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HomeMy WebLinkAbout13-188 - PBS Engineering & Environmental - Environmental Services / Urban Renewal SiteCity of Tukwila Agreement Number: 13- 188(c) Council Approval N/A 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment #3 Between the City of Tukwila and PBS Engineering + Environmental That portion of Contract No. 13 -188 between the City of Tukwila and Engineering + Environmental is amended as follows: 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit B provided that the total amount of payment to the Consultant shall not exceed $21,000.00 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the, City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. All other provisions of the contract shall remain in full force and effect. DATED this ,_) day of CITY OF TUKWILA CONSULTANT By: Harry Goren, f Project Manager City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 13-188(b) Agreement Number: Council Approval N/A CONTRACT FOR SERVICES Amendment #2 Between the City of Tukwila and PBS Engineering + Environmental That portion of Contract No. 13-188 between the City of Tukwila and Engineering + Environmental is amended as follows: Section 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effective for a period commencing upon execution and ending December 31, 2015, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than the date specified in the notice to proceed unless an extension of such time is granted in writing by the City. All other provisions of the contract shall remain in full force and effect. DATED this TP day of C) c1-0b024- , 2014. CITY OF TUKWILA 91/Ma M( Jim Hag ATTEST/AUTHENTICATED: City Clerk, Thisty O'Flaherty APPROVED AS TO FORM: LW- Rachel Turpin, City Attorney CONSULTANT By: Harry Goren, r. Project Manager City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: 13- 188(a) Council Approval N/A CONTRACT FOR SERVICES Amendment #1 Between the City of Tukwila and PBS Engineering + Environmental That portion of Contract No. 13 -188 between the City of Tukwila and Engineering + Environmental is amended as follows: Section 2. Scope of Services. The original Scope of Services, Exhibit A to the Contract No. 13 -188 is hereby modified to add a Phase 1 Environmental Site Assessment for 3747 South 146th Street Tukwila WA 98168 Parcel No. 0040000911. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. Section 4. Payment. The original Payment Schedule, Exhibit B to Contract No. 13 -188 is hereby modified to identify Business Name 5 as Traveler's Choice Motel Property Address 3747 South 146th Street Tukwila WA 98168. All other provisions of the contract shall remain in full force and effect. DATED this 1 day of CITY OF TUKWILA , Jim H 4,1fua ,2014. ATTEST /AUTHENTICATED: City Clerk, Chris P 0' aherty APPROVED AS TO FORM: 0 fice of the City Attorney CONSULTANT By: Harry Goren, Project Manager 1SA—a ?-0qA'eei2')L' Exhibit A -1 IMMONIONNOMINNIniMil PBS January 17, 2014 Engineering + Environmental City of Tukwila Public Works Attn: Joyce Trantina Michael Cusick 6300 Southcenter Boulevard, Suite 100 Tukwila, Washington 98188 Via Email: joyce.trantina @tukwilawa.gov michael.cusick @tukwilawa.gov Re: Proposal to Provide a Phase I Environmental Site Assessment 3747 South 146th Street, Tukwila, Washington 98168 PBS Proposal No. PRWA25506 Dear Ms. Trantina: PBS Engineering and Environmental Inc. (PBS) is pleased to submit this proposal (PBS Proposal) to provide Phase I Environmental Site Assessment (ESA) services for the above - referenced property. It is understood that the subject property consists of one tax parcel and is occupied by a vacant motel known as Travelers Choice Motel. The following scope of services and compensation are based on PBS' understanding of current structures, site conditions, and usage. PROJECT APPROACH The scope of services follows requirements of the United States Environmental Protection Agency (EPA's) All Appropriate Inquiries (AAI) Rule, effective November 2013, to establish protection from CERCLA liability for innocent landowners, bona fide prospective purchasers, and contiguous property owners. This scope will also follow ASTM Standard E1527 -13 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, which the EPA approves as meeting AAI requirements. PBS investigators meet the Environmental Professional criteria, and bring many years of diverse experience to this project. A more detailed scope of services is provided as an attachment to this proposal. Please review this section carefully. COMPENSATION • Phase I Environmental Site Assessment (Flat Fee) $3,000 The cost of reproduction, disposable equipment, mileage and postage are included in the above lump sum. One PDF of the final report will be provided. See Checklist option if a hard copy is desired. This estimate includes the following assumptions: • Cost for title report or chain of title report is not included. • Report revisions or amendments after the report is finalized, as a result of information not available to PBS during the project, will be charged on a time and material fee scale. 2517 Eastlake Avenue East, Suite 100, Seattle, WA 98102 206.233.9639 Main 866.727.0140 Fax www.pbsenv.com Bend 1 Boise I Coos Bay 1 Eugene 1 Portland 1 Seattle 1 Tri- Cities 1 Vancouver Joyce Trantina Michael Cusick, City of Tukwila Public Works Re: Phase I Environmental Site Assessment January 17, 2014 Page 2 • PBS provides recommendations in our Phase I ESA reports, unless instructed otherwise. See Checklist option if a separate recommendation letter is preferred. • Other services provided on a time and material fee scale include draft reports, additional report hard copies, and in- person client- requested meetings to discuss findings. • Reliance letter to third parties is provided at $250 each. This is in addition to the proposed cost estimate. The indicated fee and terms under which PBS' services are provided will be in accordance with the attached "Phase I ESA: Terms and Conditions for Professional Services ( "Terms and Conditions ")" revised March 2012, which together with this PBS Proposal comprise the entire Agreement ( "Agreement ") between the parties. The Agreement may not be changed without the prior written consent of the parties. The data and information contained in this document are proprietary and shall not be duplicated, used or disclosed, in whole or in part, to other parties without PBS' permission. SCHEDULE PBS anticipates that its services can be started immediately upon receipt of a signed copy of this Agreement. The scope of services will be completed in approximately three weeks of receiving the signed Agreement. Please review Agency File Check in the Scope of Services attachment regarding potential impacts to this schedule. Please contact me if this schedule does not meet your requirements. APPROVAL You may indicate acceptance of this Agreement by returning a signed copy or a purchase order incorporating the terms of the Agreement. A full, signed copy of the Agreement, Project Checklist, and Client Questionnaire can be emailed (harry.goren @pbsenv.com) or faxed to my attention at 866.727.0140. PBS appreciates the opportunity to submit its proposal to you and looks forward to your favorable consideration. If you have any questions or wish to further discuss the project, please contact me at 206.233.9639. Sincerely, PBS Engineering and Environmental Inc. Harry Goren Senior Project Manager ACCEPTED BY: Signature Name (Please Print) Title Date Attachments: Project Checklist Client Questionnaire Scope of Services and Limitation of Scope Phase I ESA: Terms and Conditions for Professional Services (Rev.03/2012) L \Seattle \Proposals \WA25506.Tukwila Travelers Choice Motel Phl.docx PBS Engineering + Environmental Site Address: 3747 South 146th Street, Tukwila, Washington 98168 Please provide the following information necessary to conduct the Phase I ESA. Why is this Phase I ESA being performed? ❑ to obtain financing ❑ prior to selling this property ❑ to refinance ❑ other PROJECT CHECKLIST For site access /info, who should PBS contact? PBS should address report to: (Include the lender name if appropriate) Where should report be sent? The following documents are useful to PBS when completing this assessment. Please provide if available: • Preliminary Title Report / Chain of Title • Previous Environmental Assessments or reports • Tax map, legal description, aerial photograph • Special requirements for the assessment, such as from the lender Phase I ESAs assess CERCLA liability. Building and land- related environmental conditions may contribute to non - CERCLA "business environmental risks," and can include vapor migration, asbestos, lead -based paint, mold, radon, wetlands, etc. Please note below if you would like PBS to incorporate additional items that are not included in this proposal, and we will contact you to discuss the scope and fee. ❑ NO. I am not interested in assessment of potential Business Environmental Risks at this time. OR ❑ YES. I am interested in the following: Asbestos - containing materials/ O &M Plan ❑ Health and safety audit PCBs or Lead in paint ❑ CARA Hydrogeological Study Drinking water quality ❑ NEPA/SEPA survey Radon ❑ Wetland determination / delineation Mold assessment ❑ Cultural and historic resources survey Regulatory compliance audit ❑ Greenhouse gas emissions /carbon footprint On -site drywelis registration (UICs) ❑ Water rights evaluation Vapor encroachment assessment per ASTM ❑ Geotechnical evaluation E2600 -10 Separate Recommendation Letter ❑ One hard copy of report ❑ ❑❑❑❑0000 Name of person completing this form: Date: PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE This form is the User Questionnaire, as defined and required by ASTM E1527 -13. The "User" is the party seeking to use the Phase I Environmental Site Assessment; this typically is NOT the current property owner. The User's responses to these questions are an important element to meeting the All Appropriate Inquiry rule. It is acceptable to write "Do not know." PROPERTY ADDRESS: FORM COMPLETED BY: RELATIONSHIP TO PROPERTY: 3747 South 146th Street, Tukwila, Washington 98168 QUESTIONNAIRE Please complete this information to the best of your knowledge. 1. Are you aware of any environmental cleanup liens against the property that are filed under federal, tribal, state or local law? ❑ Yes El No (summarize below if yes) 2. Are you aware of any Activity and Land Use Limitations (AULs), such as engineering controls, land use restrictions or institutional controls that are in place at the site and /or have been filed or recorded in a registry under federal, tribal, state or local law? ❑ Yes ❑ No (summarize below if yes) 3. As the User of this Environmental Site Assessment, do you have any specialized knowledge or experience related to the property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the property or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by that type of business? 4. Does the purchase price being paid for this property reasonably reflect the fair market value of the property? ❑ Yes ❑ No If you conclude that there is a difference from fair market value, is the lower price because contamination is known or believed to be present at the property? PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE 5. Are you aware of commonly known or reasonably ascertainable information about the property that would help the Environmental Professional to identify conditions indicative of releases or threatened releases? For example: Do you know the past uses of the property? Do you know of specific chemicals that are present or once were present at the property? Do you know of any spills or other chemical releases that have taken place at the property? Do you know of any environmental cleanups that have taken place at the property? Any other environmentally - significant information? 6. Based on your knowledge and experience related to the property, are there any obvious indicators that point to the presence or likely presence of contamination at the property? Signature: Date: Please Print Name: Title: Company (if applicable): PBS Engineering + Environmental PBS Phase I ESA — Scope of Services SCOPE OF SERVICES AND LIMITATIONS The scope of services for this project includes a review of applicable environmental databases, a review of readily available records to document the past and current uses of the subject property and adjoining properties, interviews with persons with knowledge of the site, a site reconnaissance, and a final report summarizing PBS' findings and conclusions. PBS will provide the following specific scope of services for the property: 1. Initial Meeting: Meet or talk with the property owner or other key personnel to further discuss the project and to obtain any information that may be relevant to the site or adjoining land. Interviews with past owners, occupants, and operators of the site will also be conducted. An environmental questionnaire will be submitted to the current owner for completion, as well as other persons identified as having specific knowledge of the site. • In order to qualify as AAI and meet ASTM E1527 -13 requirements, it is understood that the Client will complete the Client (User) Questionnaire. 2. Agency File Check: Using a commercial database search provider, obtain a search of federal, state, tribal, and local listings or records per ASTM E1527 -13 and AAI requirements, including Activity and Use Limitations databases, to identify known hazardous substance violations, contaminant discharges and other environmental problems for varying distances based upon their relative potential impact to the subject property. • PBS relies on readily available electronic database information whenever possible. A physical file review may be undertaken if needed to resolve specific questions regarding the subject property or adjoining properties. In the event that file review requires travel more than 30 miles from PBS' nearest branch office, a travel time and mileage charge would be assessed. • In the event in- person file review is deemed critical to assessment of the subject property, PBS will schedule an appointment with the agency as soon as feasible. If the appointment date requires an extension of the noted time frame for project completion, we will immediately discuss this with the Client. 3. Geologic Research: Review available soils, geology, engineering, groundwater or other reports regarding the property and the immediate vicinity. 4. Historical Review: Review aerial photographs of the site and adjacent property to assess previous site conditions and operations (if available). Other historical information that may be reviewed includes Sanborn fire maps, city directories, building permits, or property chain of title information or preliminary title report (if provided by the Client) to determine history of usage. Whenever feasible, the history of the property will be traced to 1940 or to a time prior to its earliest developed use, whichever is earlier. 5. Physical Inspection: An Environmental Professional (EP) or qualified staff working under the guidance of an EP, will conduct one site visit, during which the property and any structures will be visually and /or physically observed for potentially hazardous substances existing in the past or present. A field checklist will be completed, and pertinent observations related to potential environmental conditions on the subject property and the adjoining properties will be recorded. Interviews with the owner, previous owner, on -site personnel, tenants and other persons familiar with the history of the area will be conducted, as necessary. 6. Report: A report will be prepared containing observations and conclusions relating to the apparent environmental conditions of the site. The report will include a description of the site and conditions encountered, topographic area map and local site and vicinity plan, and documentation of resources PBS Engineering + Environmental SCOPE OF SERVICES AND LIMITATIONS including interviews, regulatory and historic records reviewed, data gaps, opinion, and conclusions. As required by ASTM E1527 -13, the content will include all documents that formed PBS' opinion. If appropriate, recommendations will be made in the text of the report, unless PBS is directed otherwise by the Client (See Checklist for option). PBS Phase I ESA - Limitations The purpose of this phase of the work is to determine if more in -depth studies are to be developed. Observations will be made based on the best available information by trained professionals. It is not intended to be a comprehensive determination of all potential liabilities associated with a particular property, nor is it represented as a legal opinion as to the Client's performance of "due diligence" concerning the purchase of real estate. Unless otherwise specified, the scope of services does not include a review /opinion of legal instruments such as indemnification agreements, purchase and sale agreements, liens, and etc. Its cursory nature is to be noted by all parties. Unless noted elsewhere in this proposal, the scope of services for the project does not address a number of potentially significant environmental issues including, but not limited to, hazardous materials audit, environmental compliance; vapor encroachment assessment per ASTM standard E2600 -10, formaldehyde or radon; asbestos, lead -based paint, PCB containing building materials, mold, wetlands and other land use issues, drinking water quality, geotechnical or geologic hazards, nor does it include subsurface exploration or chemical screening of soil and groundwater beneath the site. It is standard practice in the industry to use a commercial database search provider to meet the database search requirements of the ASTM Method. Although PBS reviews their work, the database provider's report is subject to the limitations, constraints, inaccuracies, and incompleteness of government information and of computer mapping data and conventions; and any disclaimer of liability made in the database report. The database report is included in an Appendix to the PBS report. The findings and conclusions of the report are not scientific certainties, but rather are probabilities based on professional judgment concerning the significance of the data gathered during the course of the study. PBS is not able to represent that the subject property or adjoining land contain no hazardous substances, oil or other latent condition beyond that detected or observed by PBS during the study. The possibility always exists for contaminants to migrate undetected through surface water, air, soil, or groundwater. The ability to accurately address the environmental risk associated with transport in these media is beyond the scope of this study. PBS Engineering + Environmental PHASE I ESA: GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES These General Terms and Conditions for Professional Services ( "Terms and Conditions ") are attached to and made part of the PBS Engineering and Environmental Inc. (PBS) letter proposal outlining PBS' specific scope of services ( "PBS Proposal "). Hereafter the PBS Proposal once signed by both PBS and Client (together the "Parties ") and these Terms and Conditions shall be read and interpreted together and referred to together as the "Agreement" between the Parties. If there are any inconsistencies between language in the PBS Proposal and in these Terms and Conditions, the language of these Terms and Conditions shall prevail. The purpose of these Terms and Conditions is to identify basic contractual obligations of PBS and Client under the Agreement for Phase I ESA consulting services, whereby PBS would be acting in the role of Consultant/Owner Representative for Client. Individual projects may require additional detailed descriptions of services and associated Terms and Conditions, to be provided in subsequent PBS Proposals. 