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HomeMy WebLinkAbout20-011 - PBS Engineering and Environmental, Inc - Hazardous Materials SurveyCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number 20-011(e) Council Approval N/A CONTRACT FOR SERVICES Amendment No. 5 Between the City of Tukwila and PBS Engineering and Environmental, Inc. That portion of Contract No. 20-011 between the City of Tukwila and PBS Engineering and Environmental, Inc. is hereby amended as follows: Section 1 Project Designation: The Consultant is retained by the City to perform Hazmat Materials Survey in connection with the project titled Tukwila Public Works Fleets & Facilities Building Tenant Improvements Project. Section 3 Duration of Acgreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31, 2023, 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 December 31, 2023, unless extension of such time is granted by writing by the City. All other provisions of the contract shall remain in full force and effect. Dated this 15th day of December , 2Q22. CITY OF TUKWILA CONTRACTOR HP eamlesaDoca. Allan Ekberg, Mayor 12-15-2022 Mark Hiley, Sr. Project Manager ATTEST/AUTHENTICATED APPROVED AS TO FORM c--)10.,;11-9 06,2«r, ___-- Devi De8f1828,62941,-682aafelaell feel9 cv ` ce.. isG ffee Christy O'Flaherty, MMC, City Clerk Office of the City Attorney CA Revised December 2416 Page 1 of 1 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: 20-011(d) Council Approval N/A CONTRACT FOR SERVICES Amendment No. 4 Between the City of Tukwila and PBS Engineering and Environmental, Inc. That portion of Contract No. 20-011 between the City of Tukwila and PBS Engineering and Environmental, Inc. is hereby amended as follows: Section 1 Project Designation: The Consultant is retained by the City to perform Hazmat Materials Survey in connection with the project titled Tukwila Public Works Fleets & Facilities Building Tenant Improvements Project. Section 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, 2022, 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 December 31, 2022, unless extension of such time is granted by writing by the City. All other provisions of the contract shall remain in full force and effect. Dated this c2 day of CITY OF TUKWILA C4illeew :66(e.t.9 Key: erclf,1313-2e=frOcSf44cae0.50affe,.. Nioveerdw-e- Allan Ekberg, Mayor 11/23/2021 , 2021. CONTRACTOR Mark Hiley, Sr. Project Manager ATTEST/AUTHENTICATED APPROVED AS TO FORM ent.c0-tr9 6)42iarteAf oe. k9awce Ke, 882,1,1dal /dull Christy O'Flaherty, MMC, City Clerk Office of the City Attorney CA Revised December 2016 Page 1 of 1 '4 1,4 ,0) City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: 20-011(c) Council Approval N/A CONTRACT FOR SERVICES Amendment No. 3 Between the City of Tukwila and PBS Engineering and Environmental, Inc. That portion of Contract No. 20-011 between the City of Tukwila and PBS Engineering and Environmental, Inc. is hereby amended as follows: Section 1 Project Designation: The Consultant is retained by the City to perform Hazmat Materials Survey in connection with the project titled Tukwila Public Works Fleets & Facilities Building Tenant Improvements Project. Section 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. Section 4 Payment: The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: Payment for the work provided by the Consultant shall be made as provided on Exhibit "A" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $22,870.00 (including estimated expenses) without express written modification of the Agreement signed by the City. The total amount for this amendment is $11,710. All other provisions of the contract shall remain in full force and effect. Dated this 8th day of July , 2021. CITY OF TUKWILA CONTRACTOR e,ignecl via SeamlessDocs.com C7/(Law 6A-Ge/g Key: ,01,15,,,I5Ja1boaabb,12.020,1,107 Allan Ekberg, Mayor 07/08/2021 Mark Hiley, Sr. Project Mana e ATTEST/AUTHENTICATED APPROVED AS TO FORM eSignecl via SeamlessDocs.com C-Ph4z7dg C36/(etheYMTg Kay: c11,6001,10,1_1,2c1f3a2sfeeaalOcoS e,gnecl. via ..eamlessDocs.com cj‘ oe. (1,5)adi-eK Key: 1215.abor etl.,,f5,10,,JOEfbebe, Christy O'Flaherty, MMC, City Clerk Office of the City Attorney CA Revised December 2016 Page 1 of 1 May 25, 2021 Hari Ponnekanti Public Works Deputy Director/City Engineer City of Tukwila 6200 Southcenter Blvd Tukwila, WA 98188 RE: Proposal for Hazardous Materials and Environmental Services Tukwila Public Works Fleets and Facilities Building 11210 Tukwila International Blvd, Tukwila, Washington PBS Proposal No.: WA31476R2 PBS Engineering and Environmental, Inc. (PBS) is pleased to provide this proposal to the City of Tukwila (City) for Hazardous Materials and Environmental Consulting Services related to the Tukwila Public Works Fleets and Facilities Building project and the potential for subsurface soil contaminants. PROJECT UNDERSTANDING AND APPROACH It is understood that the building is undergoing refurbishment works that include the installation of subsurface piles and associated pile caps. During excavation work potentially contaminated soil was discovered. Suspect soil is in the vicinity of a former diesel -powered air compressor system. It is also noted that apparent fill material has been observed in the upper 3 -feet of site soils. The purpose of this assessment is to better understand the contamination status of site soils and to determine appropriate steps for management of soil and off-site disposal of excavated soil. SCOPE OF WORK Task 1: Preliminary Evaluation PBS will conduct a preliminary investigation, inclusive of soil sampling, detailed as follows: 1. Provide a Project Geologist with 40 -hour HAZWOPER certification to perform the evaluation. Work will be completed or supervised by a Washington Licensed Geologist. 2. PBS will speak with project staff for information regarding the site history and discovery of potentially contaminated soil. 3. The stockpiled soil area will be inspected, and soil samples will be collected for use in profiling the waste for appropriate off-site disposal. 