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HomeMy WebLinkAbout20-123 Colorado Civil Group Neighbors Point Park 12-09-2020expenses. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment far any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, .features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. A. Contractor agrees to pracure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required bylaw. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town 's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. 1�IItt�P►17�i�1�11�I�_�ii[�7�1 A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. Contractor loproviding architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13w%5- 102(8)(c), IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification. 1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. D. Duty to Comply with investigations. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement. E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto. X.NORNEORMEN MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Inte rc�ation. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity, The Town and its officers, attorneys and employees, are relying onI and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24- 10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided bylaw. The expiration of this Agreement shall in noway limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. Page 5 of 9 COLORADO CIVIL GROUP, INC. Engineering Consultants TO: Raelynn Ferrera, Assistant to the Town Manager FROM: Dave Lindsay, Colorado Civil Group, Inc. ' Lindsey Green, Colorado Civil Group, Inc. DATE: November 25, 2020 SUBJECT: Neighbors Point Park Project PROJECT No.: 0668.0000.08 I-022 BUDGET GL#: Thank you for giving us this opportunity to complete the design for Neighbors Point Park. We have prepared a budget for the final design of the park, as requested. Our budget includes the design required to produce final construction documents, all necessary technical documents to support the design, as well as bidding services through the award of the project. (Please note Construction Services were not included in this budget.) We have three sub -consultants on the team: Civil Arts (CA), Cesare, Inc (CI). and Design Concepts (DC). Each sub -consultant prepared a scope for the project and their associated fee, as summarized below. • Civil Arts —Civil Arts will provide surveying services to topographically survey the park within the boundary limits (as determined by CCG). Upon completion of the survey a digital file of the completed survey information will be provided to CCG, which will be used to base the final design on. Total Fee - $5,470.00 • Cesare, Inc. —Cesare, Inc will drill three borings into the locations chosen by CCG (Synthetic turf area, picnic table shelter area and hammocks and slacklines area). CI will analyze and evaluate the subsurface materials and provide recommendations for necessary foundation support systems for the various park components. Total Fee - $4,600.00 • Design Concepts —Design Concepts will complete a new irrigation design for the park and provide the specifications for the Bidding Documents for all site furnishings chosen by the Town. DC's fee includes services through the bidding phase to respond to contractor questions. Total Fee - $221815.00 With the sub -consultants' fees included within our budget, Colorado Civil Group, Inc. proposes to complete the Neighbors Point Park Project design for a lump sum fee of $83,000. If you have any questions on this budget or would like additional services added at this time, please let us know. We look forward to getting started on this project with the Town. COLORADO CIVIL GROUP, INC. 0 2204 Hoffman Drive o Loveland, CO 80538 0 970-278-0029 PROJECT BUDGET Client: Project Number: Project Name: Contract Amount: Contract Type: Fee Town of Firestone 0668.0000.08 1022 Neighbors Point Park $ 83,000.00 Lump Sum Fee X New Change Date: 11 /25/2020 Project Manager: DBL Phase Task DESCRIPTION HRS C/O Rate Total C/O Cost Project Coordination Project Meetings - Coordination 16 $ 120.00 $ 11920.00 Utility Company Meetings Review Utility mapping) 8 $ 120.00 $ 960.00 Lindsay 8 $ 135.00 $ 11080.00 Base Mapping Coordinate Survey 4 $ 120.00 $ 480.00 Compile and Assemble Base Material 8 $ 120.00 $ 960.00 Site Visits 16 $ 120,00 $ 11920.00 Lindsay 8 $ 135.00 $ 1,080.00 Construction Plans Cover Sheet 4 $ 120.00 $ 480.00 General Notes 4 $ 120,00 $ 480.00 Demo Sheets 8 $ 120.00 $ 960.00 Site Plan 12 $ 120.00 $ 11440600 Horizontal Control Plan 8 $ 120.00 $ 960,00 Gradinq Plan 24 $ 120.00 $ 2,880.00 Erosion Control Plan 8 $ 120,00 $ 960,00 Utility Plan 12 $ 120.00 $ 1,440.00 Sanitary Sewer Plan & Profile 8 $ 120,00 $ 960,00 Lighting Plan 8 $ 120,00 $ 960.00 Landscape Plan 16 $ 120,00 $ 1 920.00 Site Structures 24 $ 120,00 $ 2 880.00 Details 24 $ 120.00 $ 2 880.00 Lind ay 16 1 $ 135.00 $ 2160.00 Technical Documents Final Draina a Memorandum 12 $ 120.00 $ 1,440000 Stormwater Management Plan SWMP Report 24 $ 120.00 $ 2,880.00 Project Manual 24 $ 120,00 $ 2,880.00 Lindsay 8 $ 135,00 $ 11080,00 Final quantities/cost estimate Quantity Takeoff 8 $ 120.00 $ 960.00 Opinion of Cost Alternates 