1. RIGHT OF ENTRY: Unless otherwise agreed, the Client will furnish PBS right -of -entry on real property and be responsible for the propriety of the time, place, and manner of PBS' entry upon the real property and any buildings or structures where PBS is to perform its services ("Property "). PBS will take reasonable precautions to minimize damage to the Property from use of equipment, but PBS has not included in the fee the cost of restoration of the Property, unless specifically included in the Proposal. If the Client desires PBS to restore the Property to its approximate former condition, PBS will accomplish this and add the cost plus 15 percent to its fee. 2. WORKER'S COMPENSATION INSURANCE AND LIABILITY INSURANCE: PBS will provide Worker's Compensation insurance (and /or Employer's Liability insurance) as required by state statutes. PBS carries Comprehensive General Liability insurance which, subject to its terms and limits, may provide protection against liability relating to bodily injury or property damage arising out of PBS operations. PBS makes no representations or warranties concerning the effect, applicability or scope of such insurance. Upon request in writing by Client to PBS, PBS will request its insurer to name Client as an additional insured on such policies and to issue certificates to Client to that effect. PBS makes no representations or warranties regarding any act by its insurer(s) and shall not be responsible for performing any act with respect to such insurance not specifically called for by this paragraph. 3. PROFESSIONAL LIABILITY AND LIMITATION THEREOF: This paragraph relates only to Professional Liability and not General Liability. In performing its professional services, PBS will use that standard of care and skill ordinarily recognized under similar circumstances by members of its profession in the state and region at the time the services are performed. No other warranty, either expressed or implied, is made in connection with its rendering of professional services. 4. CONTRACTED WORK: PBS, including its subconsultants and subcontractors, is retained hereunder for the limited purpose of performing certain environmental surveys, providing the results of such surveys to Client, and making recommendations with respect to the data produced by the surveys. PBS is not responsible for the health and safety of Client's personnel or other persons present on the Property to be investigated. PBS is not responsible (a) for the overall environmental status of Client's project, (b) for the property Client owns or leases or may be interested in purchasing or leasing, (c) for the interpretation of the PBS report results by others, (d) for any use of PBS reports by Client or others except as specifically set forth herein, or (e) for any other matter not encompassed in the specific scope of work in this Agreement agreed to by PBS and Client. Any unauthorized use or distribution of PBS' work shall be at the Client and recipient's sole risk. If Client desires to release, or for PBS to provide, PBS' report(s) to a third party not a party to this Agreement for that party's reliance, PBS will agree to such a release provided PBS receives written acceptance from such third party to be bound by terms and conditions similar to those set forth in this Agreement, in addition to a fee for providing PBS reports to a new party. The Client shall indemnify, defend and hold harmless PBS and its subconsultants and subcontractors from any claims, damages, costs, losses and expenses, including but not limited to attorney fees and costs of arbitrations, mediations, trials, or appeals arising out of unauthorized or third party use of PBS' reports. 5. RETENTION OF RECORDS AND SAMPLES: PBS will retain all Phase I ESA project records for a period of 10 years after completion of the scope of work, unless the Client indicates otherwise. Any material samples that have been collected will be discarded 30 days after submission of PBS' final report unless other arrangements are made. 6. PAYMENTS TO CONSULTANT: Invoices will be submitted periodically for prior services. An account will become delinquent 30 days after date of billing. It is agreed that a late charge will be added to delinquent accounts at the rate of one - and - one -half percent (1 -1/2 %) for each thirty days delinquent (provided the rate of such late charge shall not exceed the maximum allowable by the laws of the state in which the PBS office submitting the invoice is located). 7. RATE SCHEDULE: Generally PBS' Phase I ESA services are billed on a flat fee basis. Time and materials fees for services are based on the number of hours expended on the project, including travel, by PBS personnel plus any reimbursable expenses. PBS' hourly rates will be billed as stated in its proposal or at its current hourly rates (available upon request). Invoices will include sales tax when required. L: \Contracting \Client Agreement \2. Master Client Agreements, Terms & Conditions \TermsandConditions3ESA_032812 Page 1 Rev. 03 /2012 C. PBS Engineering + Environmental 8. REIMBURSABLE EXPENSES: A. ESA - Related Outside Services. Subcontracted services such as those subconsultants and subcontractors, labor, and technical services will be invoiced at cost plus 15 percent. Examples of services that may be subcontracted include other professional disciplines, laboratory analysis, geophysical surveys, commercial database search providers, or computer programming. B. Supplies and Equipment. Charges for items not ordinarily furnished by PBS such as expendable equipment, rental equipment, subsistence, travel expenses, tolls, special fees, reproduction, permits, licenses, priority mail fees, and long distance and wireless telephone calls will be invoiced at cost plus 10 %. Certain PBS -owned equipment (for sampling, testing, personal protective equipment, vehicle mileage, photocopying, etc.) may be required to complete the project. These will be invoiced at PBS' standard rates without markup (rates available upon request). C. Laboratory. PBS utilizes both in -house and outside laboratories for sample analysis. PBS maintains a list of standard rates for sample analyses commonly utilized in conjunction with PBS' services (available upon request). 9. OTHER PROVISIONS: Neither party shall hold the other responsible for delay in performance caused by acts of God, strikes, lockouts, weather, accidents or other events beyond the control of the other or the other's employees and agents. Waiver by one party of any provision, term, condition or covenant owed to it by the other party is to be made only by providing written notice to the other party and such waiver shall not be construed by the first party as a waiver of a subsequent breach of the same provision, term, condition or covenant by the other party. This Agreement supersedes any contract language which may be issued by Client as a matter of standard purchasing protocol without regard to the unique nature of professional services to be rendered by PBS. An opinion of construction, remediation and restoration costs prepared by PBS represents its judgment as a professional. Since PBS has no control over the cost of labor and material, or over competitive bidding or market conditions, PBS does not guarantee the accuracy of its opinion as compared to contractor bids of actual cost to the Client. It is understood and agreed by both parties that PBS, in performing professional services for the Client with respect to hazardous or microbial substances, will make recommendations to the Client but does not have the authority or responsibility to decide where disposal or treatment of such substances takes place, nor to designate how or by whom the hazardous or microbial substances are to be transported for disposal or treatment. It is understood that PBS is not the generator or site operator and does not own nor is it the arranger for disposal of the hazardous waste or other materials discovered, handled or removed from the Property. To the extent required by law, Client agrees to provide timely disclosure to appropriate public agencies of any information regarding the Property (obtained from PBS or from other sources) where such disclosure may be necessary to prevent damage to human health, safety, or the environment. Client agrees that PBS and its subconsultants and subcontractors are not responsible for the creation of the condition(s) PBS is being asked to investigate and that it would be unfair for PBS to be exposed to claims of injury or damage as a result of the conditions. In addition, Client understands that it is possible that exploration and investigation may fail to reveal the presence, location or source of the condition(s) being investigated even when the condition(s) is assumed or expected to exist. Client understands that PBS' failure to discover and /or locate the condition(s) or the spread of the condition(s) through appropriate techniques does not guarantee that the condition(s) does or does not exist. Client agrees that it would be unfair to hold PBS liable for creating the condition(s) or the spread of the condition(s) providing PBS meets a reasonable standard of care in completing the work set out in the PBS Proposal. Accordingly, Client waives any claims against PBS and its subconsultants and subcontractors, and agrees to defend, indemnify and hold harmless PBS and its subconsultants and subcontractors from any and all claims or liability for injury to person or property or loss arising from the creation of the condition(s) or the unintentional exacerbation of the condition(s) by PBS, the exacerbation of hazardous conditions by others, the discovery of any condition, location of any condition and /or allowing any condition to exist. Client also agrees to fairly compensate PBS and its subconsultants and subcontractors for any time spent and expenses incurred in the defense of any such claim. Notwithstanding any provisions in the Agreement to the contrary, PBS' liability for all acts and omissions related to its provision of services to Client under the terms of this Agreement shall be limited to $50,000, and in no circumstances shall such liability of PBS include special or consequential damages. PBS does not provide legal opinions, and recommends Client seek legal counsel for advice on issues such as the appropriateness of a particular scope of work to minimize legal liability, reportability of a condition to a public agency, potential cost recovery from responsible parties, and to assess the value of maintaining attorney /client privilege for work conducted under this Agreement. In the event there is a dispute between PBS and the Client concerning the performance of any provision in this Agreement, the losing party shall pay the prevailing party reasonable attorney's fees and costs in mediation, arbitration, trial or appeal. In addition, Client agrees to pay PBS for all employee time, costs, and witness costs incurred for collection activity. This Agreement can be terminated at any time by either party. If terminated prior to the completion of a scope of work, PBS shall be entitled to its portion of fees for any work performed in accordance with its current rate schedule. En L: \Contracting \Client Agreement \2. Master Client Agreements, Terms & Conditions \TermsandConditions3ESA_032812 Page 2 Rev. 03 /2012 Business Name Exhibit B -1 Payment Schedule Property Address Maximum Flat Fee 1 Sam Smoke Shop 14452 Tukwila International Boulevard $3,000 2 Spruce Motel 14442 Tukwila International Boulevard $3,000 3 Boulevard Motel 14440 Tukwila International Boulevard $3,000 4 Great Bear Motel 14420 Tukwila International Boulevard $3,000 5 Traveler's Choice Motel 3747 South 146th Street $3,000 6 To be named later $3,000 Additional Costs Based on time and materials $2,000 PBS ENGINEERING +ENVIRONMENTAL AMENDMENT #1 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: 18_188 Council Approval N/A CONSULTANT AGREEMENT FOR ENVIRONMENTAL REVIEW SERVICES THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City ", and PBS Engineering + Environmental, hereinafter referred to as "the Consultant ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform environmental services in connection with the project titled Urban Renewal. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31, 2014, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than the date specified in the notice to proceed unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $20,000.00 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. Si la r.%‘&,10A- 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. 6. Compliance with Laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. 7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile Liability insurance shall cover all owned, non - owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. W:PW Eng /Projects /A- BG/Tukwila Village 90030222 /Consultant Agreement PBS 103013 Page 2 2. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Professional Liability insurance shall be appropriate to the Consultant's profession. B. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any Insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. D. Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. Certificates of coverage and endorsements as required by this section shall be delivered to the City within fifteen (15) days of execution of this Agreement. E. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. F. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 9. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. W:PW Eng /Projects /A- BG/Tukwila Village 90030222 /Consultant Agreement PBS 103013 Page 3 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. 12. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 13. Non - Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 14. Termination. A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Consultant. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 16. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. W:PW Eng /Projects /A- BG/Tukwila Village 90030222 /Consultant Agreement PBS 103013 Page 4 17. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: PBS Engineering + Environmental 2517 Eastlake Avenue East, Suite 100 Seattle, WA 98102 18. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. DATED this day of 1 Q,C (2.r►- bi2 / , 2013. CITY OF TUKWILA CONSULTANT May im Hagge Attest/Authenticated: City Clerk, isty O'Flaherty By: ../1-4.1%"'1'? Printed Name: .1pv(2, 7 J Title: Approved as to Form: Office of the City Attorney W:PW Eng /Projects /A- BGITukwila Village 90030222 /Consultant Agreement PBS 103013 Page 5 PBS May 21, 2013 EXHIBIT A Engineering + Environmental Est. 1982 City of Tukwila Public Works Department Attn: Michael Cusick 6300 Southcenter Boulevard, Suite 100 Tukwila, WA 98188 Via Email: michael.cusick @tukwilawa.gov Re: Proposal to Provide a Phase I Environmental Site Assessment 14420 Tukwila International Boulevard, Tukwila, WA 98168 PBS Proposal No. PRWA25182 Dear Cusick: PBS Engineering and Environmental Inc. (PBS) is pleased to submit this proposal (PBS Proposal) to provide Phase I Environmental Site Assessment (ESA) services for the above - referenced property. It is understood that the subject property consists of one tax parcel and is occupied by a motel known as Great Bear Motel. The following scope of services and compensation are based on PBS' understanding of current structures, site conditions, and usage. PROJECT APPROACH The scope of services follows requirements of the United States Environmental Protection Agency (EPA's) All Appropriate Inquiries (AAI) Rule, effective November 2006, to establish protection from CERCLA liability for innocent landowners, bona fide prospective purchasers, and contiguous property owners. This scope will also follow ASTM Standard E1527 -05 Standard Practice for Environmental Site Assessments: Phase 1 Environmental Site Assessment Process, which the EPA approves as meeting AAI requirements. PBS investigators meet the Environmental Professional criteria, and bring many years of diverse experience to this project. A more detailed scope of services is provided as an attachment to this proposal. Please review this section carefully. COMPENSATION o Phase I Environmental Site Assessment (Flat Fee) $ 3,000 The cost of reproduction, disposable equipment, mileage and postage are included in the above lump sum. One PDF and /or CD containing the final report will be provided. See Checklist option if a hard copy is desired. This estimate includes the following assumptions: • Cost for title report or chain of title report is not included. • Report revisions or amendments after the report is finalized, as a result of information not available to PBS during the project, will be charged on a time and material fee scale. 