HomeMy WebLinkAbout1997-R-07 - ENVIRONMENTAL COLLECTION CENTER INTERLOCAL AGREEMENTCITY SECRETARY
CONTRACT NO. 6,7100
STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS
COUNTY OF TARRANT §
INTERLOCAL AGREEMENT FOR PARTICIPATION IN FORT WORTH'S
ENVIRONMENTAL COLLECTION CENTER
HOUSEHOLD HAZARDOUS WASTE PROGRAM
THIS AGREEMENT is entered into by and between the City of Fort Worth, Texas, a home -rule
municipal corporation situated in Tarrant County, Texas, hereinafter called "Fort Worth," acting
herein by and through Charles Boswell, its duly authorized Assistant City Manager, and the City of
Stephenville, Texas, a home -rule municipality situated in Erath County, Texas, hereinafter called
"Participating City," acting herein by and through John Pollan, its duly authorized mayor.
W I T N E S S E T H
WHEREAS, Texas Government Code, Chapter 791, authorizes the formulation of interlocal
cooperation agreements between and among municipalities; and
WHEREAS, Texas Government Code, §791.011 provides that a local government may contract
with another to perform governmental functions and services, and §791.003(3)(H) defines waste
disposal as a governmental function and service; and
WHEREAS, Texas Government Code, §791.025 provides that a local government may agree with
another local government to purchase services; and
WHEREAS, Fort Worth and Participating City desire to enter into an interlocal agreement whereby
Fort Worth will purchase the services of a waste disposal/recycling firm or firms and will administer
a household hazardous waste collection program; and
WHEREAS, Fort Worth and Participating City mutually desire to be subject to the provisions of
Texas Government Code, Chapter 791, also known as the Interlocal Cooperation Act;
NOW THEREFORE, it is agreed as follows:
1.
DEFINITIONS
A. Unless a provision in this Agreement explicitly states otherwise, the following terms and
phrases, as used in this Agreement, shall have the meanings hereinafter designated.
Act of God means an act occasioned by the direct, immediate, and exclusive operation of
the forces of nature, uncontrolled or uninfluenced by the power of man and without human
intervention.
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City of Stephenville � 0 0 7 � �
Environmental Collection Center means the City of Fort Worth Department of
Environmental Management facility located at 6400 Bridge Street, Fort Worth, Texas,
which is to be used by Fort Worth for the aggregation of household hazardous wastes
that have been brought to the facility by participating cities' households for subsequent
recycling, disposal, and/or reuse.
Environmental damages means all claims, judgments, damages, losses, penalties, fines,
liabilities (including strict liability), encumbrances, liens, costs, and expenses of
investigation and defense of any claim, whether or not such claim is ultimately defeated,
and of any good faith settlement or judgment, of whatever kind or nature, contingent or
otherwise, matured or unmatured, foreseeable or unforeseeable, including without
limitation reasonable attorney's fees and disbursements and consultant's fees, any of
which are incurred subsequent to the execution of this Agreement as a result of the
handling, collection, transportation, storage, disposal, treatment, recovery, and/or reuse of
waste pursuant to this Agreement, or the existence of a violation of environmental
requirements pertaining to same, and including without limitation:
(a) Damages for personal injury and death, or injury to property or natural resources;
(b) Fees incurred for the services of attorneys, consultants, contractors, experts,
laboratories and all other costs incurred in connection with the investigation or
remediation of such wastes or violation of environmental requirements including,
but not limited to, the preparation of any feasibility studies or reports or the
performance of any cleanup, remediation, removal, response, abatement,
containment, closure, restoration or monitoring work required by any federal, state
or local governmental agency or political subdivision, or otherwise expended in
connection with the existence of such wastes or violations of environmental
requirements, and including without limitation any attorney's fees, costs and
expenses incurred in enforcing this Agreement or collecting any sums due
hereunder; and
(c) Liability to any third person or governmental agency to indemnify such person or
agency for costs expended in connection with the items referenced in
subparagraph (b) herein.
