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HomeMy WebLinkAboutNo. 3030 approving/authorizing the execution of an amendment to the addendum to the master agency agreement (Ignition Park Phase 1A Infrastructure - Supplement #1)RESOLUTION NO. 3030 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE ADDENDUM TO THE MASTER AGENCY AGREEMENT (Ignition Park Phase 1A Infrastructure - Supplement #1) WHEREAS, effective January 1, 2012, the South Bend Department of Redevelopment, acting by and through its Redevelopment Commission (the "Commission ") and the South Bend Board of Public Works (the "BPW ") entered into a Master Agency Agreement which authorized the BPW to act as agent for and on behalf of the Commission for certain projects during 2012; and WHEREAS, effective January 1, 2012, the Commission and the BPW entered into a Master Agency Agreement which authorized the BPW to act as agent for and on behalf of the Commission for the limited purpose of contracting for and managing the completion of existing Projects; and. WHEREAS, pursuant to the Master Agency Agreement, the Commission added the Ignition Park Phase IA Infrastructure Project to the Master Agency Agreement by way of an Addendum on October 11, 2011; and WHEREAS, the Commission desires to amend the Addendum by way of this Amendment. NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as follows: Section 1. The Commission hereby approves the Amendment to the Addendum to the Master Agency Agreement (Ignition Park Phase IA Infrastructure Project - Supplement #1) and hereby authorizes its execution in substantially the form attached hereto with such changes as the Commission may deem necessary or appropriate 140 upon the advice of counsel, said execution thereof to be conclusive evidence of the Commission's approval of such changes. The Clerk is hereby directed to file a copy of this Amendment to the Addendum with the BPW. Section 2. This Resolution shall be in full force and effect after its adoption by the Commission. Section 3. Commission staff members are authorized to execute on behalf of the Commission any documents necessary to carry out the intent of this resolution. ADOPTED at a meeting of the South Bend Redevelopment Commission held on April 24, 2012, at 4:00 p.m., in Room 1308, County -City Building, South Bend, Indiana 46601. CITY OF SOUTH BEND, DEPARTMENT OF ,REDEVELOPMENT Marcia I. Jones esident South Bend Redevelopment Commission ATTEST: Donald Alford, ., Se retary South Bend Redevelopment Commission AMENDMENT TO THE ADDENDUM TO THE **40 . MASTER AGENCY AGREEMENT (Ignition Park Phase IA Infrastructure - Supplement #1) This Amendment to the Addendum to the Master Agency Agreement (this "Amendment "), made and entered into as of the 24th day of April, 2012, by and between the South Bend Department of Redevelopment, acting by and through its Redevelopment Commission (the "Commission ") and the City of South Bend, Indiana, a municipal corporation duly organized and existing pursuant to the laws of the State of Indiana, acting by and through its Board of Public Works (the "BPW ") for purposes of the Commission designating the BPW to act as the Commission's agent to undertake the Ignition Park Phase 1 A Infrastructure - Supplement #1 (the "Project "). WHEREAS, effective January 1, 2012, the Commission and the BPW entered into a Master Agency Agreement which authorized the BPW to act as agent for and on behalf of the Commission for certain projects during 2012; and WHEREAS, effective January 1, 2012, the Commission and the BPW entered into a Master Agency Agreement which authorized the BPW to act as agent for and on behalf of the Commission for the limited purpose of contracting for and managing the completion of existing Projects; and WHEREAS, pursuant to the Master Agency Agreement, the Commission added the Ignition Park Phase IA Infrastructure Project to the Master Agency Agreement by way of an Addendum on October 11, 2011; and WHEREAS, the Commission desires to amend the Addendum by way of this Amendment, adding Supplement # 1. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the BPW and the Commission agree as follows: 1. The Commission hereby empowers and appoints the BPW, pursuant to the Master Agency Agreement, to act as the Commission's agent for the limited purpose of contracting for and managing the completion of the Project, the scope of said Project being originally described in "Exhibit A ", and now amended as described in "Exhibit B ", attached hereto and made a part hereof. 2. All of the terms and conditions of the Master Agency Agreement shall control this appointment and this Addendum shall be attached to the Master Agency Agreement. 