4. PBS will collect four soil samples from excavation areas, to confirm the contaminants of concern (COCs) through laboratory analysis. 5. A total of four samples will be submitted to the laboratory for following analyses on a standard (approximately 7 -day) turn -around time (TAT): 214 E. GAI..ER STREET, SUITE 300, SEATTI...E, WA 98102 1,,1 206..233..9639 MAIN 1,,1 866.727.0140 FAX 1,,1 PBS l.1w;A.C:OM rfI1.11ErIT Proposal for Hazardous Materials and Environmental Services Tukwila Public Works Fleets and Facilities Building May 25, 2021 Page 2 of 4 Parameter Analysis Method # Samples Soil Gasoline Range Hydrocarbons and Benzene, Toluene, Ethylbenzene, and NWTPH-Gx/8021B 2 Xylenes (BTEX) Diesel Range Hydrocarbons NWTPH-Dx 4 Polycyclic aromatic hydrocarbons (PAHs) EPA Method 8270 2 Select Metals EPA Method 200.8 2 6. Upon receipt of the laboratory report, PBS will review the results of the lab's data quality control/quality assurance testing, discuss any discrepancies with the laboratory and determine if follow-up analytical is warranted. The client and contractor (if requested by the client) will be kept informed as this process progresses. Regulatory Coordination and Project Management Contaminated site assessment in Washington State is conducted in accordance with the substantive requirements of the Model Toxics Control Act (MTCA), Chapter 70.105D of the Revised Code of Washington (RCW) and its implementing regulations, Chapter 173-340 of the Washington Administrative Code (WAC). The MTCA rules have established cleanups levels for compounds that are intended to be protective of human health and the environment. The MTCA Method A Cleanup Levels for Unrestricted Land Use are the adopted as the cleanup criteria for the site at this time. Task 1 Includes ongoing communication with the owner group: • Should the adopted State Cleanup Criteria be exceeded and soil contamination be considered a potential risk to human health or the environmental, PBS will assist the property owner report the spill as a "release of a harmful substance to the environment" to the Washington Department of Ecology (Ecology) in accordance with WAC 173-340-300. • Assist with of waste profiling and off-site disposal. Reporting A letter report will be prepared that presents PBS' findings. Field activities will be described, a site plan will show the approximate sample locations, and laboratory results will be tabulated and compared to appropriate Cleanup Criteria. The report will include copies of laboratory reports and chain of custody documentation. One electronic copy will be provided via email. Task 2: Contaminated Soil Management Plan The purpose of a Contaminated Soil Management Plan (CSMP) is to provide guidance related to managing encountered contaminated soil on site in such a way as to protect human health and the environment during at the redevelopment, and includes: WA31476R2 rfI1.11ErIT Proposal for Hazardous Materials and Environmental Services Tukwila Public Works Fleets and Facilities Building May 25, 2021 Page 3 of 4 • Site background and project summary • Information on current environmental conditions and contaminants of concern • Roles and responsibilities of project team members for the CSMP • Procedures for the management and sampling of new discoveries of contaminated materials. • Procedures for the storage of contaminated soil or debris in stockpiles awaiting sampling, classification, transport, and disposal (should temporary storage occur). • Required documentation for contaminated material handling, storage, loading and disposal. The CSMP will be signed and stamped by a Washington State Licensed Geologist. Task 3: As -Needed Hazardous Materials Sampling PBS will perform sampling of hazardous materials discovered during the project on an as -needed, time -and - materials basis. Sampling services will be authorized by the client via email prior to performance of the work. COMPENSATION ESTIMATE PBS proposes to provide the scope of work on a time -and -materials basis. The following outlines the estimated costs associated with the scope services. Task 1: Preliminary Evaluation Senior Geologist (12 hrs at $150/hr) $1,800 Staff Geologist (10 hrs at $100/hr) $1,000 CAD/drafting (2 hrs at $85/hr) $170 Project Administration (1 hr at $70/hr) $70 Laboratory $1,100 Reimbursable (Equipment use and reimbursable expenses) $200 Task 2: Sub -total $4,340 Task 2: Contaminated Soil Management Plan Senior Geologist (2 hrs at $150/hr) $300 Staff Geologist (20 hrs at $100/hr) $2,000 Project Administration (1 hr at $70/hr) $70 Task 3: Sub -total $2,370 Task 3: As -Needed Hazardous Materials Sampling Time and Materials, Not to Exceed $5,000 Option 1 (Task 1 only): TOTAL ESTIMATED FEE $4,340 Option 2 (Task 1 and 3): TOTAL ESTIMATED FEE $9,340 Option32 (Task 1, 2 and 3): TOTAL ESTIMATED FEE $11,710 This cost estimate includes all labor, materials, transportation, equipment, and other expenses required to complete the work described. WA31476R2 rfI1.11ErIT Proposal for Hazardous Materials and Environmental Services Tukwila Public Works Fleets and Facilities Building May 25, 2021 Page 4 of 4 SCHEDULE PBS is available to begin work on this project immediately upon receipt of a signed copy of this Agreement. JOBSITE SAFETY DURING COVID-19 At PBS, we are committed to keeping our employees, clients, contractors, and communities healthy. We are following federal, state, and local guidelines and recommendations in response to COVID-19 as we strive to balance public health concerns and delivery of our projects. For the foreseeable future, these precautions will include continuing to observe social distancing and other engineering controls to minimize risk. Our staff will be wearing face coverings and personal protective equipment (PPE) in situations where other controls cannot be applied. APPROVAL Please indicate acceptance of this Agreement by returning