2517 Eastlake Avenue East, Suite 100, Seattle, WA, 98102 206.233.9639 Main 866.727.0150 Fax www.obsenv.com Bend I Boise I Coquille I Eugene I Portland Seattle I Tri- Cities 1 Vancouver ' Michael Cusick, City of Tukwila Public Works Department Re: Phase I Environmental Site Assessment May 21, 2013 Page 2 • PBS provides recommendations in our Phase I ESA reports, unless instructed otherwise. See Checklist option if a separate recommendation letter is preferred. • Other services provided on a time and material fee scale include draft reports, additional report hard copies, and in- person client- requested meetings to discuss findings. • Reliance letter to third parties is provided at $250 each. This is in addition to the proposed cost estimate. The indicated fee and terms under which PBS' services are provided will be in accordance with the attached "Phase I ESA: Terms and Conditions for Professional Services ( "Terms and Conditions ")" revised March 2012, which together with this PBS Proposal comprise the entire Agreement ( "Agreement ") between the parties. The Agreement may not be changed without the prior written consent of the parties. The data and information contained in this document are proprietary and shall not be duplicated, used or disclosed, in whole or in part, to other parties without PBS' permission. SCHEDULE PBS anticipates that its services can be started immediately upon receipt of a signed copy of this Agreement. The scope of services will be completed in approximately three weeks of receiving the signed Agreement or upon a mutually- agreed schedule. Please review Agency File Check in the Scope of Services attachment regarding potential impacts to this schedule. Please contact me if this schedule does not meet your requirements. APPROVAL You may indicate acceptance of this Agreement by returning a signed copy or a purchase order incorporating the terms of the Agreement. A full, signed copy of the Agreement, Project Checklist, and Client Questionnaire can be emailed (harry.goren @pbsenv.com) or faxed to my attention at 866.727.0140. PBS appreciates the opportunity to submit its proposal to you and looks forward to your favorable consideration. If you have any questions or wish to further discuss the project, please contact me at 206.233.9639. Sincerely, ACCEPTED BY: PBS Engineering and Environmental Inc. Harry Goren Signature Senior Project Manager Name (Please Print) Title Date Attachments: Project Checklist Client Questionnaire Scope of Services and Limitation of Scope Phase I ESA: Terms and Conditions for Professional Services (Rev.03/2012) L: \Seattle \Proposals \WA25182.Tukwila Public Works Great Bear 14420 TIB Phl.docx PBS Engineering + Environmental Site Address: 14420 Tukwila International Boulevard, Tukwila, WA 98168 Please provide the following information necessary to conduct the Phase I ESA. PROJECT CHECKLIST Why is this Phase I ESA being performed? ❑ to obtain financing ❑ prior to selling this property ❑ to refinance ❑ other For site access /info, who should PBS contact? PBS should address report to: (Include the lender name if appropriate) Where should report be sent? The following documents are useful to PBS when completing this assessment. Please provide if available: • Preliminary Title Report / Chain of Title • Previous Environmental Assessments or reports • Tax map, legal description, aerial photograph • Special requirements for the assessment, such as from the lender Phase I ESAs assess CERCLA liability. Building and land- related environmental conditions may contribute to non - CERCLA "business environmental risks," and can include vapor migration, asbestos, lead -based paint, mold, radon, wetlands, etc. Please note below if you would like PBS to incorporate additional items that are not included in this proposal, and we will contact you to discuss the scope and fee. ❑ NO. I am not interested in assessment of potential Business Environmental Risks at this time. OR ❑ YES. I am interested in the following: ❑ Asbestos - containing materials/ O &M Plan ❑ Lead -based paint ❑ Drinking water quality ❑ Radon ❑ Mold assessment ❑ Regulatory compliance audit ❑ On -site drywells registration (UICs) ❑ Vapor encroachment assessment per ASTM E2600 -10 ❑ Separate Recommendation Letter Name of person completing this form: Date: ❑ Health and safety audit ❑ CARA Hydrogeological Study ❑ NEPA /SEPA survey ❑ Wetland determination / delineation ❑ Cultural and historic resources survey ❑ Greenhouse gas emissions /carbon footprint ❑ Water rights evaluation ❑ One hard copy of report ($50) PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE This form is the User Questionnaire, as defined and required by ASTM E1527 -05. The "User" is the party seeking to use the Phase I Environmental Site Assessment; this typically is NOT the current property owner. The User's responses to these questions are an important element to meeting the All Appropriate Inquiry rule. It is acceptable to write "Do not know." PROPERTY ADDRESS: FORM COMPLETED BY: RELATIONSHIP TO PROPERTY: 14420 Tukwila International Boulevard, Tukwila, WA 98168 QUESTIONNAIRE Please complete this information to the best of your knowledge. Are you aware of any environmental cleanup liens against the property that are filed under federal, tribal, state or local law? ❑ Yes ❑ No (summarize below if yes) 2. Are you aware of any Activity and Land Use Limitations (AULs), such as engineering controls, land use restrictions or institutional controls that are in place at the site and /or have been filed or recorded in a registry under federal, tribal, state or local law? ❑ Yes ❑ No (summarize below if yes) 3. As the User of this Environmental Site Assessment, do you have any specialized knowledge or experience related to the property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the property or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by that type of business? 4. Does the purchase price being paid for this property reasonably reflect the fair market value of the property? ❑ Yes ❑ No If you conclude that there is a difference from fair market value, is the lower price because contamination is known or believed to be present at the property? PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE 5. Are you aware of commonly known or reasonably ascertainable information about the property that would help the Environmental Professional to identify conditions indicative of releases or threatened releases? For example: Do you know the past uses of the property? Do you know of specific chemicals that are present or once were present at the property? Do you know of any spills or other chemical releases that have taken place at the property? Do you know of any environmental cleanups that have taken place at the property? Any other environmentally - significant information? 6. Based on your knowledge and experience related to the property, are there any obvious indicators that point to the presence or likely presence of contamination at the property? Signature: Date: Please Print Name: Title: Company (if applicable): PBS Engineering + Environmental PBS Phase I ESA — Scope of Services SCOPE OF SERVICES AND LIMITATIONS The scope of services for this project includes a review of applicable environmental databases, a review of readily available records to document the past and current uses of the subject property and adjoining properties, interviews with persons with knowledge of the site, a site reconnaissance, and a final report summarizing PBS' findings and conclusions. PBS will provide the following specific scope of services for the property: 1. Initial Meeting: Meet or talk with the property owner or other key personnel to further discuss the project and to obtain any information that may be relevant to the site or adjoining land. Interviews with past owners, occupants, and operators of the site will also be conducted. An environmental questionnaire will be submitted to the current owner for completion, as well as other persons identified as having specific knowledge of the site. • In order to qualify as AAI and meet ASTM E1527 -05 requirements, it is understood that the Client will complete the Client (User) Questionnaire. 2. Agency File Check: Using a commercial database search provider, obtain a search of federal, state, tribal, and local listings or records per ASTM E1527 -05 and AAI requirements, including Activity and Use Limitations databases, to identify known hazardous substance violations, contaminant discharges and other environmental problems for varying distances based upon their relative potential impact to the subject property. • PBS relies on readily available electronic database information whenever possible. A physical file review may be undertaken if needed to resolve specific questions regarding the subject property or adjoining properties. In the event that file review requires travel more than 30 miles from PBS' nearest branch office, a travel time and mileage charge would be assessed. • In the event in- person file review is deemed critical to assessment of the subject property, PBS will schedule an appointment with the agency as soon as feasible. If the appointment date requires an extension of the noted time frame for project completion, we will immediately discuss this with the Client. 3. Geologic Research: Review available soils, geology, engineering, groundwater or other reports regarding the property and the immediate vicinity. 4. Historical Review: Review aerial photographs of the site and adjacent property to assess previous site conditions and operations (if available). Other historical information that may be reviewed includes Sanborn fire maps, city directories, building permits, or property chain of title information or preliminary title report (if provided by the Client) to determine history of usage. Whenever feasible, the history of the property will be traced to 1940 or to a time prior to its earliest developed use, whichever is earlier. 5. Physical Inspection: An Environmental Professional (EP) or qualified staff working under the guidance of an EP, will conduct one site visit, during which the property and any structures will be visually and /or physically observed for potentially hazardous substances existing in the past or present. A field checklist will be completed, and pertinent observations related to potential environmental conditions on the subject property and the adjoining properties will be recorded. Interviews with the owner, previous owner, on -site personnel, tenants and other persons familiar with the history of the area will be conducted, as necessary. 6. Report: A report will be prepared containing observations and conclusions relating to the apparent environmental conditions of the site. The report will include a description of the site and conditions encountered, topographic area map and local site and vicinity plan, and documentation of resources PBS Engineering + Environmental SCOPE OF SERVICES AND LIMITATIONS including interviews, regulatory and historic records reviewed, data gaps, opinion, and conclusions. As required by ASTME 1527 -05, the content will include all documents that formed PBS' opinion. If appropriate, recommendations will be made in the text of the report, unless PBS is directed otherwise by the Client (See Checklist for option). PBS Phase I ESA - Limitations The purpose of this phase of the work is to determine if more in -depth studies are to be developed. Observations will be made based on the best available information by trained professionals. It is not intended to be a comprehensive determination of all potential liabilities associated with a particular property, nor is it represented as a legal opinion as to the Client's performance of "due diligence" concerning the purchase of real estate. Unless otherwise specified, the scope of services does not include a review /opinion of legal instruments such as indemnification agreements, purchase and sale agreements, liens, and etc. Its cursory nature is to be noted by all parties. Unless noted elsewhere in this proposal, the scope of services for the project does not address a number of potentially significant environmental issues including, but not limited to, hazardous materials audit, environmental compliance; vapor encroachment assessment per ASTM standard E2600 -10, formaldehyde or radon; asbestos - containing building materials, lead -based paint, mold, wetlands and other land use issues, drinking water quality, geotechnical or geologic hazards, nor does it include subsurface exploration or chemical screening of soil and groundwater beneath the site. It is standard practice in the industry to use a commercial database search provider to meet the database search requirements of the ASTM Method. Although PBS reviews their work, the database provider's report is subject to the limitations, constraints, inaccuracies, and incompleteness of government information and of computer mapping data and conventions; and any disclaimer of liability made in the database report. The database report is included in an Appendix to the PBS report. The findings and conclusions of the report are not scientific certainties, but rather are probabilities based on professional judgment concerning the significance of the data gathered during the course of the study. PBS is not able to represent that the subject property or adjoining land contain no hazardous substances, oil or other latent condition beyond that detected or observed by PBS during the study. The possibility always exists for contaminants to migrate undetected through surface water, air, soil, or groundwater. The ability to accurately address the environmental risk associated with transport in these media is beyond the scope of this study. PBS Engineering + Environmental PHASE I ESA: GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES These General Terms and Conditions for Professional Services ( "Terms and Conditions ") are attached to and made part of the PBS Engineering and Environmental Inc. (PBS) letter proposal outlining PBS' specific scope of services ( "PBS Proposal "). Hereafter the PBS Proposal once signed by both PBS and Client (together the "Parties ") and these Terms and Conditions shall be read and interpreted together and referred to together as the "Agreement" between the Parties. If there are any inconsistencies between language in the PBS Proposal and in these Terms and Conditions, the language of these Terms and Conditions shall prevail. The purpose of these Terms and Conditions is to identify basic contractual obligations of PBS and Client under the Agreement for Phase I ESA consulting services, whereby PBS would be acting in the role of Consultant/Owner Representative for Client. Individual projects may require additional detailed descriptions of services and associated Terms and Conditions, to be provided in subsequent PBS Proposals. 1. RIGHT OF ENTRY: Unless otherwise agreed, the Client will furnish PBS right -of -entry on real property and be responsible for the propriety of the time, place, and manner of PBS' entry upon the real property and any buildings or structures where PBS is to perform its services ( "Property "). PBS will take reasonable precautions to minimize damage to the Property from use of equipment, but PBS has not included in the fee the cost of restoration of the Property, unless specifically included in the Proposal, If the Client desires PBS to restore the Property to its approximate former condition, PBS will accomplish this and add the cost plus 15 percent to its fee. 2. WORKER'S COMPENSATION INSURANCE AND LIABILITY INSURANCE: PBS will provide Worker's Compensation insurance (and /or Employer's Liability insurance) as required by state statutes. PBS carries Comprehensive General Liability insurance which, subject to its terms and limits, may provide protection against liability relating to bodily injury or property damage arising out of PBS operations. PBS makes no representations or warranties concerning the effect, applicability or scope of such insurance. Upon request in writing by Client to PBS, PBS will request its insurer to name Client as an additional insured on such policies and to issue certificates to Client to that effect. PBS makes no representations or warranties regarding any act by its insurer(s) and shall not be responsible for performing any act with respect to such insurance not specifically called for by this paragraph. 3. PROFESSIONAL LIABILITY AND LIMITATION THEREOF: This paragraph relates only to Professional Liability and not General Liability. In performing its professional services, PBS will use that standard of care and skill ordinarily recognized under similar circumstances by members of its profession in the state and region at the time the services are performed. No other warranty, either expressed or implied, is made in connection with its rendering of professional services. 4. CONTRACTED WORK: PBS, including its subconsultants and subcontractors, is retained hereunder for the limited purpose of performing certain environmental surveys, providing the results of such surveys to Client, and making recommendations with respect to the data produced by the surveys. PBS is not responsible for the health and safety of Client's personnel or other persons present on the Property to be investigated. PBS is not responsible (a) for the overall environmental status of Client's project, (b) for the property Client owns or leases or may be interested in purchasing or leasing, (c) for the interpretation of the PBS report results by others, (d) for any use of PBS reports by Client or others except as specifically set forth herein, or (e) for any other matter not encompassed in the specific scope of work in this Agreement agreed to by PBS and Client. Any unauthorized use or distribution of PBS' work shall be at the Client and recipient's sole risk. If Client desires to release, or for PBS to provide, PBS' report(s) to a third party not a party to this Agreement for that party's reliance, PBS will agree to such a release provided PBS receives written acceptance from such third party to be bound by terms and conditions similar to those set forth in this Agreement, in addition to a fee for providing PBS reports to a new party. The Client shall indemnify, defend and hold harmless PBS and its subconsultants and subcontractors from any claims, damages, costs, losses and expenses, including but not limited to attorney fees and costs of arbitrations, mediations, trials, or appeals arising out of unauthorized or third party use of PBS' reports. 