3. Commission staff members are authorized to execute on behalf of the Commission any documents necessary to carry out the intent of this resolution. IN WITNESS WHEREOF, the undersigned execute this Addendum to Master Agency Agreement to be effective as of the date first written above. (Signature Page Follows) CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT South Bend Redevelopment Commission ATTEST: South Bend Redevelopment Commission CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS Gary Gilot, President Kathryn Roos, Member Don Inks, Member ATTEST: Linda Martin, Clerk Exhibit "A" IGNITION PARK 1A INFRASTRUCTURE PROJECT See attached Proposal from BSA LifeStructures dated July 6, 2011 C 06 July 2011 Geri Hathaway c/o Innovation Park at Notre Dame 1400 E. Angela Blvd. South Bend, IN 46697 Re: Ignition Park -Phase lA Site Design South Bend, IN Dear Geri: BSA LifeStructures is pleased to submit a proposal for the site infrastructure design services required for Phase IA of the current Master Plan (site connection and utilities to Data Realty property /building). According to the Master Plan, it appears the following scope will be necessary for the design: C Extend Stull to the edge of the new circular drive at the center of the park C Construct a portion of the circular drive around to the southwest to where the new south entry road ties in. f Construct the new south entry road from the circle to the tracks. Add a curb cut and road connection off the south entry road to the east to the Data Realty Property line. L Design the utility infrastructure to support the Data Realty project, from its current location to the property line, keeping with future Master Plan development within the Park.* * Water, Sewer and Storm Sewer will be routed and sized per the overall master plan. A duct bank for power will be designed that connects Data Realty to the existing substation, but will not be connected to the future master plan implementation. This work will be performed both by BSA LifeStructures as well as local and MBE /WBE consultants. The timeline required for this design is as follows: Signed Agreement by the City of South Bend August 1 Issue Bid Documents October 20 Bids Received by City December 1 Contracts for Construction Awarded December 20 1� ' Geri Hathaway 06 July 2011 Page 2 of 2 For the infrastructure design outlined above, BSA LifeStructures would propose the following fee: Civil Engineering $114,000 Permitting (labor to obtain permits) $ 7,000 Reimbursable Allowance (travel and other standard reimbursables)* $ 7,000 Total Fee (maximum) $128,000 *Reimbursables will be billed as part of the base fee up to the $7, 000 maximum. This amount does not include the actual cost of required permits If the above - referenced fee is acceptable for the work outlined, BSA LifeStructures will require an executed letter agreement, which will be sent after all parties agree to the scope and fee, prior to commencement of work. We would like to thank you for this opportunity to assist your organization in igniting life sciences growth in downtown South Bend and look forward to working with you in the future. Thanks again. Sincerely, I` Chris W. Lake, AIA, LEED AP Principal -in- Charge APPROVED South Bend edevelopnTnt o emission Date: '7 - a /o - I Exhibit "B" IGNITION PARK 1A INFRASTRUCTURE PROJECT - SUPPLEMENT #1 See attached proposal from ATC Associate, Inc. dated September 21, 2011 LM September 21, 2011 Mr. Chad M. Smitley, PE BSA Life Structures 9365 Counselors Row Indianapolis, Indiana 46240 RE: Proposal for Preliminary Geotechnical Engineering Investigation Proposed Development at Ignition Park South Bend, Indiana ATC Proposal No. 023G -2011 -0176 Dear Mr. Smitley: www. atcassoci ates. corn 2224 Industrial Drive, Suite A Highland, IN 46322 Phone: 219- 922 -7235 Fax: 219- 922 -7243 As per your request, ATC Associates Inc. (ATC) is pleased to submit the following proposal for conducting a geotechnical investigation for the subject project. ATC is a nationwide engineering consulting firm that specializes in geotechnical engineering, environmental engineering, construction materials testing and inspection services. For detailed company information, please visit our web site at www,atcassociates.com. PROJECT INFORMATION We understand that the Ignition Park, which covers approximately 80 acres of vacant land, will be developed in South Bend, Indiana. No detailed layout of the proposed development is available at this time. We have been informed that the proposed development will likely have one to two story office buildings with no basements. For the purpose of the proposal, we assume that the proposed buildings will be supported on shallow foundations. In the absence of any loading information, we