Environmental requirements means all applicable present and future statutes, regulations,
rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations,
concessions, franchises, and similar items, of all governmental agencies, departments,
commissions, boards, bureaus, or instrumentalities of the United States, states, and
political subdivisions thereof and all applicable judicial, administrative, and regulatory
decrees, judgments, and orders relating to the protection of human health or the
environment, including without limitation:
(a) All requirements, including but not limited to those pertaining to reporting, licensing,
permitting, investigation, and remediation of emissions, discharges, releases, or
threatened releases of hazardous materials, pollutants, contaminants, or
hazardous or toxic substances, materials, or wastes whether solid, liquid, or
gaseous in nature, into the air, surface water, groundwater, storm water, or land, or
ECC Interlocal Agreement Pa e 2
City of Stephenville � � 570%,
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of pollutants, contaminants, or hazardous or toxic
substances, materials, or wastes, whether solid, liquid, or gaseous in nature; and
(b) All requirements pertaining to the protection of the health and safety of employees
or the public.
Force majeure means decrees of or restraints by a governmental instrumentality, acts of
God, work stoppages due to labor disputes or strikes, failure of Fort Worth's contractor(s)
to perform pursuant to their agreements with Fort Worth for the conduct of the collection of
household hazardous waste, fires, explosions, -epidemics, riots, war, rebellion, and
sabotage.
Household hazardous waste means any solid waste generated in a household by a
consumer which, except for the exclusion provided for in 40 CFR § 261.4(b)(1), would
be classified as a hazardous waste under 40 CFR Part 261.
Manifest means the uniform hazardous waste manifest form(s) furnished by the TNRCC
to accompany shipments of municipal hazardous waste or Class 1 industrial solid waste
for waste transported to a site in Texas, or the comparable manifest of the receiving
state if the waste is transported out of Texas.
Participating cities, when used in the plural, means Fort Worth, Participating City, and all
other cities which have .entered into interlocal Agreements with Fort Worth for the ECC
household hazardous waste collection program.
Person means an individual, corporation, organization, government, or governmental
subdivision or agency, business trust, partnership, association, or any other legal entity.
Waste has the same meaning as "solid waste" as that term is defined in Texas Health and
Safety Code §361.003, and including hazardous substances.
B. Unless a provision in this Agreement explicitly states otherwise, the following.
abbreviations, as used in this Agreement, shall have the meanings hereinafter designated.
CERCLA - Comprehensive Environmental Response, Compensation, and Liability Act.
CPR - cardiopulmonary resuscitation.
DOT - United States Department of Transportation.
ECC - Environmental Collection Center.
EPA - United States Environmental Protection Agency.
HAZCAT - hazardous categorization.
HAZWOPER - hazardous waste operations and emergency response.
ECC Interlocal Agreement Page 3
City of Stephenville 00070
�
HM - hazardous materials.
H HW - household hazardous waste.
2.
PURPOSE
The purpose of this Interiocal Agreement (hereafter "Agreement") is the provision of services by
Fort Worth to Participating City whereby, subject to the terms and conditions specified below, Fort
Worth will administer and supervise a regional household hazardous waste collection program,
which will be available to households within Participating City.
3.
TERM
This Agreement shall be effective from November 1, 1997, through September 30, 1998, and may
be extended for two one-year terms by Agreement of all parties.
4.
SERVICES OF FORT WORTH
Fort Worth agrees to perform the following services for Participating City in connection with the
ECC household hazardous waste collection program:
A. Fort Worth will administer a regional household hazardous waste collection program. This
program will include the operation of the Environmental Collection Center, which will
accept for disposal and/or recycling household hazardous waste from households located
within Participating City. Fort Worth shall not accept compressed flammable gas
containers; radioactive materials; explosives or potentially shock sensitive materials;
biological, etiologic, and infectious materials; wastes from businesses; and any other
wastes that Fort Worth has determined are unacceptable.