5. RETENTION OF RECORDS AND SAMPLES: PBS will retain all Phase I ESA project records for a period of 10 years after completion of the scope of work, unless the Client indicates otherwise. Any material samples that have been collected will be discarded 30 days after submission of PBS' final report unless other arrangements are made. 6. PAYMENTS TO CONSULTANT: Invoices will be submitted periodically for prior services. An account will become delinquent 30 days after date of billing. It is agreed that a late charge will be added to delinquent accounts at the rate of one - and - one -half percent (1 -1/2 %) for each thirty days delinquent (provided the rate of such late charge shall not exceed the maximum allowable by the laws of the state in which the PBS office submitting the invoice is located). 7. RATE SCHEDULE: Generally PBS' Phase I ESA services are billed on a flat fee basis. Time and materials fees for services are based on the number of hours expended on the project, including travel, by PBS personnel plus any reimbursable expenses. PBS' hourly rates will be billed as stated in its proposal or at its current hourly rates (available upon request). Invoices will include sales tax when required. L: \Contracting \Client Agreement \2. Master Client Agreements, Terms & Conditions \TermsandConditions3ESA_032812 Page 1 Rev. 0322012 PBS Engineering + Environmental 8. REIMBURSABLE EXPENSES: A. ESA - Related Outside Services. Subcontracted services such as those subconsultants and subcontractors, labor, and technical services will be invoiced at cost plus 15 percent. Examples of services that may be subcontracted include other professional disciplines, laboratory analysis, geophysical surveys, commercial database search providers, or computer programming. B. Supplies and Equipment. Charges for items not ordinarily furnished by PBS such as expendable equipment, rental equipment, subsistence, travel expenses, tolls, special fees, reproduction, permits, licenses, priority mail fees, and long distance and wireless telephone calls will be invoiced at cost plus 10%. Certain PBS -owned equipment (for sampling, testing, personal protective equipment, vehicle mileage, photocopying, etc.) may be required to complete the project. These will be invoiced at PBS' standard rates without markup (rates available upon request). C. Laboratory. PBS utilizes both in -house and outside laboratories for sample analysis. PBS maintains a list of standard rates for sample analyses commonly utilized in conjunction with PBS' services (available upon request). 9. OTHER PROVISIONS: Neither party shall hold the other responsible for delay in performance caused by acts of God, strikes, lockouts, weather, accidents or other events beyond the control of the other or the other's employees and agents. Waiver by one party of any provision, term, condition or covenant owed to it by the other party is to be made only by providing written notice to the other party and such waiver shall not be construed by the first party as a waiver of a subsequent breach of the same provision, term, condition or covenant by the other party. This Agreement supersedes any contract language which may be issued by Client as a matter of standard purchasing protocol without regard to the unique nature of professional services to be rendered by PBS. An opinion of construction, remediation and restoration costs prepared by PBS represents its judgment as a professional. Since PBS has no control over the cost of labor and material, or over competitive bidding or market conditions, PBS does not guarantee the accuracy of its opinion as compared to contractor bids of actual cost to the Client. It is understood and agreed by both parties that PBS, in performing professional services for the Client with respect to hazardous or microbial substances, will make recommendations to the Client but does not have the authority or responsibility to decide where disposal or treatment of such substances takes place, nor to designate how or by whom the hazardous or microbial substances are to be transported for disposal or treatment. It is understood that PBS is not the generator or site operator and does not own nor is it the arranger for disposal of the hazardous waste or other materials discovered, handled or removed from the Property. To the extent required by law, Client agrees to provide timely disclosure to appropriate public agencies of any information regarding the Property (obtained from PBS or from other sources) where such disclosure may be necessary to prevent damage to human health, safety, or the environment. Client agrees that PBS and its subconsultants and subcontractors are not responsible for the creation of the condition(s) PBS is being asked to investigate and that it would be unfair for PBS to be exposed to claims of injury or damage as a result of the conditions. In addition, Client understands that it is possible that exploration and investigation may fail to reveal the presence, location or source of the condition(s) being investigated even when the condition(s) is assumed or expected to exist. Client understands that PBS' failure to discover and /or locate the condition(s) or the spread of the condition(s) through appropriate techniques does not guarantee that the condition(s) does or does not exist. Client agrees that it would be unfair to hold PBS liable for creating the condition(s) or the spread of the condition(s) providing PBS meets a reasonable standard of care in completing the work set out in the PBS Proposal. Accordingly, Client waives any claims against PBS and its subconsultants and subcontractors, and agrees to defend, indemnify and hold harmless PBS and its subconsultants and subcontractors from any and all claims or liability for injury to person or property or loss arising from the creation of the condition(s) or the unintentional exacerbation of the condition(s) by PBS, the exacerbation of hazardous conditions by others, the discovery of any condition, location of any condition and /or allowing any condition to exist. Client also agrees to fairly compensate PBS and its subconsultants and subcontractors for any time spent and expenses incurred in the defense of any such claim. Notwithstanding any provisions in the Agreement to the contrary, PBS' liability for all acts and omissions related to its provision of services to Client under the terms of this Agreement shall be limited to $50,000, and in no circumstances shall such liability of PBS include special or consequential damages. PBS does not provide legal opinions, and recommends Client seek legal counsel for advice on issues such as the appropriateness of a particular scope of work to minimize legal liability, reportability of a condition to a public agency, potential cost recovery from responsible parties, and to assess the value of maintaining attorney /client privilege for work conducted under this Agreement. In the event there is a dispute between PBS and the Client concerning the performance of any provision in this Agreement, the losing party shall pay the prevailing party reasonable attorney's fees and costs in mediation, arbitration, trial or appeal. In addition, Client agrees to pay PBS for all employee time, costs, and witness costs incurred for collection activity. This Agreement can be terminated at any time by either party. If terminated prior to the completion of a scope of work, PBS shall be entitled to its portion of fees for any work performed in accordance with its current rate schedule. r Ii Ell L, \Contracting \Client Agreement \2. Master Client Agreements, Terms & Conditions \TermsandConditions3ESA_032812 Page 2 Rev. o312012 PBS May 21, 2013 EXHIBIT Al Engineering + Environmental Est. 1982 City of Tukwila Public Works Department Attn: Michael Cusick 6300 Southcenter Boulevard, Suite 100 Tukwila, WA 98188 Via Email: michael.cusick @tukwilawa.gov Re: Proposal to Provide a Phase I Environmental Site Assessment 14442 Tukwila International Boulevard, Tukwila, WA 98168 PBS Proposal No. PRWA25185 Dear Cusick: PBS Engineering and Environmental Inc. (PBS) is pleased to submit this proposal (PBS Proposal) to provide Phase I Environmental Site Assessment (ESA) services for the above - referenced property. It is understood that the subject property consists of one tax parcel and is occupied by a motel known as Spruce Motel. The following scope of services and compensation are based on PBS' understanding of current structures, site conditions, and usage. PROJECT APPROACH The scope of services follows requirements of the United States Environmental Protection Agency (EPA's) All Appropriate Inquiries (AAI) Rule, effective November 2006, to establish protection from CERCLA liability for innocent landowners, bona fide prospective purchasers, and contiguous property owners. This scope will also follow ASTM Standard E1527 -05 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, which the EPA approves as meeting AAI requirements. PBS investigators meet the Environmental Professional criteria, and bring many years of diverse experience to this project. A more detailed scope of services is provided as an attachment to this proposal. Please review this section carefully. COMPENSATION o Phase I Environmental Site Assessment (Flat Fee) $ 3,000 The cost of reproduction, disposable equipment, mileage and postage are included in the above lump sum. One PDF and /or CD containing the final report will be provided. See Checklist option if a hard copy is desired. This estimate includes the following assumptions: • Cost for title report or chain of title report is not included. • Report revisions or amendments after the report is finalized, as a result of information not available to PBS during the project, will be charged on a time and material fee scale. 2517 Eastlake Avenue East, Suite 100, Seattle, WA 98102 206.233.9639 Main 866.727.0140 Fax www.pbsen,'.com Bend 1 Boise 1 Coquille ( Eugene 1 Portland Seattle 1 Tri- Cities 1 Vancouver Michael Cusick, City of Tukwila Public Works Department Re: Phase I Environmental Site Assessment May 21, 2013 Page 2 • PBS provides recommendations in our Phase I ESA reports, unless instructed otherwise. See Checklist option if a separate recommendation letter is preferred. • Other services provided on a time and material fee scale include draft reports, additional report hard copies, and in- person client- requested meetings to discuss findings. • Reliance letter to third parties is provided at $250 each. This is in addition to the proposed cost estimate. The indicated fee and terms under which PBS' services are provided will be in accordance with the attached "Phase I ESA: Terms and Conditions for Professional Services ( "Terms and Conditions ")" revised March 2012, which together with this PBS Proposal comprise the entire Agreement ( "Agreement ") between the parties. The Agreement may not be changed without the prior written consent of the parties. The data and information contained in this document are proprietary and shall not be duplicated, used or disclosed, in whole or in part, to other parties without PBS' permission. SCHEDULE PBS anticipates that its services can be started immediately upon receipt of a signed copy of this Agreement. The scope of services will be completed in approximately three weeks of receiving the signed Agreement or upon a mutually- agreed schedule. Please review Agency File Check in the Scope of Services attachment regarding potential impacts to this schedule. Please contact me if this schedule does not meet your requirements. APPROVAL You may indicate acceptance of this Agreement by returning a signed copy or a purchase order incorporating the terms of the Agreement. A full, signed copy of the Agreement, Project Checklist, and Client Questionnaire can be emailed (harry.goren @pbsenv.com) or faxed to my attention at 866.727.0140. PBS appreciates the opportunity to submit its proposal to you and looks forward to your favorable consideration. If you have any questions or wish to further discuss the project, please contact me at 206.233.9639. Sincerely, ACCEPTED BY: PBS Engineering and Environmental Inc. 4 Harry Goren Senior Project Manager Signature Name (Please Print) Title Date Attachments: Project Checklist Client Questionnaire Scope of Services and Limitation of Scope Phase I ESA: Terms and Conditions for Professional Services (Rev.03/2012) L:\ Seattle \Proposals \WA25185.Tukwila Public Works Spruce Motel 14442 TIB Phl.docx PBS Engineering + Environmental PROJECT CHECKLIST Site Address: 14442 Tukwila International Boulevard, Tukwila, WA 98168 Please provide the following information necessary to conduct the Phase I ESA. Why is this Phase I ESA being performed? ❑ to obtain financing ❑ prior to selling this property ❑ to refinance ❑ other For site access /info, who should PBS contact? PBS should address report to: (Include the lender name if appropriate) Where should report be sent? The following documents are useful to PBS when completing this assessment. Please provide if available: • Preliminary Title Report / Chain of Title • Previous Environmental Assessments or reports • Tax map, legal description, aerial photograph • Special requirements for the assessment, such as from the lender Phase I ESAs assess CERCLA liability. Building and land- related environmental conditions may contribute to non - CERCLA "business environmental risks," and can include vapor migration, asbestos, lead -based paint, mold, radon, wetlands, etc. Please note below if you would like PBS to incorporate additional items that are not included in this proposal, and we will contact you to discuss the scope and fee. ❑ NO. I am not interested in assessment of potential Business Environmental Risks at this time. OR ❑ YES. I am interested in the following: ❑ ❑❑❑❑❑❑❑❑ Asbestos - containing materials/ O &M Plan Lead -based paint Drinking water quality Radon Mold assessment Regulatory compliance audit On -site drywells registration (UICs) Vapor encroachment assessment per ASTM E2600 -10 Separate Recommendation Letter Name of person completing this form: Date: ❑ Health and safety audit ❑ CARA Hydrogeological Study ❑ NEPA /SEPA survey ❑ Wetland determination / delineation ❑ Cultural and historic resources survey ❑ Greenhouse gas emissions /carbon footprint ❑ Water rights evaluation ❑ One hard copy of report ($50) PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE This form is the User Questionnaire, as defined and required by ASTM E1527 -05. The "User" is the party seeking to use the Phase I Environmental Site Assessment; this typically is NOT the current property owner. The User's responses to these questions are an important element to meeting the All Appropriate Inquiry rule. It is acceptable to write "Do not know." PROPERTY ADDRESS: FORM COMPLETED BY: RELATIONSHIP TO PROPERTY: 14442 Tukwila International Boulevard, Tukwila, WA 98168 QUESTIONNAIRE Please complete this information to the best of your knowledge. 1. Are you aware of any environmental cleanup liens against the property that are filed under federal, tribal, state or local law? ❑ Yes ❑ No (summarize below if yes) 2. Are you aware of any Activity and Land Use Limitations (AULs), such as engineering controls, land use restrictions or institutional controls that are in place at the site and /or have been filed or recorded in a registry under federal, tribal, state or local law? ❑ Yes 111 No (summarize below if yes) 3. As the User of this Environmental Site Assessment, do you have any specialized knowledge or experience related to the property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the property or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by that type of business? 4. Does the purchase price being paid for this property reasonably reflect the fair market value of the property? ❑ Yes ❑ No If you conclude that there is a difference from fair market value, is the lower price because contamination is known or believed to be present at the property? PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE 5. Are you aware of commonly known or reasonably ascertainable information about the property that would help the Environmental Professional to identify conditions indicative of releases or threatened releases? For example: Do you know the past uses of the property? Do you know of specific chemicals that are present or once were present at the property? Do you know of any spills or other chemical releases that have taken place at the property? Do you know of any environmental cleanups that have taken place at the property? Any other environmentally - significant information? 6. Based on your knowledge and experience related to the property, are there any obvious indicators that point to the presence or likely presence of contamination at the property? Signature: Date: Please Print Name: Title: Company (if applicable): PBS Engineering + Environmental PBS Phase I ESA — Scope of Services SCOPE OF SERVICES AND LIMITATIONS The scope of services for this project includes a review of applicable environmental databases, a review of readily available records to document the past and current uses of the subject property and adjoining properties, interviews with persons with knowledge of the site, a site reconnaissance, and a final report summarizing PBS' findings and conclusions. PBS will provide the following specific scope of services for the property: 1. Initial Meeting: Meet or talk with the property owner or other key personnel to further discuss the project and to obtain any information that may be relevant to the site or adjoining land. Interviews with past owners, occupants, and operators of the site will also be conducted. An environmental questionnaire will be submitted to the current owner for completion, as well as other persons identified as having specific knowledge of the site. • In order to qualify as AAI and meet ASTM E1527 -05 requirements, it is understood that the Client will complete the Client (User) Questionnaire. 2. Agency File Check: Using a commercial database search provider, obtain a search of federal, state, tribal, and local listings or records per ASTM E1527 -05 and AAI requirements, including Activity and Use Limitations databases, to identify known hazardous substance violations, contaminant discharges and other environmental problems for varying distances based upon their relative potential impact to the subject property. • PBS relies on readily available electronic database information whenever possible. A physical file review may be undertaken if needed to resolve specific questions regarding the subject property or adjoining properties. In the event that file review requires travel more than 30 miles from PBS' nearest branch office, a travel time and mileage charge would be assessed. • In the event in- person file review is deemed critical to assessment of the subject property, PBS will schedule an appointment with the agency as soon as feasible. If the appointment date requires an extension of the noted time frame for project completion, we will immediately discuss this with the Client. 