assume that the wall and column loads will reportedly not exceed about 5 kips per lineal ft and 200 kips per column, respectively. The finished ground floors will presumably be at or near the existing ground surface. The site is currently a vacant lot that was reportedly developed in the past. No information regarding the past development was provided. The purpose of this investigation is to obtain preliminary information regarding the subsurface soil and groundwater conditions noted at 12 selected boring locations. Once the layout of the development is finalized, additional soil borings and analysis will be required to develop final geotechnical recommendations. SCOPE OF WORK 1. ATC will prepare a health and safety plan (HSP) prior to any field activities. The drawings provided to us will be utilized to determine the boring locations at the site. We request that an existing ground surface topographic map be provided to estimate the ground surface elevations for each boring location. No surveying is included in the proposal. A $ S 0 C I A T E S I N C September 21, 2011 Mr. Chad M. Smitley, PE BSA Life Structures 9365 Counselors Row Indianapolis, Indiana 46240 RE: Proposal for Preliminary Geotechnical Engineering Investigation Proposed Development at Ignition Park South Bend, Indiana ATC Proposal No. 023G -2011 -0176 Dear Mr. Smitley: www. atcassoci ates. corn 2224 Industrial Drive, Suite A Highland, IN 46322 Phone: 219- 922 -7235 Fax: 219- 922 -7243 As per your request, ATC Associates Inc. (ATC) is pleased to submit the following proposal for conducting a geotechnical investigation for the subject project. ATC is a nationwide engineering consulting firm that specializes in geotechnical engineering, environmental engineering, construction materials testing and inspection services. For detailed company information, please visit our web site at www,atcassociates.com. PROJECT INFORMATION We understand that the Ignition Park, which covers approximately 80 acres of vacant land, will be developed in South Bend, Indiana. No detailed layout of the proposed development is available at this time. We have been informed that the proposed development will likely have one to two story office buildings with no basements. For the purpose of the proposal, we assume that the proposed buildings will be supported on shallow foundations. In the absence of any loading information, we assume that the wall and column loads will reportedly not exceed about 5 kips per lineal ft and 200 kips per column, respectively. The finished ground floors will presumably be at or near the existing ground surface. The site is currently a vacant lot that was reportedly developed in the past. No information regarding the past development was provided. The purpose of this investigation is to obtain preliminary information regarding the subsurface soil and groundwater conditions noted at 12 selected boring locations. Once the layout of the development is finalized, additional soil borings and analysis will be required to develop final geotechnical recommendations. SCOPE OF WORK 1. ATC will prepare a health and safety plan (HSP) prior to any field activities. The drawings provided to us will be utilized to determine the boring locations at the site. We request that an existing ground surface topographic map be provided to estimate the ground surface elevations for each boring location. No surveying is included in the proposal. [A Mr.. Chad M. ,Smitley, PE, BSfi Life Structures Prelin inag Geotechnical Engineering Investigation Proposal. for Proposed Development at Ignition Park, South Bend, Indiana September 21, 2011 Page 2 of 3 2. IUPPS- the state utility locator service will be notified to mark existing underground utilities within the public areas. We request that you provide a site plan indicating the location of any site - specific underground structures and utilities. While we will take all reasonable precautions to avoid damaging existing facilities, we cannot assume any liability for disruption of services caused by break in utility lines not adequately marked on a site map or in the field. Existing underground utilities may be marked by a private utility locator service for an additional fee, The subsurface soil and groundwater conditions at the proposed site will be investigated by drilling twelve (12) borings to a depth of 25 ft below the present ground surface in the proposed building area, as requested. Based on the above drilling schedules, the project will involve 300 lineal ft of drilling. No hard drilling through buried concrete, obstructions or rock coring is considered in this proposal. While these depths are generally adequate for the type of construction and loading mentioned earlier, it is possible that the depths may need to be revised due to poor subsurface conditions, In such instance, we will contact you prior to any additional field drilling. 