B. Fort Worth will employ personnel, perform administrative activities, and provide
administrative services necessary to perform this Agreement.
C. Fora Worth will enter into a contract(s) with a waste disposal/recycling firm or firms for
the handling, collection, transportation, storage, disposal, treatment, recovery, and/or
reuse of household hazardous waste, which is collected at the ECC. Such firm(s) shall
be required pursuant to the contract(s) to assume generator status for the waste
collected, (excluding used oil, lead -acid batteries and anti -freeze) to choose a disposal
site for the waste subject to Fort Worth's approval, and to indemnify Fort Worth and
participating cities against any and all environmental damages and the violation of any
and all environmental requirements resulting from the handling, collection,
transportation, storage, disposal, treatment, recovery, and/or recycling of waste
collected pursuant to this agreement, when said environmental damages or the violation
of said environmental requirements was the result of any act or omission of contractor,
its officers, agents, employees, or subcontractors, or the joint act or omission of
ECC Interlocal Agreement P��
City of Stephenville •
contractor, its officers, agents, employees, or subcontractors and any other person or
entity. THE PARTIES RECOGNIZE THAT ALTHOUGH THE FIRM(S) WILL BE
REQUIRED TO ASSUME GENERATOR STATUS, THIS ASSUMPTION WILL NOT
RELIEVE PARTICIPATING CITIES OF LIABILITY OR THE WASTE UNDER
FEDERAL LAW AND STATE LAW. Fort Worth will arrange for recycling vendors for
used oil, batteries and anti -freeze.
D. Fort Worth will, if requested by Participating City, provide Participating City with copies of
waste manifests for shipments of waste from the ECC.
E. Fort Worth will meet with all participating cities in May of 1998 to provide an accounting of
actual costs of the ECC household hazardous waste program, in order to begin
negotiations for Agreements for fiscal year 1998-1999.
F. Fort Worth will act under this Agreement in accordance with all applicable state and
federal laws.
5.
DUTIES OF PARTICIPATING CITY
Participating City agrees to perform the following duties in connection with the household
hazardous waste collection program:
A. Participating City will designate one of its employees, and another as an alternate, to act
as its household hazardous waste collection coordinator to interact with Fort Worth.
B. Participating City will coordinate and fund all program advertising targeted to its own
citizens, as it deems necessary. Such advertising shall include the type of wastes that will
be accepted at the ECC and the requirement of proof of residency. Participating City may
choose to utilize a voucher system for its residents in order for them to bring HHW to the
ECC. If Participating City chooses to use such a system, it shall notify Fort Worth of
same.
C. Participating City will advise its citizens when it has reached the maximum number of
households allocated under this Agreement for participation in the program, and inform
them that they can no longer use the service.
6.
RIGHT OF REFUSAL OF WASTE
Participating City agrees that Fort Worth shall have the right to refuse to accept waste at the ECC
from a resident of Participating City and to eject such individual from the premises of the ECC if in
the reasonable judgment of Fort Worth:
A. The waste is not household hazardous waste;
B. The waste fails to meet other established criteria established by this Agreement, or that
have been established by Fort Worth subsequent to the execution of the Agreement;
ECC Interlocal Agreement
City of Stephenville �
C. The individual does not have sufficient identification to establish that he/she is in fact a
resident of Participating City;
D. Participating City has implemented a voucher system for its residents to dispose of waste,
and the individual does not have a valid voucher; or
E. The waste or the individual presents a hazard to the ECC or to persons or property at the
ECC.
7.
COMPENSATION
A. Participating City agrees to pay Fort Worth the sum of $75.00 per household for ten
households, for a total not to exceed amount of $750.00, as compensation for its
participation in the program. This is an amount that fairly compensates Fort Worth for its
services under this Agreement. The total not to exceed amount shall be paid to Fort
Worth in four equal installments from funds currently available to Participating City. The
quarterly installments shall be due no later than ten (10) days following receipt by
Participating City of an invoice from Fort Worth. Fort Worth will bill Participating City on
November 15, 1997, January 15, 1998, April 15, 1998, and July 15, 1998.