a signed copy of this Agreement or a purchase order incorporating the terms and conditions of this Agreement. Please feel free to contact me at 206.233.9639 or ken.nogeire@pbsusa.com with any questions or comments. Sincerely, Ken Nogeire, LHG Senior Geologist PBS Engineering and Environmental Inc. Reviewed by: Mark Hiley WA31476R2 ACCEPTED BY: City of Tukwila Please check one: o Option 1 (Task 1 only): $4,340 o Option 2 (Task 1 and 3): $9,340 O Option 3 (Task 1, 2 and 3): $11,710 Signature of Authorized Representative Name (Please Print) Title Date City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number 20-01 (b) CONTRACT FOR SERVICES Amendment No. 2 Between the City of Tukwila and PBS Engineering and Environmental, nc. That portion of Contract No, 20-011 between the City of Tukwila and PBS Engineering and Environmental, Inc. is hereby amended as follows: 3. Duration of Acireement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31, 2021, 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 December 31, 2021 unless extension of such time is granted by writing by the City. The duration of the contract is now through December 31, 2021, unless modified by supplemental agreement. All other provisions of the contract shall remain in full force and effect. Dated this 16th day of December , 2020. CITY OF TUKWILA CONTRACTOR DgitIy5igned by Mark novit 4:0-1 A. Hiley ?/ Se5e/t-g Date; 2020.12.04 125813 '08°00" Allan Ekberg, Mayor 12/16/2020 ATTEST/AUTHENTICATED c134.€4t-9 6,677(cthe Mark Hiley, Sr. Project Manager APPROVED AS TO FORM c q..5erwee- Christy O'Flaherty, MMC, City Clerk Office of the City Attorney CA Revised December 2016 ) / ) Page 1 of 1 City of Tukwila Agreement Number: 6200 Southcenter Boulevard, Tukwila WA 98188 ECONTRACT FOR SERVICES Amendment # 1 Between the City of Tukwila and PBS Environmental. 20-011(a) Council Approval N/A That portion of Contract No. 20-011 between the City of Tukwila and PBS Environmental is hereby amended as follows: Section 2 : Scope of Services. The scope of services is expanded to additional work identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. Section 4. Payment. The contract is revised to add $7,710 per the attached exhibit A to bring the total contract amount to $11,160. All other provisions of the contract shall remain in full force and effect. Dated this 13 day of APRIL , 20Z0 CITY OF TUKWILA Henry Hash, Public Works Director CONTRACTOR Digitally signed by Mark A Hiley Date: 2020.04.10 11:20:15 -cmocr Printed Name: Mark Hiley ATTEST/AUTHENTICATED APPROVED AS TO FORM CA Revised December 2016 n;c giv-LAA s Page 1 of 1 Exhibit A April 3, 2020 HahPonnekond PubIc Works Deputy Director/City Engneer City of Tukwila G2O0SouthcenterBlvd Tukwila, WA 98188 RE: Proposal for Hazardous Materials Consulting Services Tukwila Public Works Fleets and Facilities Building (Former Heiser Body Co.) 11210 Twk*x|mInternational Blvd, Tukwila, Washington PBS Proposal No.: WA29990REV PBS PBS Engineering and Environmental, Inc. (PBSis pleased to provide this proposal to the City of Tukwila (Cityfor Hazardous Materials Consulting Services related to the Tukwila Public Works Fleets and Facilities Building project. This proposal outlines our proposed services and fees related to asbestos -containing materials (A[K4s).lead- containing paint (LCP), and mercury -containing fluorescent amps. Our project approach and associated fees are based on our communication and scope of work documents provided by SHKS ArhitectsPBSunderstandstheontidpatedscopeufwnrkindudosthainstaUabonof an elevator and associated machine room and penthouse. Following is an outline of our proposed services and fees. CONTRACT DOCUMENT DEVELOPMENT Contract requirements for work related to asbestos and lead will be developed based upon data gathered during the investigation and testing. The following tasks will be performed as part of the design development process. 1. Collect two (2) dust wipe samples inside the building to be analyzed for RCRA 8 metals.Theasuhsofthe wipe samples will be used to determine the scope of dust cleaning inside the building. 2. Develop technical specifications representing locations and quantities of ACMs to be abated, sampling information, particular means and methods, and appropriate references to other specification sections. 3. Develop specifications addressing components requiring compliance with lead -related regulations (WAC 296'155),samp|inginfnrmationand references to other specification sections. Information related to LCP will be included on the hazardous materials abatement plans. This section will also address requirements related to cleaning of settled dust that may potentially contain metals. 4. PBS will develop specifications to direcproper handling and recycling of mercuning fluorescent lamps. 5. PBS will produce hazardous material abatement plans utilizing base plans to be provided by the City or SHKS Architects. 6. PBS will submit the contract documents outlined above to the design team for inclusion in the demolition design. PBS will provide draft documents at 75% and 90% CD for review and final bid documents for both the abatement/demolition bid package and the overall construction bid package. 214 E GALER STREET, SUITE 300, ssArrLs, vvAeumz~zoa.z3l9o3s MAIN °aoa.7z7.OwVFAX . rom Proposal for Hazardous Materials Consulting Services Tukwila Public Works Fleets and Facilities Building April 2, 2020 Page 2 of 3 7. PBS rewill attend the pre-bid meeting to facilitate the bidding process. PBS will respond to written questions from bidders through SHKS Architects. 