16 $ 120.00 $ 11920600 Lindsay 8 $ 135.00 $ 13080600 Bidding Services Pre -Bid Meeting 4 $ 120.00 $ 480.00 Response to Questions/Addendum 8 $ 120.00 $ 960.00 Bid Open in/Evaluation 8 $ 120.00 $ 960.00 Recommendation Award Memo 4 $ 120.00 $ 480.00 Lindsay 20 $ 135,00 $ 21700,00 Total Labor 388 $ 47,580.00 Consultants Survey -Civil Arts Design Concepts Geotech - Cesare Total Consultants Labor Consultants (+5%) Reimbursables (+5%) Margin (+5%) Total Amount $ 51470.00 $ 22,815.00 $ 4,600.00 $ 32,885.00 $ 47,580.00 $ 34,529.25 $ 627.38 $ 37,62 $ 82.774.25 Reimbursables (or Non) Reproduction Survey Supplies Postage/Shipping Mileage Travel Meals/Entertainment Miscellaneous Total Reimbursables $ 4,440.00 $ 21,360.00 $ 3,960.00 $ 500.00 $ 97.50 $ 597.50 CESARE, INC. Samples collected and subjected to testing, if any, will be disposed of after testing is completed. Samples not subjected to testing, if any, will be disposed of thirty (30) days after submittal of the report for which the samples were collected. TERMS OF AGREEMENT Cesare shall perform its services proposed above, subject to these terms of agreement (Agreement), in a manner consistent with that level of care and skill ordinarily exercised by members of the same profession currently practicing under similar conditions in the location of the project. No warranty or guarantee, either expressed or implied, is made or intended in our proposals, contracts, or reports. The Client recognizes that subsurface conditions may vary from those encountered at the location where borings, surveys, or explorations are made by Cesare and that site and material conditions may vary. The data, tests, observations, interpretations, and recommendations made by Cesare are, therefore, based solely on the information available and obtained by Cesare. Cesare will be responsible for those data, interpretations, and recommendations as indicated above, but shall not be responsible for the interpretations by others of the information developed. Cesare is not responsible for knowledge of previous studies on the subject property unless they are made available to Cesare and their review made part of this Agreement. In performing services under this Agreement, Cesare shall be entitled to rely upon the accuracy and completeness of reports, plans, specifications, and recommendations prepared by other consultants retained by the Client and Cesare shall not be held liable for any actions, allegations, claims, or damages resulting from errors or omissions as a result of such reliance. In the event the Client presents a claim against Cesare at law or otherwise, for any alleged error, omission, or other act arising out of the performance of our professional services; and the Client fails to prove such claim upon final adjudication, the Client shall pay all costs incurred by Cesare in defending itself against the claim, including but not limited to personnel -related costs, attorneys fees, court costs, and other claim -related expenses. INVOICES Invoices will be submitted monthly and on completion of services and are payable on receipt unless other arrangements have been made. Cesare reserves the right to apply an interest charge of 1.5% per month to unpaid balances commencing thirty (30) days from the date of invoice and/or to cease service on any continuing project where invoices are more than sixty (60) days past due. Attorneys fees and other costs incurred in collecting delinquent amounts shall be paid by the Client. PROPOSALS Written technical proposals and engineering/consulting fee estimates are provided on request. Technical proposals and fee estimates are valid for sixty (60) days from the date of the proposal, after which they are subject to review by Cesare. A revised proposal and fee estimate may be submitted. F201109 Neighbor's Point Park Proposal 11.16.20 3 CESARE, INC. RIGHT -OF -ENTRY Client will provide for right -of -entry of Cesare and all necessary equipment to complete the proposed services. While Cesare will take reasonable precautions to minimize damage to the project property, it is understood by Client that in the normal course of work, some damage may occur, and unless otherwise stated in Cesare's scope, the correction of which is not part of this Agreement. UTILITIES Cesare will contact 811 prior to conducting onsite studies, as described in the scope of services. Client is responsible for designating/marking the location of all other onsite utilities or subterranean structures not located by 811 prior to the commencement of Cesare's services. Client agrees to indemnify and hold Cesare and Cesare's subcontractors harmless for damage to any utilities or subterranean structures (irrigation lines, telephone wires, pipes, tanks, etc.) whose locations are not marked or are not clearly marked or are not marked accurately in the field prior to Cesare's arrival onsite. If there are no private onsite utilities or subterranean structures in the locations where subsurface exploration is planned, Client shall provide Cesare a written declaration that the planned exploration areas are clear of private utilities or subterranean structures. JOBSITE SAFETY Neither the professional activities of Cesare, nor the presence of Cesare