B. The invoices will include the number of Participating City's households that contributed
HHW to the program during the quarter, the total amount to -date charged against
Participating City's account, and the amount remaining in Participating City's account.
C. Fort Worth will notify Participating City when at least 75% of the not to exceed amount of
this Agreement has been spent, and will cut off Participating City's residents from using
the ECC when Participating City's allocated funds have been exhausted.
D. At the end of the term of the Agreement, Fort Worth shall provide a final accounting to
Participating City, which will include the total number of Participating City's households
which participated in the program, the total cost of spill response charged to Participating
City, and the amount of any balance remaining in the account. If a balance remains in the
account, Participating City will have the option of receiving a refund or rolling the funds
over into the next year's account. Fort Worth shall pay no interest to Participating City on
the funds in its account.
8.
IMMUNITY
It is expressly understood and agreed that, in the execution of this Agreement, none of the
participating cities waives, nor shall be hereby deemed to waive, any immunity or defense that
would otherwise be available to it against claims arising in the exercise of governmental powers
and functions, and that the services described in this Agreement are a governmental function.
9.
FORCE MAJEURE
A delay or failure of Fort Worth to perform services pursuant to this Agreement shall be excused
to the extent that the delay or failure to perform resulted from a force majeure event, and the
ECC Interlocal Agreement Page 6
City of Stephenville 00070
delay or failure was beyond the control of Fort Worth and not due to its fault or negligence.
Participating City shall not have, and hereby waives, any claim whatever for any damages
resulting from delays or failure to perform caused by a force majeure event.
10.
TERMINATION
The parties shall each have the right to terminate the Agreement for any reason, with or without
cause, upon thirty (30) days' written notice to the other party.
11.
NOTICE
Any notices required to be given under this Agreement shall be delivered as follows:
If to Fort Worth:
Dr. Edward Sierra, Director
Department of Environmental Management
1000 Throckmorton
Fort Worth, Texas 76102
If to Participating City:
Danny R. Johnson
Director of Utilities
298 West Washington
Stephenville, Texas 76401
12.
ENTIRETY
This Agreement contains all commitments and Agreements of the parties hereto, and no other
oral or written commitments shall have any force or effect if not contained herein.
13.
SEVERABILITY
In the event any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Agreement shall be construed
as if such invalid, illegal, or unenforceable provisions had never been contained herein.
14.
VENUE
Should any action, real or asserted, at law or in equity, arise out of the terms and conditions of this
Agreement, venue for said action shall be in Tarrant County, Texas.
ECC Interlocal Agreement
City of Stephenville 00
15.
AUTHORITY
This Agreement is made for Fort Worth and Participating City as an Interlocal Agreement,
pursuant to Texas Government Code, Chapter 791.
16.
AUTHORIZATION
The undersigned officers and/or agents of the parties hereto are properly authorized officials and
have the necessary authority to execute this Agreement on behalf of the parties hereto, and each
party hereby certifies to the other that any necessary resolutions extending such authority have
been duly passed and are now in full force and effect.
EXECUTED IN TRIPLICATE in Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH
By:
Charles Boswell
Assistant City�VIanager
Date: 1 Z / 2?sl9'1
APPROVED AS TO FORM
ADJQ LEG6EL-tWA
IR A I A rd
1%01= VVI
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/K.ToNt.I�KI
Assistan C'� Attorney
ATTEST:
Alice Church
City Secretary
Seal:
ECC Interlocal Agreement
City of Stephenville
PARTICIPATING CITY
ifr
Date: 15, tW7
APPROVED AS TO FORM
AND LEGALITY:
City Attorney Contract Authorization
ATTEST: � a
Date
OF Sl
6y.
Cindy Strtary
d '•,.
