc. (Eocene) and the City of Waterloo (Client). WHEREAS the client intends to engage the services of Eocene to: complete a Phase I Environmental Site Assessment (ESA) of the site described below in Section 1 (the “Subject 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 will complete the Phase I ESA report in accordance with ASTM E1527-21, the Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (the “ASTM E1527-21 Standard Practice”) for the Subject Property defined below: Street Address(es): 100 East 5th Street, Waterloo, IA 50703 Parcel ID(s): Black Hawk County Parcel: 891325105019 Size / Area: 1.77 acres 2. Scope of Services This project scope includes preparing a Phase I ESA report in general accordance with the ASTM E1527-21 Standard Practice for the purpose of identifying recognized environmental conditions (RECs) in connection with the Subject Property, at least to the extent feasible pursuant to the processes described in the referenced practice. An Environmental Professional, as defined by 40 CFR §312.10(b), will oversee and/or conduct all elements of this Project Docusign Envelope ID: FF4E8A21-7F74-8B4F-835E-D7F4B551F9DB 09-24 PAGE 2 OF 4 scope and provide opinions in the Phase I ESA report. The Project scope also includes documenting the results of an inquiry per United State Environmental Protection Agency’s All Appropriate Inquiries Rule, or AAI (as promulgated by 40 CFR §312). In conducting this Project scope, Eocene will utilize the Phase I ESA elements and methods outlined in Sections 7 through 12 of the ASTM E1527-21 Standard Practice. This includes the following components: I. The Records Review will include obtaining and reviewing records that will help identify RECs in connection with the Subject Property. II. The Reconnaissance will include a visit to the Subject Property to collect information and make observations to help identify RECs. III. Interviews with Past and Present Owners, Operators, and Occupants will obtain information about current and past features, uses, activities, and conditions at the Subject Property in support of identifying RECs. IV. Interviews with State and/or Local Government Officials will obtain commonly known information or records about the environmental condition of the Subject Property or surrounding area. V. The Evaluation and Report Preparation will report the findings and conclusions of the Phase I ESA, supported by the Environmental Professional’s opinions and appropriate documentation to support the findings. 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 both unrestricted access to the Subject Property for Eocene to perform the reconnaissance and a knowledgeable representative who will be available to provide access to any structure interiors and answer questions relating to the use of the Subject Property and its operations; II. Provide contact information for the Subject Property’s owner and occupants, as well as any former owners, operators, or occupants that are reasonably known to the Client; and III. Provide copies of any previously environmental assessments or other reports or commonly known information that may be pertinent to the environmental condition of the Subject Property. 5. Schedule The Project will commence immediately upon receipt of the executed Professional Services Agreement (PSA) from the Client. Eocene anticipates being able to prepare the Phase I ESA report within three (3) to four (4) weeks of receiving the signed PSA. 6. Project Cost, Payment and Termination The Client shall pay Eocene the lump sum cost as specified below 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 fee to streamline the accounting process and reduce overhead costs. Tasks Cost Phase I Environmental Site Assessment $4,100.00 Total $4,100.00 Docusign Envelope ID: FF4E8A21-7F74-8B4F-835E-D7F4B551F9DB 09-24 PAGE 3 OF 4 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. 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. Docusign Envelope ID: FF4E8A21-7F74-8B4F-835E-D7F4B551F9DB 09-24 PAGE 4 OF 4 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 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. *NOTE FOR PHASE I ESA PROJECTS: For the Client (or User of the Phase I ESA report, if different) to qualify for innocent landowner, contiguous property owner, or bona fide prospective purchaser limitations on CERCLA liability (i.e., the landowner liability protections, or LLPs), the Client must also return a completed User Questionnaire prior to the final report (see Attachment 1 of this Professional Services Agreement). CITY OF WATERLOO Accepted by: Printed/Typed Name: Title: Date: EOCENE ENVIRONMENTAL GROUP, INC. Accepted by: Printed/Typed Name: Dan Keltner Title: Senior Project Manager Date: Docusign Envelope ID: FF4E8A21-7F74-8B4F-835E-D7F4B551F9DB Mayor David Boesen 10/19/2026 ASTM E1527-21 User Questionnaire PAGE 1 OF 3 ATTACHMENT 1 Phase I Environmental Site Assessment User Questionnaire (modeled from Appendix X.3 of the ASTM E1527-21 Standard Practice) A. Purpose: To qualify for one of the Landowner Liability Protections (LLPs) offered by the Small Business Liability Relief and Brownfields Revitalization Act of 2001 (the “Brownfields Amendments”), the