or its employees, and/or subconsultants at the project site, shall relieve the Owner or Owner's representatives of its obligations, duties, and responsibilities with any health and/or safety precautions required by any regulatory agencies. Cesare and its personnel have no authority to exercise any control over any other contractor, consultant, or their employees in connection with their work or any health and/or safety programs or procedures. The Client agrees that other contractors or consultants shall be solely responsible for jobsite safety, and warrants that this intent shall be carried out in the Client's contract with other contractors or consultants. OWNERSHIP OF DOCUMENTS Unless otherwise agreed in writing, all documents and information prepared by Cesare in connection with the performance of its services, including, but not limited to, Cesare's reports, boring logs, maps, field data, field notes, drawings and specifications, laboratory test data, and other similar documents (collectively "Documents' are and shall remain the property of Cesare. Cesare has the right, in its sole discretion, to dispose of or retain the Documents. The Documents may be used by Client only in connection with completion of the subject project. Upon receipt of payment in full, Cesare grants to Client anon -exclusive license to use the Documents in constructing, maintaining, or renovating the subject project. Client agrees not to alter the Documents, use the Documents for any other project, or distribute the Documents to any third party. To the maximum extent permitted by law, Client shall defend, indemnify, and hold Cesare harmless against all claims arising out of the unauthorized alteration, distribution, or reuse of Cesare's Documents. Client shall not assign and/or transfer, directly or indirectly, in whole or in part, the Documents to any third party without Cesare's prior review and written consent. F201109 Neighbor's Point Park Proposal 11.16.20 4 CESARE, INC. INDEMNIFICATION The Client expressly agrees to indemnify and save harmless Cesare, its officers, agents, employees, successors, and assigns against any suits, claims, demands, or actions, which are brought against Cesare, its officers, agents, employees, successors, and assigns for or as the result of any injuries or damages received or sustained by any person, firm, or corporation; or persons, firms, or corporations, resulting from the Client's negligent acts, errors, or omissions and those of their contractors, subcontractors, consultants, or anyone for whom the Client is legally liable, and arising from the project that is subject to this Agreement. Cesare is not obligated to indemnify the Client in any manner from the Client's own negligence. Cesare's services in connection with this Agreement shall in no way subject the Consultant's individual employees, officers, or directors to any personal legal exposure for any services associated with this project. MEDIATION In an effort to resolve any conflicts that arise from the services of this Agreement, the Client and Cesare agree that all disputes between them arising out of or relating to this Agreement shall first be submitted to non -binding mediation, unless the parties otherwise mutually agree in writing. INSURANCE Cesare has coverage under public liability, property damage, and professional liability insurance policies as Cesare deems to be adequate. Certificates for such policies of insurance shall be provided to Client upon written request. LIMITATION OF LIABILITY To the maximum extent permitted by law, the Client agrees to limit Cesare's total aggregate liability to Client and others for all injuries, claims, losses, damages, and expenses (including costs, expenses, attorney fees, and interest) arising out of Cesare's services to the sum of $50,000 or Cesare's fee for services rendered pursuant to this Agreement, whichever is less. This limitation shall apply, regardless of the nature of the claim made or the cause of action or legal theory pled or asserted. Further, in the event of a claim, Client agrees that as its sole and exclusive remedy, any claim, demand, or suit shall be brought against Cesare as a corporation only, and not against any of Cesare's individual employees, engineers, agents, officers, directors, or shareholders. ACCRUAL OF CLAIMS The parties agree that any claim or cause of action between them, including, but not limited to claims for contribution and indemnity, shall be deemed to have accrued, and the applicable statute of limitations and repose shall commence to run no later than the date of substantial completion of Cesare's services under this Agreement. Substantial completion shall be deemed to occur no later than the date Cesare signs a lien release for payment, or if no lien release is required, when Cesare issues its final invoice for services that Cesare has completed under this Agreement. F201109 Neighbor's Point Park Proposal 11.16.20 5 CESARE, INC. WAIVER OF CONSEQUENTIAL DAMAGES Client and Cesare waive claims against each other for consequential, incidental, indirect, special, exemplary, or punitive damages arising out of Cesare's services. This mutual waiver includes, but is not limited to, claims for loss