City Sec a
Seal: 7
Page 8
September 26, 1997
Mr. Danny R. Johnson �
Director of Utilities
City of Stephenville
298 W. Washington
Stephenville, TX 76401-4257
RE: Letter of Agreement for Supplemental Surface Water Supply Study
Dear Mr. Johnson:
HDR Engineering, Inc. (HDR), in association with LBG-Guyton (LBG), is pleased to present
this proposed letter agreement to perform consulting services for the City of Stephenville (City).
Our firms have a history of working together on water resources projects throughout Texas. For
this project, HDR will be the prime consultant with LBG being a subconsultant to HDR.
Services to be provided by HDR and LBG are described in the attached "Work Plan for
Supplemental Surface Water Study for the City of Stephenville". The principal objective of this
study is to evaluate the potential for developing a surface water supply to supplement the present
groundwater supplies of the City of Stephenville. Services will be performed in accordance with
the attached, "Terms and Conditions of Engineering Services".
For performing the services described in the attached work plan, HDR will be paid an amount
not to exceed $93,000. HDR will invoice the City on a monthly basis with compensation for the
work performed based on the percentage of the work completed to date for each task. The not to
exceed amount includes all expenses associated with the study as well as the cost of LBG's
services. The monthly invoice will include a description of the work performed by task. If
additional work is determined to be required during the course of the study, then a written
contract amendment will be prepared and the additional work undertaken only after being
authorized in writing by the City.
If this agreement is acceptable, please sign both copies, return one to this office, and retain one
for your records. We look forward to a successful project.
Sincerely,
HDR Engineering, Inc.
/ X� 2
Kenneth L. Choffel, P.E.
Senior Vice President
HDR Engineering, Inc. 2211 South IH 35 Telephone Engineering
Suite 300 512 912-5100 Construction Services
Forum Park Fax ,
Austin, Texas 512 442-5069 k^
„. ... g
78741
Mr. Danny Johnson
City of Stephenville
September 26, 1997
Page Two
APPROVED:
City of Stephenville
By:
Dated: /0 - mil - q 7
SUBMITTED:
HDR Engineering, Inc.
By:
4Jas. (Ken) Haney E.
Executive Vice Presid nt
Attest:A�
Kenneth L. Choffel, P.E.
Senior Vice President
Dated: ! ZG/*) -7
KLC/sxc
Attached: Terms and Conditions of Engineering Services
Work Plan
Schedule
MAChoffe1\0925stpn.doc 0007 11
HDR Engineering, Inc.
Terms and Conditions of Engineering Services
. STANDARD OF PERFORMANCE
All of ENGINEER'S services under this Agreement will be
performed in a reasonable and pnrderrt manner in
accordance with generally accepted engineering practice.
2. INSURANCE
ENGINEER agrees to purchase, at its own expense,
Workers' Compensation, Employer's Liability, Automobile
and Commercial General Liability insurance and will, upon
request, furnish insurance certificates to OWNER.
ENGINEER agrees to indemnify OWNER for the claims
covered by ENGINEER's insurance subject to the limitation
of liability contained in Section 17. If requested by OWNER,
ENGINEER will purchase additional types of insurance,
provided the costs of the additional insurance are
reimbursed by OWNER and the insurance is reasonably
available from carriers acceptable to ENGINEER.
3. OPINIONS OF PROBABLE COST
(COST ESTIMATES) - -
Any opinions of probable Project cost or probable
construction cost provided by ENGINEER are made on the
basis of ENGINEER's experience and qualifications, and
represents its judgment as an experienced and qualified
professional engineer. However, since ENGINEER has no
control over the cost of labor, materials, equipment or
services furnished by others; or over the contractor(sI
methods of determining prices; or over competitive bidding
or market conditions, ENGINEER does not guarantee that
proposals, bids or actual Project or construction cost will
not vary from opinions of probable cost ENGINEER
prepares.
4. CONSTRUCTION PROCEDURES
ENGINEER's observation or monitoring portions of the work
performed under construction contracts shall not relieve the
contractor from its responsibility for performing work in
accordance with applicable contract documents.