3. Geologic Research: Review available soils, geology, engineering, groundwater or other reports regarding the property and the immediate vicinity. 4. Historical Review: Review aerial photographs of the site and adjacent property to assess previous site conditions and operations (if available). Other historical information that may be reviewed includes Sanborn fire maps, city directories, building permits, or property chain of title information or preliminary title report (if provided by the Client) to determine history of usage. Whenever feasible, the history of the property will be traced to 1940 or to a time prior to its earliest developed use, whichever is earlier. 5. Physical Inspection: An Environmental Professional (EP) or qualified staff working under the guidance of an EP, will conduct one site visit, during which the property and any structures will be visually and /or physically observed for potentially hazardous substances existing in the past or present. A field checklist will be completed, and pertinent observations related to potential environmental conditions on the subject property and the adjoining properties will be recorded. Interviews with the owner, previous owner, on -site personnel, tenants and other persons familiar with the history of the area will be conducted, as necessary. 6. Report: A report will be prepared containing observations and conclusions relating to the apparent environmental conditions of the site. The report will include a description of the site and conditions encountered, topographic area map and local site and vicinity plan, and documentation of resources PBS Engineering + Environmental SCOPE OF SERVICES AND LIMITATIONS including interviews, regulatory and historic records reviewed, data gaps, opinion, and conclusions. As required by ASTME 1527 -05, the content will include all documents that formed PBS' opinion. If appropriate, recommendations will be made in the text of the report, unless PBS is directed otherwise by the Client (See Checklist for option). PBS Phase I ESA - Limitations The purpose of this phase of the work is to determine if more in -depth studies are to be developed. Observations will be made based on the best available information by trained professionals. It is not intended to be a comprehensive determination of all potential liabilities associated with a particular property, nor is it represented as a legal opinion as to the Client's performance of "due diligence" concerning the purchase of real estate. Unless otherwise specified, the scope of services does not include a review /opinion of legal instruments such as indemnification agreements, purchase and sale agreements, liens, and etc. Its cursory nature is to be noted by all parties. Unless noted elsewhere in this proposal, the scope of services for the project does not address a number of potentially significant environmental issues including, but not limited to, hazardous materials audit, environmental compliance; vapor encroachment assessment per ASTM standard E2600 -10, formaldehyde or radon; asbestos - containing building materials, lead -based paint, mold, wetlands and other and use issues, drinking water quality, geotechnical or geologic hazards, nor does it include subsurface exploration or chemical screening of soil and groundwater beneath the site. It is standard practice in the industry to use a commercial database search provider to meet the database search requirements of the ASTM Method. Although PBS reviews their work, the database provider's report is subject to the limitations, constraints, inaccuracies, and incompleteness of government information and of computer mapping data and conventions; and any disclaimer of liability made in the database report. The database report is included in an Appendix to the PBS report. The findings and conclusions of the report are not scientific certainties, but rather are probabilities based on professional judgment concerning the significance of the data gathered during the course of the study. PBS is not able to represent that the subject property or adjoining land contain no hazardous substances, oil or other latent condition beyond that detected or observed by PBS during the study. The possibility always exists for contaminants to migrate undetected through surface water, air, soil, or groundwater. The ability to accurately address the environmental risk associated with transport in these media is beyond the scope of this study. PBS Engineering + Environmental PHASE I ESA: GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES These General Terms and Conditions for Professional Services ( "Terms and Conditions ") are attached to and made part of the PBS Engineering and Environmental Inc. (PBS) letter proposal outlining PBS' specific scope of services ( "PBS Proposal "). Hereafter the PBS Proposal once signed by both PBS and Client (together the "Parties ") and these Terms and Conditions shall be read and interpreted together and referred to together as the "Agreement" between the Parties. If there are any inconsistencies between language in the PBS Proposal and in these Terms and Conditions, the language of these Terms and Conditions shall prevail. The purpose of these Terms and Conditions is to identify basic contractual obligations of PBS and Client under the Agreement for Phase I ESA consulting services, whereby PBS would be acting in the role of Consultant/Owner Representative for Client. Individual projects may require additional detailed descriptions of services and associated Terms and Conditions, to be provided in subsequent PBS Proposals. 1. RIGHT OF ENTRY: Unless otherwise agreed, the Client will furnish PBS right -of -entry on real property and be responsible for the propriety of the time, place, and manner of PBS' entry upon the real property and any buildings or structures where PBS is to perform its services ( "Property "). PBS will take reasonable precautions to minimize damage to the Property from use of equipment, but PBS has not included in the fee the cost of restoration of the Property, unless specifically included in the Proposal. If the Client desires PBS to restore the Property to its approximate former condition, PBS will accomplish this and add the cost plus 15 percent to its fee. 2. WORKER'S COMPENSATION INSURANCE AND LIABILITY INSURANCE: PBS will provide Worker's Compensation insurance (and /or Employer's Liability insurance) as required by state statutes. PBS carries Comprehensive General Liability insurance which, subject to its terms and limits, may provide protection against liability relating to bodily injury or property damage arising out of PBS operations. PBS makes no representations or warranties concerning the effect, applicability or scope of such insurance. Upon request in writing by Client to PBS, PBS will request its insurer to name Client as an additional insured on such policies and to issue certificates to Client to that effect. PBS makes no representations or warranties regarding any act by its insurer(s) and shall not be responsible for performing any act with respect to such insurance not specifically called for by this paragraph. 3. PROFESSIONAL LIABILITY AND LIMITATION THEREOF: This paragraph relates only to Professional Liability and not General Liability. In performing its professional services, PBS will use that standard of care and skill ordinarily recognized under similar circumstances by members of its profession in the state and region at the time the services are performed. No other warranty, either expressed or implied, is made in connection with its rendering of professional services. 4. CONTRACTED WORK: PBS, including its subconsultants and subcontractors, is retained hereunder for the limited purpose of performing certain environmental surveys, providing the results of such surveys to Client, and making recommendations with respect to the data produced by the surveys. PBS is not responsible for the health and safety of Client's personnel or other persons present on the Property to be investigated. PBS is not responsible (a) for the overall environmental status of Client's project, (b) for the property Client owns or leases or may be interested in purchasing or leasing, (c) for the interpretation of the PBS report results by others, (d) for any use of PBS reports by Client or others except as specifically set forth herein, or (e) for any other matter not encompassed in the specific scope of work in this Agreement agreed to by PBS and Client. Any unauthorized use or distribution of PBS' work shall be at the Client and recipient's sole risk. If Client desires to release, or for PBS to provide, PBS' report(s) to a third party not a party to this Agreement for that party's reliance, PBS will agree to such a release provided PBS receives written acceptance from such third party to be bound by terms and conditions similar to those set forth in this Agreement, in addition to a fee for providing PBS reports to a new party. The Client shall indemnify, defend and hold harmless PBS and its subconsultants and subcontractors from any claims, damages, costs, losses and expenses, including but not limited to attorney fees and costs of arbitrations, mediations, trials, or appeals arising out of unauthorized or third party use of PBS' reports. 5. RETENTION OF RECORDS AND SAMPLES: PBS will retain all Phase I ESA project records for a period of 10 years after completion of the scope of work, unless the Client indicates otherwise. Any material samples that have been collected will be discarded 30 days after submission of PBS' final report unless other arrangements are made. 6. PAYMENTS TO CONSULTANT: Invoices will be submitted periodically for prior services. An account will become delinquent 30 days after date of billing. It is agreed that a late charge will be added to delinquent accounts at the rate of one - and - one -half percent (1 -1/2 %) for each thirty days delinquent (provided the rate of such late charge shall not exceed the maximum allowable by the laws of the state in which the PBS office submitting the invoice is located). 7. RATE SCHEDULE: Generally PBS' Phase I ESA services are billed on a flat fee basis. Time and materials fees for services are based on the number of hours expended on the project, including travel, by PBS personnel plus any reimbursable expenses. PBS' hourly rates will be billed as stated in its proposal or at its current hourly rates (available upon request). Invoices will include sales tax when required. L: \Contracting \Client Agreement \2. Master Client Agreements, Terms & Conditions \TermsandConditions3ESA_032812 Page 1 Rev. o312012 PBS Engineering + Environmental 8. REIMBURSABLE EXPENSES: A. ESA - Related Outside Services. Subcontracted services such as those subconsultants and subcontractors, labor, and technical services will be invoiced at cost plus 15 percent. Examples of services that may be subcontracted include other professional disciplines, laboratory analysis, geophysical surveys, commercial database search providers, or computer programming. B. Supplies and Equipment. Charges for items not ordinarily furnished by PBS such as expendable equipment, rental equipment, subsistence, travel expenses, tots, special fees. reproduction, permits, licenses, priority mail fees, and long distance and wireless telephone calls will be invoiced at cost plus 10 %. Certain PBS -owned equipment (for sampling, testing, personal protective equipment, vehicle mileage, photocopying, etc.) may be required to complete the project. These will be invoiced at PBS' standard rates without markup (rates available upon request). C. Laboratory. PBS utilizes both in -house and outside laboratories for sample analysis. PBS maintains a list of standard rates for sample analyses commonly utilized in conjunction with PBS' services (available upon request). 9. OTHER PROVISIONS: Neither party shall hold the other responsible for delay in performance caused by acts of God, strikes, lockouts, weather, accidents or other events beyond the control of the other or the other's employees and agents. Waiver by one party of any provision, term, condition or covenant owed to it by the other party is to be made only by providing written notice to the other party and such waiver shall not be construed by the first party as a waiver of a subsequent breach of the same provision, term, condition or covenant by the other party. This Agreement supersedes any contract language which may be issued by Client as a matter of standard purchasing protocol without regard to the unique nature of professional services to be rendered by PBS. An opinion of construction, remediation and restoration costs prepared by PBS represents its judgment as a professional. Since PBS has no control over the cost of labor and material, or over competitive bidding or market conditions, PBS does not guarantee the accuracy of its opinion as compared to contractor bids of actual cost to the Client. It is understood and agreed by both parties that PBS, in performing professional services for the Client with respect to hazardous or microbial substances, will make recommendations to the Client but does not have the authority or responsibility to decide where disposal or treatment of such substances takes place, nor to designate how or by whom the hazardous or microbial substances are to be transported for disposal or treatment. It is understood that PBS is not the generator or site operator and does not own nor is it the arranger for disposal of the hazardous waste or other materials discovered, handled or removed from the Property. To the extent required by law, Client agrees to provide timely disclosure to appropriate public agencies of any information regarding the Property (obtained from PBS or from other sources) where such disclosure may be necessary to prevent damage to human health, safety, or the environment. Client agrees that PBS and its subconsultants and subcontractors are not responsible for the creation of the condition(s) PBS is being asked to investigate and that it would be unfair for PBS to be exposed to claims of injury or damage as a result of the conditions. In addition, Client understands that it is possible that exploration and investigation may fail to reveal the presence, location or source of the condition(s) being investigated even when the condition(s) is assumed or expected to exist. Client understands that PBS' failure to discover and /or locate the condition(s) or the spread of the condition(s) through appropriate techniques does not guarantee that the condition(s) does or does not exist. Client agrees that it would be unfair to hold PBS liable for creating the condition(s) or the spread of the condition(s) providing PBS meets a reasonable standard of care in completing the work set out in the PBS Proposal. Accordingly, Client waives any claims against PBS and its subconsultants and subcontractors, and agrees to defend, indemnify and hold harmless PBS and its subconsultants and subcontractors from any and all claims or liability for injury to person or property or loss arising from the creation of the condition(s) or the unintentional exacerbation of the condition(s) by PBS, the exacerbation of hazardous conditions by others, the discovery of any condition, location of any condition and /or allowing any condition to exist. Client also agrees to fairly compensate PBS and its subconsultants and subcontractors for any time spent and expenses incurred in the defense of any such claim. Notwithstanding any provisions in the Agreement to the contrary, PBS' liability for all acts and omissions related to its provision of services to Client under the terms of this Agreement shall be limited to $50,000, and in no circumstances shall such liability of PBS include special or consequential damages. PBS does not provide legal opinions, and recommends Client seek legal counsel for advice on issues such as the appropriateness of a particular scope of work to minimize legal liability, reportability of a condition to a public agency, potential cost recovery from responsible parties, and to assess the value of maintaining attorney /client privilege for work conducted under this Agreement. In the event there is a dispute between PBS and the Client concerning the performance of any provision in this Agreement, the losing party shall pay the prevailing party reasonable attorney's fees and costs in mediation, arbitration, trial or appeal. In addition, Client agrees to pay PBS for all employee time, costs, and witness costs incurred for collection activity. This Agreement can be terminated at any time by either party. If terminated prior to the completion of a scope of work, PBS shall be entitled to its portion of fees for any work performed in accordance with its current rate schedule. L: \Contracfing \Client Agreement \2. Master Client Agreements, Terms & Conditions \TermsendCOnditions3ESA_032812 Page 2 Rev. o312012 PBS May 21, 2013 EXHIBIT A Engineering + Environmental Est. 1982 City of Tukwila Public Works Department Attn: Michael Cusick 6300 Southcenter Boulevard, Suite 100 Tukwila, WA 98188 Via Email: michael.cusick @tukwilawa.gov Re: Proposal to Provide a Phase I Environmental Site Assessment 14440 Tukwila International Boulevard, Tukwila, WA 98168 PBS Proposal No. PRWA25183 Dear Cusick: PBS Engineering and Environmental Inc. (PBS) is pleased to submit this proposal (PBS Proposal) to provide Phase I Environmental Site Assessment (ESA) services for the above - referenced property. It is understood that the subject property consists of one tax parcel and is occupied by a motel known as Boulevard Motel. The following scope of services and compensation are based on PBS' understanding of current structures, site conditions, and usage. PROJECT APPROACH The scope of services follows requirements of the United States Environmental Protection Agency (EPA's) All Appropriate Inquiries (AAI) Rule, effective November 2006, to establish protection from CERCLA liability for innocent landowners, bona fide prospective purchasers, and contiguous property owners. This scope will also follow ASTM Standard E1527 -05 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, which the EPA approves as meeting AAI requirements. PBS investigators meet the Environmental Professional criteria, and bring many years of diverse experience to this project. A more detailed scope of services is provided as an attachment to this proposal. Please review this section carefully. COMPENSATION • Phase I Environmental Site Assessment (Flat Fee) $ 3,000 The cost of reproduction, disposable equipment, mileage and postage are included in the above lump sum. One PDF and /or CD containing the final report will be provided. See Checklist option if a hard copy is desired. This estimate includes the following assumptions: • Cost for title report or chain of title report is not included. • Report revisions or amendments after the report is finalized, as a result of information not available to PBS during the project, will be charged on a time and material fee scale. 