of use, product, rent, income, profit, financing, business, and reputation; for delay damages of any kind; for lost management and labor productivity; for lost opportunity to complete other projects; and for increased construction and financing costs. This waiver extends, without limitation, to all consequential damages due to either party's termination under this Agreement. TERMINATION Either party may terminate this Agreement for convenience and without cause upon giving the other party not less than seven (7) calendar days' written notice. In the event of such termination, the Client shall, within fifteen (15) calendar days, pay Cesare for all services rendered and all reimbursable costs incurred by Cesare up to the date of termination, in accordance with the payment provisions of this Agreement. Either party may terminate this Agreement for cause upon giving the other party not less than seven (7) calendar days' written notice for any of the following reasons: • Substantial failure by the other party to perform in accordance with the terms of this Agreement, including Client's failure to pay Cesare's invoices; • Assignment of this Agreement or transfer of the project by either party to any other entity without the prior written consent of the other party; • Suspension of the project or Cesare's services by the Client for more than ninety (90) calendar days, consecutive, or in the aggregate; • Material changes in the conditions under which this Agreement was entered into, the scope of services or the nature of the project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. In the event of termination that is not the fault of Cesare, the Client shall pay Cesare, in addition to payment for services rendered and reimbursable costs incurred, for all expenses reasonably incurred by Cesare in connection with the orderly termination of this Agreement, including but not limited to demobilization, reassignment of personnel, associated overhead costs, and all other expenses directly resulting from the termination. ASSIGNMENT AND TRANSFER Neither party may assign and/or transfer, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party. THIRD PARTY BENEFICIARIES 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 Cesare. Cesare's professional services under this Agreement are being performed solely for the Client's benefit, and no other entity shall have any claim against Cesare because of this Agreement or the performance or nonperformance of services hereunder. F201109 Neighbor's Point Park Proposal 11.16.20 6 CESARE, INC. NON -SOLICITATION OF EMPLOYEES Parties to this Agreement shall not either directly or indirectly solicit or hire the other party's employees during the term of this Agreement. HAZARDOUS MATERIALS The term ��hazardous materials" means any toxic substances, chemicals, radioactivity, pollutants, or other materials, in whatever form or state, known or suspected to impair the environment or human health in any way whatsoever, including but not limited to those substances defined, designated, or listed in any federal, state, or local law, regulation, or ordinance concerning hazardous wastes, toxic substances, or pollution. Client agrees to notify Cesare about any known or suspected environmental conditions or hazardous materials that could impact the proposed scope of services. Cesare agrees to notify the Client if Cesare encounters any known or suspected hazardous materials. Should any known or suspected hazardous materials be discovered in the course of the performance of the services under this Agreement, such discovery shall constitute a changed condition. Cesare's scope of services and fee schedule will require amendment prior to proceeding or the Agreement may be terminated. Should the discovery of any known or suspected hazardous material require Cesare to take immediate measures to protect health and safety, Client agrees to compensate Cesare for all costs incidental to taking such measures and for any equipment or replacement required. Client agrees to make any disclosure required by law to appropriate governmental agencies. Furthermore, Client agrees to defend, indemnify, and hold Cesare harmless from any and all liability arising from discovery by anyone of any known or suspected hazardous materials. SEVERABILITY Any provision of this Agreement later held to be unenforceable, void, or voidable, in litigation proceedings, shall be stricken and all remaining provisions shall continue in full force and effect. APPLICABLE LAW The law of the State of Colorado shall govern the validity of this Agreement, including its interpretation and performance. This document shall be the entire Agreement and shall supersede any other Agreement between Client and Cesare relating to the subject matter thereof. In case of a conflict or inconsistency between this Agreement and any other contract documents, this Agreement shall control. Notwithstanding any other provision in this Agreement, in the event Cesare begins performance of the activities addressed by this Agreement, this Agreement shall be deemed to be in effect and enforceable, regardless of whether either party has signed this Agreement. F201109 Neighbor's Point Park Proposal 11.16.20 7