Accordingly, ENGINEER shall not control or have charge of,
and shall not be responsible for, construction means,
methods, techniques, sequences, procedures of
construction, health or safety programs or precautions
connected with the work. Further, ENGINEER shall not be
responsible for the acts or omissions of the contractor or
other parties on the Project.
s. CONTROLLING LAW
This Agreement is to be governed by the law of the state
where ENGINEER's services are performed.
6. OWNER -PROVIDED SERVICES AND INFORMATION
OWNER will provide all criteria and information pertaining
to OWNER's requirements for the Project, including design
objectives and constraints, space, capacity and
performance requirements, flexibility and expandability, and
any budgetary limitations. OWNER will also provide copies
of any OWNER -furnished Standard Details, Standard
Specifications, or Standard Bidding Documents which are
to be incorporated into the Project.
OWNER will furnish the services of soils/geotechnical
engineers or other consultants that include reports and
appropriate professional recommendations when such
services are deemed necessary by ENGINEER.
The OWNER agrees to bear full responsibility for the
technical accuracy and content of OWNER -furnished
documents and services.
The OWNER or OWNER's representative will examine all
studies, reports, sketches, drawings, specifications,
proposals and other documents prepared by ENGINEER,
obtain the advice of an attorney, insurance counselor and
other consultants as OWNER deems appropriate for such
examination, and render to ENGINEER, in writing, decisions
pertaining thereto within a reasonable time so as not to
delay the services of ENGINEER.
7. SUCCESSORS AND ASSIGNS
OWNER and ENGINEER, respectively, bind themselves,
their _ partners, successors, assigns, and legal
representatives to the covenants of this Agreement. Neither
OWNER nor ENGINEER will assign, sublet, or transfer any
Interest in this Agreement without the written consent of the
other.
8. RE -USE OF DOCUMENTS
All documents, including all reports, drawings,
specifications, computer software or other items prepared
or furnished by ENGINEER pursuant to this Agreement, are
instruments of service with respect to the Project.
ENGINEER retains ownership of all such documents.
OWNER may retain copies of the documents for its
Information and reference in connection with the Project;
however, none of the documents are intended or
represented to be suitable for reuse by OWNER or others
on extensions of the Project for which they were specifically
prepared or on any other project. Any reuse without written
verification or adaptation by ENGINEER for the specific
purpose intended will be at OWNER's sole risk and without
liability or legal exposure to ENGINEER, and OWNER will
defend, indemnify and hold harmless ENGINEER from all
claims, damages, losses and expenses, including attome)'s
fees, arising or resulting therefrom. Any such verification or
adaptation will entitle ENGINEER to further compensation
at rates to be agreed upon by OWNER and ENGINEER.
9. TERMINATION OF AGREEMENT
OWNER or ENGINEER may terminate the Agreement, in
whole or in part, by giving seven (7) days written notice, if
the other party substantially fails to fulfill its obligations
under the Agreement through no fault of the terminating
party. Where the method of payment is "lump sum," or
cost reimbursement, the final invoice will include all
services and expenses associated with the Project up to the
effective date of termination. An equitabl shall
also be made to provide for termination settlement costs
ENGINEER incurs as a result of commitments that had
become firm before termination, and for a reasonable profit
for services performed.
. SEVERABILITY
If any provision of this agreement Is held invalid or
unenforceable, the remaining provisions shall be valid and
binding upon the parties. One or more waivers by either
party of any. provision, term or condition shall not be
construed by the other party as a waiver of any
subsequent breach of the same provision, term or
condition. r
11. INVOICES
ENGINEER will submit monthly invoices for services
rendered and OWNER will make prompt payments in
response to ENGINEER'S invoices.
ENGINEER will retain receipts for reimbursable expenses
in general accordance with Internal Revenue Service rules
pertaining to the support of expenditures for income tax
purposes. Receipts will be available for inspection by
OWNER's auditors upon request.
if OWNER disputes any items in ENGINEER's invoice for
any reason, including the lack of supporting
documentation, OWNER may temporarily delete the
disputed item and pay the remaining amount of the
Invoice. OWNER will promptly notify ENGINEER of the
dispute and request clarification and/or remedial action.