4. From each boring, split -spoon samples will be obtained at intervals of 2' /Z ft and 5 ft intervals for laboratory analysis. Standard Penetration Tests (SPT) values will be recorded for each split spoon samples. All borings will be performed in accordance with the applicable ASTM standards. Groundwater observations will be made during and immediately after the drilling. 5. All holes will be back filled with the auger cuttings after the drilling. It is not possible to pack the soil back in the drill holes upon completion so tight that there will be no subsequent subsidence. This proposal does not include repair costs for landscape damage. 6. This proposal does not include assessment or remediation of any environmental conditions present at the site. If apparently impacted materials are encountered during the field testing operation, the drilling will be stopped until the proper course of action is determined. 7. Our investigation will include basic laboratory classification tests on representative soil samples to understand the strength, compressibility and other engineering characteristics of the subsurface materials encountered in the test borings. 8. The results of our field exploration and laboratory tests will be utilized in the formulation of preliminary recommendations and will be presented in a written report signed by a registered professional engineer. As mentioned, additional soil borings will be necessary to develop final geotechnical recommendations once the project layout is complete. Mr. Chad A/. Smitley, PF., 13SA 1 #t Sfracfures Preliminary Geotechnical lingineering Investigation Proposal for Proposed Development at Ignition Park, ,South Bend, Indiana „*AW- September 21, 201 ! Page 3 qr 3 COST ESTIMATE The fee for the above outlined geotechnical investigation will be Lump Sum $9,750.00. The above fee is based on the following assumptions: 1. All soil boring locations will be accessible with a truck or ATV - mounted drill rig. No site clearing to access boring locations is included in the proposal. Drilling will be performed by a driller signatory to Local 150 Operating Engineers. 2. We will have permission to complete all borings in one mobilization of equipment and crew during regular working hours. We assume that the drilling will be completed in one 8 -hour day. Costs for private utility locator services are not included. 3. Our estimate covers the work needed to present our findings and recommendations in a report form. Should substantial changes in the project scope occur, you will be contacted for approval prior to performing the additional work. TIME ESTIMATE ATC is prepared to begin work upon receiving written authorization. Please note, a minimum of forty - eight (48) hours time is required by law in order to mark the existing utilities (if any) at the site. Based on our current workload and assuming favorable weather condition, we would be able to submit a report in 3 to 4 weeks from the date we receive a written authorization. ATC's General Terms and Conditions are attached and should be considered a part of this proposal. This proposal /contract and all the terms and conditions herein are subject to credit approval by ATC's Corporate Credit Department. If this proposal is acceptable, please complete the enclosed Proposal Acceptance Sheet and return it to us for us to start the project. We appreciate the opportunity to offer these services and look forward to working with you on this project. If you have any questions, please feel free to contact us at 219- 922 -7235. Respectfully submitted, ATC Associates Inc. Akhtar Zaman, PE, LEED® AP Branch Manager akhtar.zaman @atcassociates.com Attachment 'V, Kd' PROPOSAL ACCEPTANCE FORM ']'his Agreement is made by acceptance below of the Contract Document dated September 21, 2011 by and between ( "Client ") BSA Life Structures of (Address) 9365 Counselors Row, Indianapolis, Indiana 46240 and ATC Group Services Inc. d /b /a ATC Associates Inc. of Highland, IN. Client and ATC agree as follows: 1. CONTRACT DOCUMENT - Referred to as the "Contract Document" or "Agreement." Defined as: PROPOSAL ACCEPTANCE FORM, the GENERAL TF;RMS AND CONDITIONS, and any proposals that include a scope of services, fee schedules and other documents listed below under PROFESSIONAL, SERVICES. 2. PROI*I?SSIONAL SERVICES — ATC will provide professional services ( "Services ") for the Client as indicated in the proposal (No. 23G -2011 -0176 dated September 21, 2011) for the proposed Development at Ignition Park in South Bend, Indiana for a lump sum fee of $9,750.00. 