User must conduct the following inquiries (Section C, below) required by 40 C.F.R. §§312.25, 312.28, 312.29, 312.30, and 312.31. These inquiries must also be conducted by EPA Brownfield Assessment and Characterization grantees. The User should provide to the environmental professional the following information for the property subject to the Phase I ESA (the “Property”). Failure to conduct these inquiries could result in determination that “all appropriate inquiries” is not complete. B. User and Subject Property Information: 1. Name / Organization of User__________________________________________________________ 2. Date User Questionnaire was completed ________________________________________________ 3. Subject Property Address(es)_________________________________________________________ (please provide Subject Property map or other records, if necessary, to identify all parcels and boundaries) C. Results of Subject Property Inquiries: This section is to be completed by the User of the Phase I Environmental Site Assessment (ESA) report. Please include any lengthy responses on a separate sheet and refer to the number or letter of the item from this page. 1. Environmental liens that are filed or recorded against the Subject Property (40 CFR §312.25). Did a search of land title records (or judicial records* where appropriate) identify any environmental liens filed or recorded against the Subject Property under federal, tribal, state, or local law? 2. Activity and use limitations that are in place on the Subject Property or that have been filed or recorded against the Subject Property (40 CFR §312.25). Did a search of land title records (or judicial records* where appropriate) identify any activity and land use limitations (AULs), such as engineering controls, land use restrictions, or institutional controls that are in place at the Subject Property and/or have been filed or recorded against the Subject Property under federal, tribal, state, or local law? *In certain jurisdictions, federal, tribal, state, or local statutes, or regulations specify that environmental liens and AULs be filed in judicial records rather than in land title records. In such cases judicial records shall be searched for environmental liens and AULs. Docusign Envelope ID: FF4E8A21-7F74-8B4F-835E-D7F4B551F9DB ASTM E1527-21 User Questionnaire PAGE 2 OF 3 3. Specialized knowledge or experience of the person seeking to qualify for the LLP (40 CFR §312.28). Do you have any specialized knowledge or experience related to the Subject Property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the Subject Property or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by this type of business? 4. Relationship of the purchase price to the fair market value of the Subject Property if it were not contaminated 40 CFR §312.29). Does the purchase price being paid reasonably reflect the fair market value of the Subject Property? If you conclude that there is a difference, have you considered whether the lower purchase price is because contamination is known or believed to be present at the Subject Property? 5. Commonly known or reasonably ascertainable information about the Subject Property (40 CFR §312.30). Are you aware of commonly known or reasonably ascertainable information about the Subject Property that would help the environmental professional to identify conditions indicative of releases or threatened releases? For example (summarize details, if known): (a.) Do you know the past uses of the Subject Property? (b.) Do you know of specific chemicals that are present or once were present at the Subject Property? (c.) Do you know of spills or other chemical releases that have taken place at the Subject Property? (d.) Do you know of any environmental cleanups that have taken place at the Subject Property? Docusign Envelope ID: FF4E8A21-7F74-8B4F-835E-D7F4B551F9DB ASTM E1527-21 User Questionnaire PAGE 3 OF 3 6. The degree of obviousness of the presence or likely presence of contamination at the Subject Property, and the ability to detect the contamination by appropriate investigation [40 CFR §312.31). Based on your knowledge and experience related to the Subject Property, are there any obvious indicators that point to the presence or likely presence of releases at the Subject Property? D. Additional Information to Support the Phase I ESA: This information is intended to assist the environmental professional in competing the Phase I ESA report, but it is not necessarily required to qualify for one of the LLPs as part of “all appropriate inquiries.” 1. State the reason(s) the User is performing this Phase I ESA. 2. Describe the current use and occupancy of the Subject Property subject to this Phase I ESA. 3. Summarize any other knowledge or experience with the Subject Property that may be pertinent to the environmental condition of the Subject Property or useful to the environmental professional completing the Phase I ESA report. This could include prior environmental assessment reports, compliance reports, or other documents or correspondence. Provide copies of reports or correspondence, where possible. Docusign Envelope ID: FF4E8A21-7F74-8B4F-835E-D7F4B551F9DB