2517 Eastlake Avenue East, Suite 100, Seattle, WA 98102 206.233.9639 Main 866.727.0140 Fax www.pbsenv.com Bend I Boise I Coquille I Eugene I Portland I Seattle I Tri- Cities I Vanc.ouver Michael Cusick, City of Tukwila Public Works Department Re: Phase I Environmental Site Assessment May 21, 2013 Page 2 • PBS provides recommendations in our Phase I ESA reports, unless instructed otherwise. See Checklist option if a separate recommendation letter is preferred. • Other services provided on a time and material fee scale include draft reports, additional report hard copies, and in- person client- requested meetings to discuss findings. • Reliance letter to third parties is provided at $250 each. This is in addition to the proposed cost estimate. The indicated fee and terms under which PBS' services are provided will be in accordance with the attached "Phase I ESA: Terms and Conditions for Professional Services ( "Terms and Conditions ")" revised March 2012, which together with this PBS Proposal comprise the entire Agreement ( "Agreement ") between the parties. The Agreement may not be changed without the prior written consent of the parties. The data and information contained in this document are proprietary and shall not be duplicated, used or disclosed, in whole or in part, to other parties without PBS' permission. SCHEDULE PBS anticipates that its services can be started immediately upon receipt of a signed copy of this Agreement. The scope of services will be completed in approximately three weeks of receiving the signed Agreement or upon a mutually- agreed schedule. Please review Agency File Check in the Scope of Services attachment regarding potential impacts to this schedule. Please contact me if this schedule does not meet your requirements. APPROVAL You may indicate acceptance of this Agreement by returning a signed copy or a purchase order incorporating the terms of the Agreement. A full, signed copy of the Agreement, Project Checklist, and Client Questionnaire can be emailed (harry.goren @pbsenv.com) or faxed to my attention at 866.727.0140. PBS appreciates the opportunity to submit its proposal to you and looks forward to your favorable consideration. If you have any questions or wish to further discuss the project, please contact me at 206.233.9639. Sincerely, ACCEPTED BY: PBS Engineering and Environmental Inc. Harry Goren Senior Project Manager Signature Name (Please Print) Title Date Attachments: Project Checklist Client Questionnaire Scope of Services and Limitation of Scope Phase I ESA: Terms and Conditions for Professional Services (Rev.03/2012) L: \Seattle \Proposals \WA25183.Tukwila Public Works Boulevard Motel 14440 TIB Phl.docx PBS Engineering + Environmental Site Address: 14440 Tukwila International Boulevard, Tukwila, WA 98168 Please provide the following information necessary to conduct the Phase 1 ESA. PROJECT CHECKLIST Why is this Phase I ESA being performed? ❑ to obtain financing ❑ prior to selling this property ❑ to refinance ❑ other For site access /info, who should PBS contact? PBS should address report to: (Include the lender name if appropriate) Where should report be sent? The following documents are useful to PBS when completing this assessment. Please provide if available: • Preliminary Title Report / Chain of Title • Previous Environmental Assessments or reports • Tax map, legal description, aerial photograph • Special requirements for the assessment, such as from the lender Phase I ESAs assess CERCLA liability. Building and land- related environmental conditions may contribute to non - CERCLA "business environmental risks," and can include vapor migration, asbestos, lead -based paint, mold, radon, wetlands, etc. Please note below if you would like PBS to incorporate additional items that are not included in this proposal, and we will contact you to discuss the scope and fee. ❑ NO. I am not interested in assessment of potential Business Environmental Risks at this time. OR ❑ YES. I am interested in the following: ❑ ❑❑❑❑❑❑❑❑ Asbestos - containing materials/ O &M Plan Lead -based paint Drinking water quality Radon Mold assessment Regulatory compliance audit On -site drywells registration (UICs) Vapor encroachment assessment per ASTM E2600 -10 Separate Recommendation Letter Name of person completing this form: Date: ❑ Health and safety audit ❑ CARA Hydrogeological Study ❑ NEPA /SEPA survey ❑ Wetland determination / delineation ❑ Cultural and historic resources survey ❑ Greenhouse gas emissions /carbon footprint ❑ Water rights evaluation ❑ One hard copy of report ($50) PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE This form is the User Questionnaire, as defined and required by ASTM E1527 -05. The "User" is the party seeking to use the Phase I Environmental Site Assessment; this typically is NOT the current property owner. The User's responses to these questions are an important element to meeting the All Appropriate Inquiry rule. It is acceptable to write "Do not know." PROPERTY ADDRESS: FORM COMPLETED BY: RELATIONSHIP TO PROPERTY: 14440 Tukwila International Boulevard, Tukwila, WA 98168 QUESTIONNAIRE Please complete this information to the best of your knowledge. 1. Are you aware of any environmental cleanup liens against the property that are filed under federal, tribal, state or local law? ❑ Yes ❑ No (summarize below if yes) 2. Are you aware of any Activity and Land Use Limitations (AULs), such as engineering controls, land use restrictions or institutional controls that are in place at the site and /or have been filed or recorded in a registry under federal, tribal, state or local law? ❑ Yes ❑ No (summarize below if yes) 3. As the User of this Environmental Site Assessment, do you have any specialized knowledge or experience related to the property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the property or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by that type of business? 4. Does the purchase price being paid for this property reasonably reflect the fair market value of the property? ❑ Yes ❑ No If you conclude that there is a difference from fair market value, is the lower price because contamination is known or believed to be present at the property? PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE 5. Are you aware of commonly known or reasonably ascertainable information about the property that would help the Environmental Professional to identify conditions indicative of releases or threatened releases? For example: Do you know the past uses of the property? Do you know of specific chemicals that are present or once were present at the property? Do you know of any spills or other chemical releases that have taken place at the property? Do you know of any environmental cleanups that have taken place at the property? Any other environmentally - significant information? 6. Based on your knowledge and experience related to the property, are there any obvious indicators that point to the presence or likely presence of contamination at the property? Signature: Date: Please Print Name: Title: Company (if applicable): PBS Engineering + Environmental PBS Phase I ESA — Scope of Services SCOPE OF SERVICES AND LIMITATIONS The scope of services for this project includes a review of applicable environmental databases, a review of readily available records to document the past and current uses of the subject property and adjoining properties, interviews with persons with knowledge of the site, a site reconnaissance, and a final report summarizing PBS' findings and conclusions. PBS will provide the following specific scope of services for the property: 1. Initial Meeting: Meet or talk with the property owner or other key personnel to further discuss the project and to obtain any information that may be relevant to the site or adjoining land. Interviews with past owners, occupants, and operators of the site will also be conducted. An environmental questionnaire will be submitted to the current owner for completion, as well as other persons identified as having specific knowledge of the site. • In order to qualify as AAI and meet ASTM E1527 -05 requirements, it is understood that the Client will complete the Client (User) Questionnaire. 2. Agency File Check: Using a commercial database search provider, obtain a search of federal, state, tribal, and local listings or records per ASTM E1527 -05 and AAI requirements, including Activity and Use Limitations databases, to identify known hazardous substance violations, contaminant discharges and other environmental problems for varying distances based upon their relative potential impact to the subject property. • PBS relies on readily available electronic database information whenever possible. A physical file review may be undertaken if needed to resolve specific questions regarding the subject property or adjoining properties. In the event that file review requires travel more than 30 miles from PBS' nearest branch office, a travel time and mileage charge would be assessed. • In the event in- person file review is deemed critical to assessment of the subject property, PBS will schedule an appointment with the agency as soon as feasible. If the appointment date requires an extension of the noted time frame for project completion, we will immediately discuss this with the Client. 3. Geologic Research: Review available soils, geology, engineering, groundwater or other reports regarding the property and the immediate vicinity. 4. Historical Review: Review aerial photographs of the site and adjacent property to assess previous site conditions and operations (if available). Other historical information that may be reviewed includes Sanborn fire maps, city directories, building permits, or property chain of title information or preliminary title report (if provided by the Client) to determine history of usage. Whenever feasible, the history of the property will be traced to 1940 or to a time prior to its earliest developed use, whichever is earlier. 5. Physical Inspection: An Environmental Professional (EP) or qualified staff working under the guidance of an EP, will conduct one site visit, during which the property and any structures will be visually and /or physically observed for potentially hazardous substances existing in the past or present. A field checklist will be completed, and pertinent observations related to potential environmental conditions on the subject property and the adjoining properties will be recorded. Interviews with the owner, previous owner, on -site personnel, tenants and other persons familiar with the history of the area will be conducted, as necessary. 6. Report: A report will be prepared containing observations and conclusions relating to the apparent environmental conditions of the site. The report will include a description of the site and conditions encountered, topographic area map and local site and vicinity plan, and documentation of resources PBS Engineering + Environmental SCOPE OF SERVICES AND LIMITATIONS including interviews, regulatory and historic records reviewed, data gaps, opinion, and conclusions. As required by ASTME 1527 -05, the content will include all documents that formed PBS' opinion. If appropriate, recommendations will be made in the text of the report, unless PBS is directed otherwise by the Client (See Checklist for option). PBS Phase I ESA - Limitations The purpose of this phase of the work is to determine if more in -depth studies are to be developed. Observations will be made based on the best available information by trained professionals. It is not intended to be a comprehensive determination of all potential liabilities associated with a particular property, nor is it represented as a legal opinion as to the Client's performance of "due diligence" concerning the purchase of real estate. Unless otherwise specified, the scope of services does not include a review /opinion of legal instruments such as indemnification agreements, purchase and sale agreements, liens, and etc. Its cursory nature is to be noted by all parties. Unless noted elsewhere in this proposal, the scope of services for the project does not address a number of potentially significant environmental issues including, but not limited to, hazardous materials audit, environmental compliance; vapor encroachment assessment per ASTM standard E2600 -10, formaldehyde or radon; asbestos - containing building materials, lead -based paint, mold, wetlands and other land use issues, drinking water quality, geotechnical or geologic hazards, nor does it include subsurface exploration or chemical screening of soil and groundwater beneath the site. It is standard practice in the industry to use a commercial database search provider to meet the database search requirements of the ASTM Method. Although PBS reviews their work, the database provider's report is subject to the limitations, constraints, inaccuracies, and incompleteness of government information and of computer mapping data and conventions; and any disclaimer of liability made in the database report. The database report is included in an Appendix to the PBS report. The findings and conclusions of the report are not scientific certainties, but rather are probabilities based on professional judgment concerning the significance of the data gathered during the course of the study. PBS is not able to represent that the subject property or adjoining land contain no hazardous substances, oil or other latent condition beyond that detected or observed by PBS during the study. The possibility always exists for contaminants to migrate undetected through surface water, air, soil, or groundwater. The ability to accurately address the environmental risk associated with transport in these media is beyond the scope of this study. PBS Engineering + Environmental PHASE I ESA: GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES These General Terms and Conditions for Professional Services ( "Terms and Conditions ") are attached to and made part of the PBS Engineering and Environmental Inc. (PBS) letter proposal outlining PBS' specific scope of services ( "PBS Proposal "). Hereafter the PBS Proposal once signed by both PBS and Client (together the "Parties ") and these Terms and Conditions shall be read and interpreted together and referred to together as the "Agreement" between the Parties. If there are any inconsistencies between language in the PBS Proposal and in these Terms and Conditions, the language of these Terms and Conditions shall prevail. The purpose of these Terms and Conditions is to identify basic contractual obligations of PBS and Client under the Agreement for Phase 1 ESA consulting services, whereby PBS would be acting in the role of Consultant/Owner Representative for Client. Individual projects may require additional detailed descriptions of services and associated Terms and Conditions, to be provided in subsequent PBS Proposals. 1. RIGHT OF ENTRY: Unless otherwise agreed, the Client will furnish PBS right -of -entry on real property and be responsible for the propriety of the time, place, and manner of PBS' entry upon the real property and any buildings or structures where PBS is to perform its services ( "Property "). PBS will take reasonable precautions to minimize damage to the Property from use of equipment, but PBS has not included in the fee the cost of restoration of the Property, unless specifically included in the Proposal. If the Client desires PBS to restore the Property to its approximate former condition, PBS will accomplish this and add the cost plus 15 percent to its fee. 2. WORKER'S COMPENSATION INSURANCE AND LIABILITY INSURANCE: PBS will provide Worker's Compensation insurance (and /or Employer's Liability insurance) as required by state statutes. PBS carries Comprehensive General Liability insurance which, subject to its terms and limits, may provide protection against liability relating to bodily injury or property damage arising out of PBS operations. PBS makes no representations or warranties concerning the effect, applicability or scope of such insurance. Upon request in writing by Client to PBS, PBS will request its insurer to name Client as an additional insured on such policies and to issue certificates to Client to that effect. PBS makes no representations or warranties regarding any act by its insurer(s) and shall not be responsible for performing any act with respect to such insurance not specifically called for by this paragraph. 3. PROFESSIONAL LIABILITY AND LIMITATION THEREOF: This paragraph relates only to Professional Liability and not General Liability. In performing its professional services, PBS will use that standard of care and skill ordinarily recognized under similar circumstances by members of its profession in the state and region at the time the services are performed. No other warranty, either expressed or implied, is made in connection with its rendering of professional services. 4. CONTRACTED WORK: PBS, including its subconsultants and subcontractors, is retained hereunder for the limited purpose of performing certain environmental surveys, providing the results of such surveys to Client, and making recommendations with respect to the data produced by the surveys. PBS is not responsible for the health and safety of Client's personnel or other persons present on the Property to be investigated. PBS is not responsible (a) for the overall environmental status of Client's project, (b) for the property Client owns or leases or may be interested in purchasing or leasing, (c) for the interpretation of the PBS report results by others, (d) for any use of PBS reports by Client or others except as specifically set forth herein, or (e) for any other matter not encompassed in the specific scope of work in this Agreement agreed to by PBS and Client. Any unauthorized use or distribution of PBS' work shall be at the Client and recipient's sole risk. If Client desires to release, or for PBS to provide, PBS' report(s) to a third party not a party to this Agreement for that party's reliance, PBS will agree to such a release provided PBS receives written acceptance from such third party to be bound by terms and conditions similar to those set forth in this Agreement, in addition to a fee for providing PBS reports to a new party. The Client shall indemnify, defend and hold harmless PBS and its subconsultants and subcontractors from any claims, damages, costs, losses and expenses, including but not limited to attorney fees and costs of arbitrations, mediations, trials, or appeals arising out of unauthorized or third party use of PBS' reports. 