3. DESIGNATED REPRESENTATIVES -- The parties designate the following named individuals as their authorized representatives to provide approvals, directives, and permissions, Including changes, and to receive notices or outer communications under this agreement at the following addresses: DESIGNATED RI PRESENTATIVE ATC GROUP SERVICES INC. d /b /a ATC Associates Inc. Name: Akhtar Zaman Address: 2224 Industrial Drive Suite A Highland, IN 46322 Phone: 219- 922 -7235 DESIGNATE:[) REPRESENTATIVE CLIENT: BSA Life Structures Name: Address: 9365 Counselors Row Indianapolis, Indiana 46240 Phone: 317 -688 -6989 YOUR SIGNATURE INDICATES ACCEP'T'ANCE OF THE CON'T'RACT DOCUMENT, AS DEFINED ABOVE, UNI..ESS EXPRESSLY MODIFIED IN WRITING. ACCEPTED BY: ATC GROUP SERVICES INC. CLIENT: d /b /a ATC Associates Inc. 13y: Person authorize n • cute contracts & payment) Name: Titl Date: 1'itle:�_ - oi►..! cry /yr��..- Date: T, 1� Page 1 of 4 �/ 5191 r ,.. _;; 0 t ATC CLIENT GENERAL TERMS AND CONDITIONS 1. PAYMENT Client will pay ATC for Services and expenses in accordance with the Contract Document. ATC will submit invoices to Client monthly together with reasonable supporting documentation requested by Client and a final bill upon completion of its Services. Unless otherwise agreed in writing, there shall be no retainage. Payment is due within thirty (30) days regardless of whether Client has been reimbursed by any other party. Past due amounts are subject to an interest charge on the outstanding balance of either one and one-half percent (1'h %) per month or the maximum rate permitted by law, Client agrees to pay ATC's attorney's fees, interest, and all other costs incurred in collecting past due amounts. 2. OBLIGATIONS OF CLIENT Client warrants that all information provided to ATC is complete and accurate to the best of Client's knowledge. Client agrees to advise ATC, prior to beginning work, and during (lie work, of any hazardous conditions on or near the site known to Clicnt. Client understands that ATC is relying upon the completeness and accuracy of inibmnition supplied to it by Client and ATC will not independently verify such information unless otherwise provide in the Contract Document. Client shall be solely responsible for and shall indemnify and hold harmless ATC for any costs, expenses or damages incurred by ATC clue. to C'lient's failure to follow applicable reporting and governmental requirements. Client will not hold ATC liable if ATC's recommendations are not followed and waives any claim against ATC, and agrees to defend, indemnify and hold ATC harmless from any claim or liability for injury or loss that results from failure to implement ATC's recommendations- 3. STANDARD OF CARE ATC's Services as defined by the Contract Document shall be perfonied in accordance with generally accepted industry principles and practices, consistent with it level of care and skill ordinarily practiced by the consulting profession currently providing similar services under similar circumstances at the time the Services were provided. Client agrees to give ATC written notice within one (1) year of tiny breach or default under this section and to provide ATC a reasonable opportunity to cure such breach or default, without the payment of additional iccs to ATC, as a condition precedent to any claim for damages. 4. LIMITATIONS OF METHOD RELIABILITY The Client recognizes and agrees that all testing and remediation methods have reliability limitations, no method no- number of sampling locations can guarantee that a condition will be discovered within the performance of the Services as authorized by the Client. The Client further acknowledges and agrees that reliability of testing or renmediation methods varies according to the sampling frequency and other variables and that these factors including cost, have been considered in (lie Client's selection of Services. ATC's observations only represent conditions observed at the time of the site visit. ATC is not responsible for changes that may occur to the site after ATC completes the work. 6. INTERPRETATION OF DATA Client recognizes that subsurface conditions may vary from those encountered at the locations where the borings, surveys, or explorations are made by ATC and that the data interpretations and recommendations of I'C's personnel are based solely on the infonmalion available to them. ATC will be responsible for its data, interpretations, and recommendations, but shall not be responsible for the interpretation by others or the information developed. 