8. PBS will issue written addenda, as necessary, to further clarify the scope of work. ABATEMENT OBSERVATION, MONITORING AND CLOSEOUT SERVICES PBS proposes the fotiowing services to occur during the Construction Period of the project: 1. PBS will provide review and comment of pre -job submittals provided by the contractor. A written summary of our review will be provided. PBS will attend one pre -construction meeting on site. 2. PBS will provide project management and oversight during the abatement phase. The projectmanager will ensure that technical issues are properly addressed, assist with on-site coordination, and enforce specification requirements. The project manager will also ensure that all documentation necessary for regulatory compliance is transmitted, maintained and compiled. PBS's pject manager will review and respond to abatement contractor submittals. PBS's project manager will attend one (1) weekly meeting, if necessary, during hazardous materials abatement. If attendance of the meeting is not warranted or issues can be handled via phone conversations this fee will be reduced. 3. An experienced industrial hygienist will perform the following tasks: a. On-site project management, including communication with project team members' client representative and other concerned parties; b. Review and respond to RFIs from contractors, as necessary; c. Air monitoring and sample analysis; d. Close observation of all abatement activities including daily inspection of each work area and verification of materials abated; e. f. g. h. Completion of field observation reports; Advise the City if the contractor is not in compliance with specifications and governing regulations; Issue a "stop abatement work" order if, in PBS's opinion, the abatement contractor's activities pose an immediate threat to the health of employees or the public, or may be exposing the building owner to unwarranted liability; Immediately notify the University if a stop work order is issued; i. Perform post abatement visual inspections; Compile all necessary p'ect documentation including contractor submittalsair data and field reports and incorporate nto a closeout report. 2. PBS will collect air samples inside and outside the contained/regulated workareasbefore during and after abatement activities. Air monitoring will be conducted by PBS in accordance with the Construction Documents and applicable Federal, State and local regulations for asbestos removal. Air samples will be collected and analyzed using Phase Contrast Microscopy (PCM), in accordance with the NIOSH 7400 Method of analysis. All field inspectors are highly qualified PCM analysts and have completed NIOSH 582 or equivatency training for PCM analysis. All PCM samples will be analyzed on site so that results are immediately available. Costs for air sampte collection and analysis are included in the hourly rate. 3. Handwritten reports will be made available immediately following each work shift. Air sampling results will be posted at the job site and will be reported to the University. All air sample results will be included in the closeout report at the project completion. Proposal for Hazardous Materials Consulting Services Tukwila Public Works Fleets and Facilities Building April 2, 2020 Page 3 of 3 4. Prior to commencement of lead -related activities, PBS will review written lead compliance programs per WAC 296-155-17607. ESTIMATED FEES Following is a breakdown of PBS's estimated fees for each task outlined above: Design Period Services Project Designer (12 hrs © $145/hr) $1,740.00 AHERAInspector (8hrs @ $95/hr) $760.00 CAD Drafting (4 hrs @ $90/hr) $360.00 Administrative Support (4 hrs @ $70/hr) $280D0 RCRA 8 Metals Wipe Samples (2 @ $150/samp|e) $300D0 Reimbursables (reproduction, mileage, etc.) $100 00 SUBTOTAL $3,540.00 Hazardous Materials Abatement Services (Estimated — 2 Abatement Shifts) Senior Pject Manager (8 hrs @ $145/hr) $1,16080 Industrial Hygienist (20 hrs @ $95/hr) $1,000D0 Administrative Support (4 hrs @ $70/hr) $280.00 Closeout Report (4 hrs © $145/hr) $580.00 Bulk Asbestos Samples - Rush (3 @ $50 ea) $15080 MisceHaneous Expenses (Equipment, supplies) $100 00 SUBTOTAL $4`170'00 TOTAL ESTIMATED FEE $7,710.00 The above fee is based on 2 abatement oversight shifts. The actual number of shifts needed by the contractor to complete the work may vary. PBS will obtin written client authorization should additional abatement oversight shifts be required. Thank you for the opportunity to submit our proposal and we look forward to working with you in the future. Respectfully, ACCEPTED BY: �.ned Mark� '~''7Date:2020.0^03 1056:09 -ono' Mark A. Miley Attachment: PBS General Terms and Conditions Name Title Signature Date PBS 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 letter proposal and scope of work (collectively, the "SOW") from PBS Engineering and Environmental Inc. ("PBS") to Client (as defined in the letter proposal). The Terms and Conditions and the SOW (collectively, the "Agreement") represent the entire and integrated agreement between Client and PBS. This Agreement supersedes all prior negotiations, representations, or agreements, written or oral. If there are any inconsistencies between the SOW and the Terms and Conditions, the SOW shall control. Any services outside the SOW will be considered an "extra" and billed directly to the Client, outside of the contract amount, on a "Time and Materials" basis in accordance with PBS's currently established bill rates and these Terms and Conditions. The Agreement memorializes the contractual obligations of PBS and Client with respect to PBS' delivery of professional consulting services to Client as an engineer, consultant, or owner representative. 1. PROFESSIONAL LIABILITY AND STANDARD OF CARE: PBS will perform the professional services described in the SOW in accordance with the 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. PBS makes no other warranty, express or implied, in connection with its performance of its professional services. If PBS' services under this Agreement do not include observation or review of contractor performance during construction phase, PBS services are deemed complete on the date the design is completed or if applicable, the date when the approving authority approves the design. Client assumes all responsibility for the application and interpretation of the construction phase review of design. 