5. RETENTION OF RECORDS AND SAMPLES: PBS will retain all Phase I ESA project records for a period of 10 years after completion of the scope of work, unless the Client indicates otherwise. Any material samples that have been collected will be discarded 30 days after submission of PBS' final report unless other arrangements are made. 6. PAYMENTS TO CONSULTANT: Invoices will be submitted periodically for prior services. An account will become delinquent 30 days after date of billing. It is agreed that a late charge will be added to delinquent accounts at the rate of one - and - one -half percent (1 -1/2 %) for each thirty days delinquent (provided the rate of such late charge shall not exceed the maximum allowable by the laws of the state in which the PBS office submitting the invoice is located). 7. RATE SCHEDULE: Generally PBS' Phase I ESA services are billed on a flat fee basis. Time and materials fees for services are based on the number of hours expended on the project, including travel, by PBS personnel plus any reimbursable expenses. PBS' hourly rates will be billed as stated in its proposal or at its current hourly rates (available upon request). Invoices will include sales tax when required. L: \Contracting \Client Agreement \2. Master Client Agreements, Terms & Conditions \TefmsandCooditions3ESA_032812 Page 1 Rev. 03/2012 PBS Engineering + Environmental 8. REIMBURSABLE EXPENSES: A. ESA - Related Outside Services. Subcontracted services such as those subconsultants and subcontractors, labor, and technical services will be invoiced at cost plus 15 percent. Examples of services that may be subcontracted include other professional disciplines, laboratory analysis, geophysical surveys, commercial database search providers, or computer programming. B. Supplies and Equipment. Charges for items not ordinarily furnished by PBS such as expendable equipment, rental equipment, subsistence, travel expenses, tolls, special fees, reproduction, permits, licenses, priority mail fees, and long distance and wireless telephone calls will be invoiced at cost plus 10 %. Certain PBS -owned equipment (for sampling, testing, personal protective equipment, vehicle mileage, photocopying, etc.) may be required to complete the project. These will be invoiced at PBS' standard rates without markup (rates available upon request). C. Laboratory. PBS utilizes both in -house and outside laboratories for sample analysis. PBS maintains a list of standard rates for sample analyses commonly utilized in conjunction with PBS' services (available upon request). 9. OTHER PROVISIONS: Neither party shall hold the other responsible for delay in performance caused by acts of God, strikes, lockouts, weather, accidents or other events beyond the control of the other or the other's employees and agents. Waiver by one party of any provision, term, condition or covenant owed to it by the other party is to be made only by providing written notice to the other party and such waiver shall not be construed by the first party as a waiver of a subsequent breach of the same provision, term, condition or covenant by the other party. This Agreement supersedes any contract language which may be issued by Client as a matter of standard purchasing protocol without regard to the unique nature of professional services to be rendered by PBS. An opinion of construction, remediation and restoration costs prepared by PBS represents its judgment as a professional. Since PBS has no control over the cost of labor and material, or over competitive bidding or market conditions, PBS does not guarantee the accuracy of its opinion as compared to contractor bids of actual cost to the Client. It is understood and agreed by both parties that PBS, in performing professional services for the Client with respect to hazardous or microbial substances, will make recommendations to the Client but does not have the authority or responsibility to decide where disposal or treatment of such substances takes place, nor to designate how or by whom the hazardous or microbial substances are to be transported for disposal or treatment. It is understood that PBS is not the generator or site operator and does not own nor is it the arranger for disposal of the hazardous waste or other materials discovered, handled or removed from the Property. To the extent required by law, Client agrees to provide timely disclosure to appropriate public agencies of any information regarding the Property (obtained from PBS or from other sources) where such disclosure may be necessary to prevent damage to human health, safety, or the environment. Client agrees that PBS and its subconsultants and subcontractors are not responsible for the creation of the condition(s) PBS is being asked to investigate and that it would be unfair for PBS to be exposed to claims of injury or damage as a result of the conditions. In addition, Client understands that it is possible that exploration and investigation may fail to reveal the presence, location or source of the condition(s) being investigated even when the condition(s) is assumed or expected to exist. Client understands that PBS' failure to discover and /or locate the condition(s) or the spread of the condition(s) through appropriate techniques does not guarantee that the condition(s) does or does not exist. Client agrees that it would be unfair to hold PBS liable for creating the condition(s) or the spread of the condition(s) providing PBS meets a reasonable standard of care in completing the work set out in the PBS Proposal. Accordingly, Client waives any claims against PBS and its subconsultants and subcontractors, and agrees to defend, indemnify and hold harmless PBS and its subconsultants and subcontractors from any and all claims or liability for injury to person or property or loss arising from the creation of the condition(s) or the unintentional exacerbation of the condition(s) by PBS, the exacerbation of hazardous conditions by others, the discovery of any condition, location of any condition and /or allowing any condition to exist. Client also agrees to fairly compensate PBS and its subconsultants and subcontractors for any time spent and expenses incurred in the defense of any such claim. Notwithstanding any provisions in the Agreement to the contrary, PBS' liability for all acts and omissions related to its provision of services to Client under the terms of this Agreement shall be limited to $50,000, and in no circumstances shall such liability of PBS include special or consequential damages. PBS does not provide legal opinions, and recommends Client seek legal counsel for advice on issues such as the appropriateness of a particular scope of work to minimize legal liability, reportability of a condition to a public agency, potential cost recovery from responsible parties, and to assess the value of maintaining attorney /client privilege for work conducted under this Agreement. In the event there is a dispute between PBS and the Client concerning the performance of any provision in this Agreement, the losing party shall pay the prevailing party reasonable attorney's fees and costs in mediation, arbitration, trial or appeal. In addition, Client agrees to pay PBS for all employee time, costs, and witness costs incurred for collection activity. This Agreement can be terminated at any time by either party. If terminated prior to the completion of a scope of work, PBS shall be entitled to its portion of fees for any work performed in accordance with its current rate schedule. CID L: \Contracting \Client Agreement \2. Master Client Agreements, Terms & Conditions \TermsandConditions3ESA_032812 Page 2 Rev. 0312012 PBS May 21, 2013 EXHIBIT Engineering + Environmental Est. I982 City of Tukwila Public Works Department Attn: Michael Cusick 6300 Southcenter Boulevard, Suite 100 Tukwila, WA 98188 Via Email: michael.cusick @tukwilawa.gov Re: Proposal to Provide a Phase I Environmental Site Assessment 14452 Tukwila International Boulevard, Tukwila, WA 98168 PBS Proposal No. PRWA25188 Dear Cusick: PBS Engineering and Environmental Inc. (PBS) is pleased to submit this proposal (PBS Proposal) to provide Phase I Environmental Site Assessment (ESA) services for the above - referenced property. It is understood that the subject property consists of one tax parcel and is occupied by a commercial building known as Sam's Smoke Shop. The following scope of services and compensation are based on PBS' understanding of current structures, site conditions, and usage. PROJECT APPROACH The scope of services follows requirements of the United States Environmental Protection Agency (EPA's) All Appropriate Inquiries (AAI) Rule, effective November 2006, to establish protection from CERCLA liability for innocent landowners, bona fide prospective purchasers, and contiguous property owners. This scope will also follow ASTM Standard E1527 -05 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, which the EPA approves as meeting AAI requirements. PBS investigators meet the Environmental Professional criteria, and bring many years of diverse experience to this project. A more detailed scope of services is provided as an attachment to this proposal. Please review this section carefully. COMPENSATION • Phase 1 Environmental Site Assessment (Flat Fee) $ 3,000 The cost of reproduction, disposable equipment, mileage and postage are included in the above lump sum. One PDF and /or CD containing the final report will be provided. See Checklist option if a hard copy is desired. This estimate includes the following assumptions: • Cost for title report or chain of title report is not included. • Report revisions or amendments after the report is finalized, as a result of information not available to PBS during the project, will be charged on a time and material fee scale. 2517 Eastlake Avenue East, Suite 100, Seattle, WA 98102 206.233.9639 Main 866.727.0140 Fax www.pbsen v. com Bend I Boise I Coquille I Eugene I Portland I Seattle I Tri- Cities Vancouver Michael Cusick, City of Tukwila Public Works Department Re: Phase I Environmental Site Assessment May 21, 2013 Page 2 • PBS provides recommendations in our Phase 1 ESA reports, unless instructed otherwise. See Checklist option if a separate recommendation letter is preferred. • Other services provided on a time and material fee scale include draft reports, additional report hard copies, and in- person client- requested meetings to discuss findings. • Reliance letter to third parties is provided at $250 each. This is in addition to the proposed cost estimate. The indicated fee and terms under which PBS' services are provided will be in accordance with the attached "Phase I ESA: Terms and Conditions for Professional Services ( "Terms and Conditions ")" revised March 2012, which together with this PBS Proposal comprise the entire Agreement ( "Agreement ") between the parties. The Agreement may not be changed without the prior written consent of the parties. The data and information contained in this document are proprietary and shall not be duplicated, used or disclosed, in whole or in part, to other parties without PBS' permission. SCHEDULE PBS anticipates that its services can be started immediately upon receipt of a signed copy of this Agreement. The scope of services will be completed in approximately three weeks of receiving the signed Agreement or upon a mutually- agreed schedule. Please review Agency File Check in the Scope of Services attachment regarding potential impacts to this schedule. Please contact me if this schedule does not meet your requirements. APPROVAL You may indicate acceptance of this Agreement by returning a signed copy or a purchase order incorporating the terms of the Agreement. A full, signed copy of the Agreement, Project Checklist, and Client Questionnaire can be emailed (harry.goren @pbsenv.com) or faxed to my attention at 866.727.0140. PBS appreciates the opportunity to submit its proposal to you and looks forward to your favorable consideration. If you have any questions or wish to further discuss the project, please contact me at 206.233.9639. Sincerely, ACCEPTED BY: PBS Engineering and Environmental Inc. Harry Goren Senior Project Manager Signature Name (Please Print) Title Date Attachments: Project Checklist Client Questionnaire Scope of Services and Limitation of Scope Phase I ESA: Terms and Conditions for Professional Services (Rev.03/2012) L:\ Seattle \Proposals \WA25188.Tukwila Public Works Sams Smoke Shop 14452 TIB Phl.docx PBS Engineering + Environmental Site Address: 14452 Tukwila International Boulevard, Tukwila, WA 98168 Please provide the following information necessary to conduct the Phase I ESA. Why is this Phase I ESA being performed? ❑ to obtain financing ❑ to refinance ❑ other ❑ prior to selling this property PROJECT CHECKLIST For site access /info, who should PBS contact? PBS should address report to: (Include the lender name if appropriate) Where should report be sent? The following documents are useful to PBS when completing this assessment. Please provide if available: • Preliminary Title Report / Chain of Title • Previous Environmental Assessments or reports • Tax map, legal description, aerial photograph • Special requirements for the assessment, such as from the lender Phase I ESAs assess CERCLA liability. Building and land- related environmental conditions may contribute to non - CERCLA "business environmental risks," and can include vapor migration, asbestos, lead -based paint, mold, radon, wetlands, etc. Please note below if you would like PBS to incorporate additional items that are not included in this proposal, and we will contact you to discuss the scope and fee. ❑ NO. I am not interested in assessment of potential Business Environmental Risks at this time. OR ❑ YES. I am interested in the following: ❑ ❑❑❑❑❑❑❑❑ Asbestos - containing materials/ O &M Plan Lead -based paint Drinking water quality Radon Mold assessment Regulatory compliance audit On -site drywells registration (UICs) Vapor encroachment assessment per ASTM E2600 -10 Separate Recommendation Letter Name of person completing this form: Date: ❑ Health and safety audit ❑ CARA Hydrogeological Study ❑ NEPA /SEPA survey ❑ Wetland determination / delineation ❑ Cultural and historic resources survey ❑ Greenhouse gas emissions /carbon footprint ❑ Water rights evaluation ❑ One hard copy of report ($50) PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE This form is the User Questionnaire, as defined and required by ASTM E1527 -05. The "Uses" is the party seeking to use the Phase I Environmental Site Assessment; this typically is NOT the current property owner. The User's responses to these questions are an important element to meeting the All Appropriate Inquiry rule. It is acceptable to write "Do not know." PROPERTY ADDRESS: FORM COMPLETED BY: RELATIONSHIP TO PROPERTY: 14452 Tukwila International Boulevard, Tukwila, WA 98168 QUESTIONNAIRE Please complete this information to the best of your knowledge. 1. Are you aware of any environmental cleanup liens against the property that are filed under federal, tribal, state or local law? ❑ Yes ❑ No (summarize below if yes) 2. Are you aware of any Activity and Land Use Limitations (AULs), such as engineering controls, land use restrictions or institutional controls that are in place at the site and /or have been filed or recorded in a registry under federal, tribal, state or local law? ❑ Yes ❑ No (summarize below if yes) 3. As the User of this Environmental Site Assessment, do you have any specialized knowledge or experience related to the property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the property or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by that type of business? 4. Does the purchase price being paid for this property reasonably reflect the fair market value of the property? ❑ Yes ❑ No If you conclude that there is a difference from fair market value, is the lower price because contamination is known or believed to be present at the property? PBS Engineering + Environmental CLIENT /USER QUESTIONNAIRE 5. Are you aware of commonly known or reasonably ascertainable information about the property that would help the Environmental Professional to identify conditions indicative of releases or threatened releases? For example: Do you know the past uses of the property? Do you know of specific chemicals that are present or once were present at the property? Do you know of any spills or other chemical releases that have taken place at the property? Do you know of any environmental cleanups that have taken place at the property? Any other environmentally - significant information? 6. Based on your knowledge and experience related to the property, are there any obvious indicators that point to the presence or likely presence of contamination at the property? Signature: Date: Please Print Name: Title: Company (ft applicable): PBS Engineering + Environmental PBS Phase I ESA — Scope of Services SCOPE OF SERVICES AND LIMITATIONS The scope of services for this project includes a review of applicable environmental databases, a review of readily available records to document the past and current uses of the subject property and adjoining properties, interviews with persons with knowledge of the site, a site reconnaissance, and a final report summarizing PBS' findings and conclusions. PBS will provide the following specific scope of services for the property: 1. Initial Meeting: Meet or talk with the property owner or other key personnel to further discuss the project and to obtain any information that may be relevant to the site or adjoining land. Interviews with past owners, occupants, and operators of the site will also be conducted. An environmental questionnaire will be submitted to the current owner for completion, as well as other persons identified as having specific knowledge of the site. • In order to qualify as AAI and meet ASTM E1527 -05 requirements, it is understood that the Client will complete the Client (User) Questionnaire. 