6. THIRD PARTY INFORMATION ATC is dependent on information available from various governmental agencies and private database firms to aid in evaluating the history of the site. ATC shall not be liable for any such agency's or database firm's failure to make relevant files or documents properly available, to properly index riles, or otherwise to fail to maintain or produce accurate or complete records. 7. SITE ACCESS Client grants or shall obtain for A "rC a right of entry to all parts of the proicct site necessary to complete the Services and it represents that it has obtained the applicable permits and licenses for the proposed work. if Client does not own the site, Client represents that it has or will obtain prior to the commencement of work, the authority and pennission of the owner and /or the occupant of the site. Client acknowledges that due to the nature of the work, unavoidable damage may occur. Client waives its right of r:covcty Ibr such unavoidable damage, and if Clicnt is not the owner of the site, Client agrees to indemnify and defend ATC against any claims by the owner and /or occupant for any such damage. Unless otherwise specified in the Contract Document, ATC is not liable for damages caused by exploratory demolition or investigation to identify, quantify, or evaluate building materials, systems, and /or components not readily accessible to ATC during ATC's performance of the Services. ATC is not responsible 1br unforeseen conditions that exist on site within building systems that prohibit or deter ATC front gaining access to building materials, systems, and /or components. 8. SITE CONTROL ATC's testing, observation, or inspection of the mvork of other parties on a project shall not relieve such parties of their responsibility to perform their work in accordance with applicable plans, specifications and safety requirenienls. Continuous monitoring by ATC's employees does not mean that ATC is observing or verifying all site work or placement of all materials. Client agrees that ATC will only make on -site observations appropriate to the field services provided by ATC and will not relieve others of their responsibilities to perfbmn the work. 9. TEST AND SAMPLING LOCATIONS Unless otherwise specified in the Contract Document, the accuracy of test or sample locations and elevations will be commensurate only with pacing and approximate measurements or estimates. The Client should retain the services of a professional surveyor, if greater accuracy is required. Client will furnish, a diagram indicating the accurate location of the site. Sample locations may also be indicated on the diagram. ATC reserves the right to deviate a reasonable distance from the boring and sample locations unless this right is specifically revoked by the client in writing at the time the diagram is supplied. 10. SAMPLES AND EQUIPMENT ATC will not retain any samples obtained from the project site for more than 30 days, or as required by law, alter submitting its report or issuing written tests 2of4 ATC's General 'terms and Conditions results. At no time does ATC assume title to any samples, all samples shall remain the property of the Client. All laboratory and field equipment contaminated during ATC's Services which cannot readily and adequately cleansed of its hazardous contaminants shall become the property and responsibility of the Client. The Client shall purchase all such equipment as an expense of the Services, and it shall be turned over to the Client for proper disposal unless otherwise specified in the Contract Document. 11. ENGINEERING AND CONSTRUCTION SERVICES II' the Services provided in the Contract Document only require construction materials testing, engineering and /or construction subsurface exploration, ATC assumes that there are no hazardous substances or constituents in the soils or groundwater underlying the site. ATC's duties and responsibilities are limited to peribrning tests and monitoring of specific construction activities as outlined in the Contract Document. Unless otherwise specified in the Contract Document, any consulting, testing or monitoring related to environmental conditions, including, but not limited to hazardous waste, soil or groundwater contamination, or air pollutants are not part of ATC's engineering and construction Services. If it becomes apparent during the field exploration that hazardous substances or constituents may be present, field operations will be terminated. 