2, TERM AND TERMINATION: This Agreement will remain in full force and effect until all work described in the SOW has been completed and Client has paid for the work in full. Client may terminate this Agreement at any time and for any reason by providing written notice to PBS of its decision to terminate. Client is responsible for payment of all fees for any work performed by PBS through the date and time PBS receives the written termination notice. The amount of fees owed will be established by the SOW and PBS' then current rate schedule. PBS may elect to suspend or terminate this Agreement for nonpayment of its fees. If PBS elects to suspend services, PBS will give Client seven days' written notice to cure the nonpayment before suspending services. In the event of a suspension of services, PBS shall have no liability to Client because of the suspension and Client shall indemnify, defend, and hold PBS harmless from and against any claims arising out of or in any way related to such suspension. If Client fails to cure a nonpayment after a suspension that lasts thirty (30) days, PBS may terminate this Agreement and recover its fees as provided in this Agreement and by law. 3. INDEPENDENT CONTRACTOR: Client has retained PBS, including its subconsultants and subcontractors, to perform the services and to prepare any deliverables described in the SOW as an independent contractor. Accordingly, PBS is not responsible for the following: (a) the health and safety of Client's personnel or other persons present on the Property (as defined in paragraph 8 below) at the time PBS performs its field services; (b) the overall status of Client's project; (c) any damage to any real or personal property of Client unless it results from an intentional or negligent act of PBS; (d) the interpretation of any PBS report, design drawings, or results by others; (e) any use of PBS reports, design drawings, or results by Client or others except as specifically set forth herein; or (f) any other matter not encompassed in the SOW. 4. INSURANCE AND LIMITATION OF PBS' LIABILITY: PBS carries the following insurance: Worker's Compensation and/or Employer's Liability as required by law; Commercial General Liability ($1,000,000 per occurrence/$2,000,000 aggregate); Employer's Liability ($1,000,000); Business Automobile Liability ($1,000,000); and Professional Liability ($1,000,000), including pollution liability coverage. PBS makes no representations or warranties concerning the effect, applicability, or scope of such insurance. Client acknowledges and agrees that PBS' maximum liability to Client for any breach of this Agreement or for any PBS act or omission affecting client, including negligence, shall not exceed the policy limits for any policy of insurance that applies to the breach, act, or omission. Under no circumstances shall PBS be liable to Client for any indirect, incidental, special, punitive, or consequential damages, including any loss of use, profit or revenue. 5. RATE SCHEDULE: Fees for services are based on the number of hours spent working on Client's project by PBS personnel, including travel, plus all reimbursable expenses. PBS hourly rates will be billed as stated in the SOW or at its current hourly rates as applicable (current rates are available upon request). Invoices will include sales tax when required. 6. REIMBURSABLE EXPENSES: A. Outside Services. Services performed by any subconsultants or subcontractors will be invoiced at cost plus 15 percent (15%). Examples of services that may be subcontracted include other professional disciplines, soil boring, well installation, heavy and specialty equipment operators, geophysical surveys, commercial data base search providers, and computer programming. Remediation, Abatement, General Construction and Software services will be invoiced as quoted. 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 deposits will be invoiced at cost plus 10 percent (10%), Certain PBS -owned equipment (for sampling, testing, personal protective equipment, surveying, mapping, vehicle mileage, photocopying, etc.) may be required to complete Client's 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). 7. PAYMENTS TO PBS AND LIEN RIGHTS: Invoices for services performed will be submitted periodically, but no more frequently than monthly. Invoices will describe the work PBS has performed and hours worked, reimbursable expenses incurred, and the total amount due to PBS in accordance with this Agreement. All invoices are due net thirty (30) days and an account will become delinquent 30 days after the invoice date. Delinquent accounts shall bear interest at the rate of eighteen percent (18%) per annum; provided, however, that if 18% per annum exceeds the maximum rate allowable by law, the maximum rate allowable by law will apply instead. If Client contests an invoice, Client may withhold only that portion contested and must pay the undisputed portion. Client acknowledges and agrees that if PBS may assert a lien against Client's project to secure payment for its services to the extent permitted by law. L:\ Contracting VHS Contract Documents\TermsandConditions_General.pdf Page 1 of 2 Rev. 10/2018 General Terms and Conditions for Professional Services 8. RIGHT OF ENTRY: Unless otherwise agreed in writing, Client will furnish PBS with a legal right -of -entry to any real property PBS is required to access in order to perform its services (the "Property') and that Client will be responsible for securing appropriate conditions concerning the time, place, and manner of PBS' entry upon the Property to perform its services. PBS will take reasonable precautions to minimize damage to the Property in the performance of its services. Restoration of the Property to its approximate condition prior to performance of PBS' services is not provided unless it is expressly included in the SOW. 