2. Agency File Check: Using a commercial database search provider, obtain a search of federal, state, tribal, and local listings or records per ASTM E1527 -05 and AAI requirements, including Activity and Use Limitations databases, to identify known hazardous substance violations, contaminant discharges and other environmental problems for varying distances based upon their relative potential impact to the subject property. • PBS relies on readily available electronic database information whenever possible. A physical file review may be undertaken if needed to resolve specific questions regarding the subject property or adjoining properties. In the event that file review requires travel more than 30 miles from PBS' nearest branch office, a travel time and mileage charge would be assessed. • In the event in- person file review is deemed critical to assessment of the subject property, PBS will schedule an appointment with the agency as soon as feasible. If the appointment date requires an extension of the noted time frame for project completion, we will immediately discuss this with the Client. 3. Geologic Research: Review available soils, geology, engineering, groundwater or other reports regarding the property and the immediate vicinity. 4. Historical Review: Review aerial photographs of the site and adjacent property to assess previous site conditions and operations (if available). Other historical information that may be reviewed includes Sanborn fire maps, city directories, building permits, or property chain of title information or preliminary title report (if provided by the Client) to determine history of usage. Whenever feasible, the history of the property will be traced to 1940 or to a time prior to its earliest developed use, whichever is earlier. 5. Physical Inspection: An Environmental Professional (EP) or qualified staff working under the guidance of an EP, will conduct one site visit, during which the property and any structures will be visually and /or physically observed for potentially hazardous substances existing in the past or present. A field checklist will be completed, and pertinent observations related to potential environmental conditions on the subject property and the adjoining properties will be recorded. Interviews with the owner, previous owner, on -site personnel, tenants and other persons familiar with the history of the area will be conducted, as necessary. 6. Report: A report will be prepared containing observations and conclusions relating to the apparent environmental conditions of the site. The report will include a description of the site and conditions encountered, topographic area map and local site and vicinity plan, and documentation of resources PBS Engineering + Environmental SCOPE OF SERVICES AND LIMITATIONS including interviews, regulatory and historic records reviewed, data gaps, opinion, and conclusions. As required by ASTME 1527 -05, the content will include all documents that formed PBS' opinion. If appropriate, recommendations will be made in the text of the report, unless PBS is directed otherwise by the Client (See Checklist for option). PBS Phase I ESA - Limitations The purpose of this phase of the work is to determine if more in -depth studies are to be developed. Observations will be made based on the best available information by trained professionals. It is not intended to be a comprehensive determination of all potential liabilities associated with a particular property, nor is it represented as a legal opinion as to the Client's performance of "due diligence" concerning the purchase of real estate. Unless otherwise specified, the scope of services does not include a review /opinion of legal instruments such as indemnification agreements, purchase and sale agreements, liens, and etc. Its cursory nature is to be noted by all parties. Unless noted elsewhere in this proposal, the scope of services for the project does not address a number of potentially significant environmental issues including, but not limited to, hazardous materials audit, environmental compliance; vapor encroachment assessment per ASTM standard E2600 -10, formaldehyde or radon; asbestos - containing building materials, lead -based paint, mold, wetlands and other land use issues, drinking water quality, geotechnical or geologic hazards, nor does it include subsurface exploration or chemical screening of soil and groundwater beneath the site. It is standard practice in the industry to use a commercial database search provider to meet the database search requirements of the ASTM Method. Although PBS reviews their work, the database provider's report is subject to the limitations, constraints, inaccuracies, and incompleteness of government information and of computer mapping data and conventions; and any disclaimer of liability made in the database report. The database report is included in an Appendix to the PBS report. The findings and conclusions of the report are not scientific certainties, but rather are probabilities based on professional judgment concerning the significance of the data gathered during the course of the study. PBS is not able to represent that the subject property or adjoining land contain no hazardous substances, oil or other latent condition beyond that detected or observed by PBS during the study. The possibility always exists for contaminants to migrate undetected through surface water, air, soil, or groundwater. The ability to accurately address the environmental risk associated with transport in these media is beyond the scope of this study. PBS Engineering + Environmental PHASE I ESA: GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES These General Terms and Conditions for Professional Services ( "Terms and Conditions ") are attached to and made part of the PBS Engineering and Environmental Inc. (PBS) letter proposal outlining PBS' specific scope of services ( "PBS Proposal "). Hereafter the PBS Proposal once signed by both PBS and Client (together the "Parties ") and these Terms and Conditions shall be read and interpreted together and referred to together as the "Agreement" between the Parties. If there are any inconsistencies between language in the PBS Proposal and in these Terms and Conditions, the language of these Terms and Conditions shall prevail. The purpose of these Terms and Conditions is to identify basic contractual obligations of PBS and Client under the Agreement for Phase I ESA consulting services, whereby PBS would be acting in the role of Consultant/Owner Representative for Client. Individual projects may require additional detailed descriptions of services and associated Terms and Conditions, to be provided in subsequent PBS Proposals. 1. RIGHT OF ENTRY: Unless otherwise agreed, the Client will furnish PBS right -of -entry on real property and be responsible for the propriety of the time, place, and manner of PBS' entry upon the real property and any buildings or structures where PBS is to perform its services ( "Property "). PBS will take reasonable precautions to minimize damage to the Property from use of equipment, but PBS has not included in the fee the cost of restoration of the Property, unless specifically included in the Proposal. If the Client desires PBS to restore the Property to its approximate former condition, PBS will accomplish this and add the cost plus 15 percent to its fee. 2. WORKER'S COMPENSATION INSURANCE AND LIABILITY INSURANCE: PBS will provide Worker's Compensation insurance (and /or Employer's Liability insurance) as required by state statutes. PBS carries Comprehensive General Liability insurance which, subject to its terms and limits, may provide protection against liability relating to bodily injury or property damage arising out of PBS operations. PBS makes no representations or warranties concerning the effect, applicability or scope of such insurance. Upon request in writing by Client to PBS, PBS will request its insurer to name Client as an additional insured on such policies and to issue certificates to Client to that effect. PBS makes no representations or warranties regarding any act by its insurer(s) and shall not be responsible for performing any act with respect to such insurance not specifically called for by this paragraph. 3. PROFESSIONAL LIABILITY AND LIMITATION THEREOF: This paragraph relates only to Professional Liability and not General Liability. In performing its professional services, PBS will use that standard of care and skill ordinarily recognized under similar circumstances by members of its profession in the state and region at the time the services are performed. No other warranty, either expressed or implied, is made in connection with its rendering of professional services. 4. CONTRACTED WORK: PBS, including its subconsultants and subcontractors, is retained hereunder for the limited purpose of performing certain environmental surveys, providing the results of such surveys to Client, and making recommendations with respect to the data produced by the surveys. PBS is not responsible for the health and safety of Client's personnel or other persons present on the Property to be investigated. PBS is not responsible (a) for the overall environmental status of Client's project, (b) for the property Client owns or leases or may be interested in purchasing or leasing, (c) for the interpretation of the PBS report results by others, (d) for any use of PBS reports by Client or others except as specifically set forth herein, or (e) for any other matter not encompassed in the specific scope of work in this Agreement agreed to by PBS and Client. Any unauthorized use or distribution of PBS' work shall be at the Client and recipient's sole risk. If Client desires to release, or for PBS to provide, PBS' report(s) to a third party not a party to this Agreement for that party's reliance, PBS will agree to such a release provided PBS receives written acceptance from such third party to be bound by terms and conditions similar to those set forth in this Agreement, in addition to a fee for providing PBS reports to a new party. The Client shall indemnify, defend and hold harmless PBS and its subconsultants and subcontractors from any claims, damages, costs, losses and expenses, including but not limited to attorney fees and costs of arbitrations, mediations, trials, or appeals arising out of unauthorized or third party use of PBS' reports. 5. RETENTION OF RECORDS AND SAMPLES: PBS will retain all Phase I ESA project records for a period of 10 years after completion of the scope of work, unless the Client indicates otherwise. Any material samples that have been collected will be discarded 30 days after submission of PBS' final report unless other arrangements are made. 6. PAYMENTS TO CONSULTANT: Invoices will be submitted periodically for prior services. An account will become delinquent 30 days after date of billing. It is agreed that a late charge will be added to delinquent accounts at the rate of one - and - one -half percent (1 -1/2 %) for each thirty days delinquent (provided the rate of such late charge shall not exceed the maximum allowable by the laws of the state in which the PBS office submitting the invoice is located). 7. RATE SCHEDULE: Generally PBS' Phase I ESA services are billed on a flat fee basis. Time and materials fees for services are based on the number of hours expended on the project, including travel, by PBS personnel plus any reimbursable expenses. PBS' hourly rates will be billed as stated in its proposal or at its current hourly rates (available upon request). Invoices will include sales tax when required. L: \Contracting \Client Agreement \2. Master Client Agreements, Terms & Conditions \TermsandConditions3ESA_032812 Page 1 Rev. 03/2012 n® rsi PBS Engineering + Environmental 8. REIMBURSABLE EXPENSES: A. ESA - Related Outside Services. Subcontracted services such as those subconsultants and subcontractors, labor, and technical services will be invoiced at cost plus 15 percent. Examples of services that may be subcontracted include other professional disciplines, laboratory analysis, geophysical surveys, commercial database search providers, or computer programming. B. Supplies and Equipment. Charges for items not ordinarily furnished by PBS such as expendable equipment, rental equipment, subsistence, travel expenses, tolls, special fees, reproduction, permits, licenses, priority mail fees, and long distance and wireless telephone calls will be invoiced at cost plus 10 %. Certain PBS -owned equipment (for sampling, testing, personal protective equipment, vehicle mileage, photocopying, etc.) may be required to complete the project. These will be invoiced at PBS' standard rates without markup (rates available upon request). C. Laboratory. PBS utilizes both in -house and outside laboratories for sample analysis. PBS maintains a list of standard rates for sample analyses commonly utilized in conjunction with PBS' services (available upon request). 9. OTHER PROVISIONS: Neither party shall hold the other responsible for delay in performance caused by acts of God, strikes, lockouts, weather, accidents or other events beyond the control of the other or the other's employees and agents. Waiver by one party of any provision, term, condition or covenant owed to it by the other party is to be made only by providing written notice to the other party and such waiver shall not be construed by the first party as a waiver of a subsequent breach of the same provision, term, condition or covenant by the other party. This Agreement supersedes any contract language which may be issued by Client as a matter of standard purchasing protocol without regard to the unique nature of professional services to be rendered by PBS. An opinion of construction, remediation and restoration costs prepared by PBS represents its judgment as a professional. Since PBS has no control over the cost of labor and material, or over competitive bidding or market conditions, PBS does not guarantee the accuracy of its opinion as compared to contractor bids of actual cost to the Client. It is understood and agreed by both parties that PBS, in performing professional services for the Client with respect to hazardous or microbial substances, will make recommendations to the Client but does not have the authority or responsibility to decide where disposal or treatment of such substances takes place, nor to designate how or by whom the hazardous or microbial substances are to be transported for disposal or treatment. It is understood that PBS is not the generator or site operator and does not own nor is it the arranger for disposal of the hazardous waste or other materials discovered, handled or removed from the Property. To the extent required by law, Client agrees to provide timely disclosure to appropriate public agencies of any information regarding the Property (obtained from PBS or from other sources) where such disclosure may be necessary to prevent damage to human health, safety, or the environment. Client agrees that PBS and its subconsultants and subcontractors are not responsible for the creation of the condition(s) PBS is being asked to investigate and that it would be unfair for PBS to be exposed to claims of injury or damage as a result of the conditions. In addition, Client understands that it is possible that exploration and investigation may fail to reveal the presence, location or source of the condition(s) being investigated even when the condition(s) is assumed or expected to exist. Client understands that PBS' failure to discover and /or locate the condition(s) or the spread of the condition(s) through appropriate techniques does not guarantee that the condition(s) does or does not exist. Client agrees that it would be unfair to hold PBS liable for creating the condition(s) or the spread of the condition(s) providing PBS meets a reasonable standard of care in completing the work set out in the PBS Proposal. Accordingly, Client waives any claims against PBS and its subconsultants and subcontractors, and agrees to defend, indemnify and hold harmless PBS and its subconsultants and subcontractors from any and all claims or liability for injury to person or property or loss arising from the creation of the condition(s) or the unintentional exacerbation of the condition(s) by PBS, the exacerbation of hazardous conditions by others, the discovery of any condition, location of any condition and /or allowing any condition to exist. Client also agrees to fairly compensate PBS and its subconsultants and subcontractors for any time spent and expenses incurred in the defense of any such claim. Notwithstanding any provisions in the Agreement to the contrary, PBS' liability for all acts and omissions related to its provision of services to Client under the terms of this Agreement shall be limited to $50,000, and in no circumstances shall such liability of PBS include special or consequential damages. PBS does not provide legal opinions, and recommends Client seek legal counsel for advice on issues such as the appropriateness of a particular scope of work to minimize legal liability. reportability of a condition to a public agency, potential cost recovery from responsible parties, and to assess the value of maintaining attorney /client privilege for work conducted under this Agreement. In the event there is a dispute between PBS and the Client concerning the performance of any provision in this Agreement, the losing party shall pay the prevailing party reasonable attorney's fees and costs in mediation, arbitration, trial or appeal. In addition, Client agrees to pay PBS for all employee time, costs, and witness costs incurred for collection activity. This Agreement can be terminated at any time by either party. If terminated prior to the completion of a scope of work, PBS shall be entitled to its portion of fees for any work performed in accordance with its current rate schedule. L: \Contracting \Client Agreement \2. Master Client Agreements, Terms & Conditions \TermsandConditions3ESA_032812 Page 2 Rev. 03/2012 Exhibit B Payment Schedule Maximum Business Name Property Address Flat Fee 1 Sam Smoke Shop 14452 Tukwila International Boulevard $3,000 2 Spruce Motel 14442 Tukwila International Boulevard $3,000 3 Boulevard Motel 14440 Tukwila International Boulevard $3,000 4 Great Bear Motel 14420 Tukwila International Boulevard $3,000 5 To be named later $3,000 6 To be named later $3,000 Additional Costs Based on time and materials $2,000 W:PW Eng /Projects /A- BG/Tukwila Village 90030222 /Consultant Agreement PBS 103013 Page 6