12. OPINIONS OF COSTS ATC will provide estimates of costs for reniedialion or construction as appropriate based on available data, designs, or recommendations. however, these opinions are intended primarily to provide information on the range of costs and are not intended for use in frrn budgeting or negotiation unless specifically agreed to in writing by ATC. 13. SAFETY ATC shall not, unless otherwise specified in the Contract Document, be responsible for health and safety procedures, construction means, methods, techniques, sequences, or procedures, nor be responsible for the acts or omissions of contractors or other parties on the site. 14. UTILITIES Unless otherwise specified in the Contract Document, it is Client's responsibility to mark or furnish the locations of all underground man -made obstructions. Client shall indemnify, defend and hold harmless ATC from and against any claims, losses or damages incurred or asserted against ATC related to Client's failure to mark, protect or advise ATC of underground structures or utilities. 16. ROOF CUTS Unless otherwise specified in the Contract Document, if roof cuts /saniples are required by the Services in the Contract Document, it is the responsibility of the Client to make the appropriate repairs to these roof cuts. 11' a roofing contractor or maintenance personnel selected by Client is not on the roof to make repairs at the time samples are obtained, ATC may make temporary repairs, which may result in additional charges. ATC personnel are not certified in roofing repair therefore ATC under no circumstances shall be responsible for any water damage to the roofing system, building, or its contents resulting from ATC's temporary repairs. 16. HAZARDOUS CONDITIONS OR SUBSTANCES The client acknowledges that ATC has neither created nor contributed to 2002 the creation or existcnce of any hazardous, radioactive, toxic, irritant, pollutant, substance or constituent, or otherwise dangerous conditions at the site. All site generated hazardous and non- hazardous waste, including but not limited to samples, drilling fluids, decontamination fluids, development fluids, soil cuttings, and used disposable protective gear and equipment, are the property of the Client. 17. RIGHT TO STOP WORK If, during the performance of Services, any unforeseen hazardous substance, material, element, constituent, condition, or occurrence is encountered which, in ATC's reasonable judgment significantly affects or may affect the Services, the risk involved in providing the Services, or the recommended scope of Services, ATC may immediately suspend work. 18. INDEMNIFICATION ATC shall indemnify and hold harmless Client, its employees, officers, directors, subsidiaries, and agents against claims, demands, and lawsuits, including reasonable attorney's tees to the extent arising out of or caused by the negligence or willful misconduct of ATC or its subcontractors in connection with all activities conducted in the performance of Services under this Agreement. The client shall indemnify and hold harmless ATC its employees, officers, directors, subsidiaries, and agents from and against claims, demands, and lawsuits, including reasonable attorney's fees, to the extent arising out of or caused by the negligence: or willful misconduct of the Client or other contractors retained by Client in connection with all activities conducted in the performance o1' Services under this Agreement. 19. LIMIT OF LIABILITY ATC's total liability for the Services shall not exceed the proceeds from insurance or two times ATC's fees for Services whichever is less. Client agrees that all indemnifications granted to ATC shall also be extended to those subcontractors, individuals, or organizations retained by ATC for performance of the Services. 20. CONSEQUENTIAL DAMAGES In no event shall either party be liable to the other party for any consequential, incidental, punitive, or indirect damages including but not limited to loss of income, loss of profits, loss or restriction of use of property, or any other business losses regardless if such damages are caused by breach of contract, negligent act or omission, other wrongful act, or whether ATC shall be advised, shall have other reason to know, or in fact shall know of the possibility of such damages. 21. CLIENT INDEMNITY Client waives to the maximum extent permitted by law, its rights and agrees to indemnify and hold harrmless, ATC its employees, officers, directors, subsidiaries, and agents against any and all claims for injury or loss sustained by any party, including the United States, from such exposures or from the presence orally such hazardous substance, constituent, or condition at the site. Client lirrther agrees to pay on ATC's behalf' any judgment resulting against ATC, including any interest from and against tiny and all claims and liabilities in connection with toxic or hazardous substances or constituents. This indemnity includes but is not limited to (lie following: a) ATC acting as Client's agent, when required or requested as part of the Contract Document to sign any hazardous waste manifest or other document related in any way to the identification, handling, X. 3 of 4 M