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 (15%) to its fee. 9. BURIED UTILITIES: PBS field personnel are trained in the public utility notification process and the risk of subsurface work encountering buried utilities. PBS personnel will avoid observable hazards or utilities at the Property and will take reasonable precautions to avoid damage to subsurface structures and utilities. PBS is not responsible for damage or loss due to undisclosed or unknown surface or subsurface conditions. Client will hold PBS and PBS subcontractors harmless from any loss resulting from inaccuracy of markings, of plans, or lack of plans, relating to the location of utilities. Note: Utility locates typically require two full working days' advance notice. 10. RETENTION OF RECORDS AND SAMPLES: Client may make and retain copies of documents provided to Client for reference with the understanding that such documents may not be relied upon unless signed by PBS or its consultants. PBS has a Records Retention policy (available upon request), and pursuant thereto, client acknowledges that PBS has the right to destroy copies of documents without seeking further approval from Client. Samples retained by PBS and not subject to the recipient laboratory retention policy will be discarded 30 days after submission of PBS' final report unless other arrangements are made. 11. EMPLOYEE AND SERVICES SOLICITATION: Client agrees not to solicit or tender any employment offer of/to any PBS employee, or consulting services offer to any PBS subcontractor assigned to perform work for Client under this Agreement within six (6) months of completion of their part of the work without PBS' prior written approval. Client agrees that any breach of this provision resulting in the Client hiring any PBS employee for employment or any PBS subcontractor for consulting services will cause damage to PBS and obligate the Client to reimburse PBS for recruitment and service fees incurred in connection with the breach upon demand by PBS. 12. OWNERSHIP OF INTELLECTUAL PROPERTY: All concepts, plans, drawings, specifications, designs, models, reports, photographs, computer software, surveys, calculations, construction and other data, documents, and processes produced by PBS pursuant to this Agreement, including all copyright and other intellectual property therein (collectively, the "Instruments of Service"), are and shall at all times remain PBS' property. Any Client use of any Instruments of Service is permitted only if authorized by a written agreement executed by PBS and Client. Any unauthorized use or distribution of any Instruments of Service is a violation of this Agreement, will cause damage to PBS, and shall be at Client and recipient's sole risk. Accordingly, Client agrees to indemnify, defend, and hold PBS, its officers and employees, and its subconsultants and subcontractors harmless from and against any and all claims, damages, costs, losses, and expenses, including but not limited to attorney fees and costs of arbitrations, mediations, trials, proceedings in bankruptcy, or appeals, arising out of or in any way related to Client's unauthorized use, sale, or delivery to any third party of any Instrument of Service. 13. TIME FOR COMPLETION: If, through no fault of PBS, the schedule to provide our services is changed, then the time for completion of PBS's services, and the rates and amounts of PBS' compensation shall be adjusted equitably via contract amendment. PBS shall not be responsible for delays in completing its services that cannot be reasonably foreseen at the time of entering into this agreement, or for delays caused by factors beyond PBS's control. 14. MISCELLANEOUS: 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. Any waiver of any provision, term, or condition, in this Agreement must be in writing and any such waiver will not be construed as a waiver of any subsequent breach of the same provision, term, or condition. PBS may rely upon the accuracy and completeness of all information furnished by Client and may use such information in performing or furnishing services under this Agreement. An opinion of construction, remediation, and restoration costs prepared by PBS represents its judgment as a professional. PBS has no control over the cost of labor and material, or over competitive bidding or market conditions. If the SOW includes the investigation, remediation, or disposal of solid or hazardous wastes or substances, then the following terms shall apply: (a) PBS will assist Client with its legal obligation to make a hazardous waste determination and then act as an arranger with respect to solid and hazardous waste management only. Client acknowledges its full and sole responsibility to otherwise manage its solid and hazardous wastes and its ultimate liability for final disposal of all the solid and hazardous wastes it generates; (b) Should any release of hazardous substances or any other matter requiring notification to governmental authorities arise while PBS performs the services under this Agreement, Client acknowledges its responsibility to make such notification and agrees to do as required by applicable law; and, (c) Client agrees that PBS and its subconsultants and subcontractors are not responsible for any known or unknown pre-existing hazardous substance condition(s) PBS is being asked to investigate at the Property (collectively, "pre-existing conditions"). Accordingly, Client agrees to defend, indemnify, and hold PBS and its subconsultants and subcontractors harmless from liability for injury to person or property or loss arising from any pre-existing conditions, the unintentional exacerbation of any pre-existing conditions by PBS, and the exacerbation of pre-existing conditions by any third parties. PBS does not provide legal opinions or advice. Client should consult with an attorney for advice on any legal issues related to this Agreement including efforts to minimize legal liability, the reportability of a condition to a public agency, potential cost recovery from responsible parties, and the possibility of protecting PBS' services under the attorney-client and attorney work product privileges. 