Aftw any dispute has been settled, ENGINEER will include
the disputed :item on a subsequent, regularly scheduled
invoice, or ort a special invoice for the disputed item only.
OWNER recognizes that late payment of invoices results in
extra expenses for ENGINEER. ENGINEER retains the
right to assess OWNER interest at the rate of one percent
(1 %) per month, but not to exceed the maximum rate
allowed by law, on invoices which are not paid within forty-
five - (45) days from the date of the invoice. in the event
undisputed portions of ENGINEER's invoices are not paid
when due, ENGINEER also reserves the right, after seven
(7) days prior written notice, to suspend the performance
of its services under this Agreement until all past due
amounts have been paid in full.
12. CHANGES +
The parties agree that no change or modification to this
Agreement, or any attachments hereto, shall have any
force or effect unless the change is reduced to writing,
dated, and made part of this Agreement. The execution of
the change shall be authorized and signed in the same
manner as this Agreement. Adjustments in the period of
services and in compensation shall be in accordance with
applicable paragraphs and sections of this Agreement.
13. CONTROLLING AGREEMENT
These Terms and Conditions shall take precedence over
any inconsistent or contradictory provisions contained in
any proposal, contract, purchase order, requisition, notice -
to -proceed, or like document
14. EQUAL EMPLOYMENT AND NONDISCRIMINATION
in connection with the services under this Agreement,
ENGINEER agrees to comply with the applicable
provisions of federal and state Equal Employment
Opportunity, and other employment, statutes and
regulations.
15. HAZARDOUS SUBSTANCE INDEMNIFICATION
ENGINEER hereby states, and OWNER acknowledges, that
neither ENGINEER nor ENGINEER's consultants have any
professional liability (i.e., errors and omissions) insurance
or other insurance that covers asbestos or pollution claims,
that is, insurance for claims or claims expenses arising out
of the performance of or failure to perform professional
services, including, but not limited, to the preparation of
reports, designs, drawings and specifications, related to
the investigation, detection, abatement, replacement or
removal of parts, materials or processes containing
asbestos, or relating to the actual, alleged or threatened
discharge, dispersal, release - or escape of pollutants
(defined herein as any solid, liquid, gaseous or thermal
irritant or contaminant, including smoke, vapor, soot,
fumes, acids, alkalis, chemicals and waste), nor are
ENGINEER or ENGINEER's consultants reasonably able to
obtain such coverage. Accordingly, to the full extent
permitted by law, OWNER shall defend, indemnify and
hold harmless ENGINEER, its officers, employees, agents
and subconsultants from and against all claims, damages,
including consequential damages, losses, liabilities,
expenses and costs, including but not limited to attorney's
fees- and court costs, arising out of or resulting from the
ENGINEER's performance of its services under this
Agreement which: (i) in any way relate to the ownership or
operation of the property or facility, (ii) in any way relate to
the creation, discharge, dispersal, transport, release or
escape of pollutants or asbestos, or (iii) arise out of, or
result from, conditions existing at the project site.
16. EXECUTION
This Agreement, Including the exhibits and schedules
made part hereof, constitute the entire Agreement between
ENGINEER and OWNER, supersedes and controls over all
prior written or oral understandings. This Agreement may
be amended, supplemented or modified only by a written
Instrument duly executed by the parties.
17. LIMITATION OF LIABILITY
ENGINEER's total liability to OWNER for any loss or
damage, including but not limited to special and
consequential damages arising out of or in connection with
the performance of services or any other cause, including
ENGINEER's professional negligent acts, errors, or
omissions, shall not exceed the total compensation
received by ENGINEER hereunder, except as otherwise
provided under this Agreement, and OWNER hereby
releases and holds harmless ENGINEER from any liability
above such amount.
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