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's reasonable attorneys fees and costs in mediation, arbitration, trial, any proceeding in bankruptcy, and in any appeal or review. In addition, Client agrees to pay PBS for all employee time, costs, and witness costs incurred for collection activity. All disputes between Client and PBS shall be settled by arbitration in accordance with the rules of JAMS Mediators and Arbitrators. L:\ Contracting\'PB5 Contract Documents\TermsandConditions_General.pdf Page 2 of 2 Rev. 10/2018 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: CONSULTANT AGREEMENT FOR HAZARDOUS MATERIALS SURVEY 20-011 Council Approval N/A THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and PBS Engineering and Environmental, Inc. 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 Hazmat Materials Survey in connection with the project titled Citv Of Tukwila PW Fleet and Facilities Building Tenant Improvements Project. 2. Scope of Services. The Consultant agrees to perform the eemicea, 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, 2020 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 aU services and provide alt work product required pursuant to this Agreement no tater than December, 31, 2020 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 foliows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "A, provided that the total amount of payment to the Consultant shall not exceed $3.450 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. 5. Ownership and Use of Documents. All doounnento, drawingx, 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 vvhioh 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 d0CunlentS, dr8vvings, specifications or other materials by the City on any project other than the prject specified in this Agreement. 6. Compliance with Laws. The Consultant ahm|/, 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 dafend, 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 Iiability 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, emnp|VyeeS, and volunteers, the Consultant's liability hereunder shali 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 RCVV, 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 Ag[e8rnent, insurance against claims for injuries to persons or damage to property which may arise from Orin connection with the performance of the work hereunder by the {|onau|t8nt, its egento, 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 Iimits 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 eridorsed to provide contractual liability coverage. 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. Page 2 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 lnsurance, 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. AcceptabilInsurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VU. D. Verification of Coverage. Consultant shall furnish the City with originalnertificaLeoondg 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 secflon 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 uonoe||ation, 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. S. 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 prngnanm, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or peraon. other than a bonafide employee working solely for the Consu|tont, 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 CDDSideraiioM, or otherwise PecVver, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 11. Discrimination Prohibited. The Conou|tont, with regard to the work performed by it under this Agnaen08D[, will not discriminate on the grounds of race, religion, creed, CO|Or, national origin, age, veteran status, sex, sexual 0rient8tiOD, 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. Page 3 13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time imitation provided for in this Agreement shall not constitute a waiver of any other provision. 14. Termination. A. TheCitvrBean/es 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,theSurvivingmn8nlbenS0fUleConSultard hereby agree to complete the work under the terms of this Agreement, if requested to do so by the Cfty. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consuitant 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 vvith, all applicable federal, state and local |ovvs, ragu|adone, and ru|eS, 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 Iaid 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. 10. 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 A0neennen[, 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. 17. Notices. Notices to the City of Tukwila shall be sent to the foliowing address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the followirig address: PBS, Engineering and Environmental, Inc. 214 East Galer Street, Ste 300 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 nogotio[ione, nepueeant8tiOno, 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. Page 4 DATED this D day of , 20 2 0 CITY OF TUKWILA CONSULTANT Henry ash, Public Works Director By: /2044 Printed Name: Mae K ley Title: frc4 Page 5 �����~^&~^1� �� Exhibit ��� January 17, 2020 Hari Ponnekanti Public Works Deputy Director/City Engineer aty of Tukwila 6200SouthcenterBlvd Tukwila, WA 98188 PBS RE: Proposal for a Hazardous Materials Survey Tukwila Public Works Fleets and Facilities Building (Former Heiser Body Co.) 11210 Tukwila International BIvd, Tukwila, Washington PBS Proposal No.: WA29202 PBS Engineering and Environmental, Inc. is pleased to provide this proposal for a Hazardous Materials Survey related to the renovation of the building for use by the City of Tukwila Public Works Department. This proposal outlines our proposed services and fees related to asbestos -containing materials (ACMs), lead -containing paint (LCP). PCB -containing ballasts and mercury -containing Iamps. Our project approach and associated fees are based upon our communication with SHKS Architects concerning the scope of the project. It is our understanding that tenant improvements will include restrooms and locker rooms, offices, conference, lunch room, storage, vehicle maintenance shops, welding and machine shops and associated support spaces. However, the scope of the survey will include the entire building. Following is an outline of our proposed services and associated fees. INVESTIGATION PHASE The foliowing tasks shall be completed during the investigation phase. 1. PBS will perform quantification of materials and verification of conditions and locations. As appropriate, PBS will collect and analyze bulk samples of suspect ACMs according to AHERA protocols. Analysis will be performed using Polarized Light Microscopy (PLM). Included in the scope of these services is the collection and analysis of up to 50 asbestos samples. Credit will be provided for samples not collected. 2. PBS will sample representative painted components of the building for the presence of lead -containing paint (LCP). Analysis will be performed using atomic absorption methodology (AA). Included in the scope of these services is the collection and analysis of up to 15 lead paint samples. 3. PBS will perform investigation of representative fluorescent light fixture ballasts to determine the presence of polychlorinated biphenyls (PCBs). Light fixture ballasts considered to contain PCBs will be quantified 4. PBS will quantify mercury -containing fluorescent lamps to be removed as part of the renovations. 5. PBS will provide a report of our findings. This report will outline quantities and Iocations of ACMs, the extent of LCP, and the quantity of suspect PCB -containing fluorescent light fixture ballasts and mercury - containing fluorescent lamps. nercury'containingf|uonesc*nt|amps. 6. An abatement cost estimate will be provided at the conclusion of the investigation phase. This document will be in a spreadsheet format and will be provided separately from the survey report. 214 EAST GALER STREET, SUITE aun, scATTLs, vvAeu/uz"zns.z3a.9aa9 MAIN • aosJzrownFAX • ra�u��com Proposal for a Hazardous Materials Survey Tukwila Public Works Fleets and Facilities Building January 17, 2020 Page 2 of 2 EXCLUSIONS TO THE SCOPE OF WORK The scope of work and associated labor and sample budgets outlined in this proposal are based upon our preliminary understanding of the work. The following outlines PBS's limitations of scope for our proposed services: 1. PBS will inspeconly accessible areas of the structure. Inaccessible areas are those requiring confined space protocols or fall protection. Should inspection of such areas be required, PBS will notify the client and submit a proposal for additional inspection services. 2. PBS will collect and analyze only the number of types of samples as outlined above. Should conditions warrant additional sample collection and/or analysis, PBS will notify BLRB Architects and provide such services at our standard rates. Sample turnaround is presumed to be non -rush. 3. Design and construction period services are not included. A proposal for these services will be provided upon completion of the hazardous materials survey. ESTIMATED FEES Following is a breakdown of PBS's estimated fees for each task outlined above: Task 01 — Investigation Period Services Senior ProjecManager (4 hrs @ $145/hr) $58010 AHERAInspector (1Ghrs0P$g6/hr) $1,520.00 Administrative (3 hrs @ $70/hr) $210.00 PLM Asbestos Analysis (50 © $15/ea) $YGODO AALead Paint Chip Analysis (15@V$26/ea) $29080 Reimbursable Expenses (sampling equipment, mileage, etc.) $10080 TASK 01 TOTAL $3,450.00 The estimated fee and the terms under which our services are provided are in accordance with our General Terms and Conditions dated 10/2018. Thank you for the opportunity to submit our proposal and we look forward to working with you in the future. Respectfully, ACCEPTED BY: Digitally signed ����^����xn� —7 Date: 2020u1.17 Mark Hiley Senior Project Manager Name Title Signature Date Attachment: PBS General Terms and Conditions Ei PBS 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 letter proposal and scope of work (collectively, the "SOW") from PBS Engineering and Environmental Inc. ("PBS") to Client (as defined in the letter proposal). The Terms and Conditions and the SOW (collectively, the "Agreement") represent the entire and integrated agreement between Client and PBS. This Agreement supersedes all prior negotiations, representations, or agreements, written or oral. If there are any inconsistencies between the SOW and the Terms and Conditions, the SOW shall control. Any services outside the SOW will be considered an "extra" and billed directly to the Client, outside of the contract amount, on a "Time and Materials" basis in accordance with PBS's currently established bill rates and these Terms and Conditions. The Agreement memorializes the contractual obligations of PBS and Client with respect to PBS' delivery of professional consulting services to Client as an engineer, consultant, or owner representative. 1. PROFESSIONAL LIABILITY AND STANDARD OF CARE: PBS will perform the professional services described in the SOW in accordance with the 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. PBS makes no other warranty, express or implied, in connection with its performance of its professional services. If PBS' services under this Agreement do not include observation or review of contractor performance during construction phase, PBS services are deemed complete on the date the design is completed or if applicable, the date when the approving authority approves the design. Client assumes all responsibility for the application and interpretation of the construction phase review of design. 2. TERM AND TERMINATION: This Agreement will remain in full force and effect until all work described in the SOW has been completed and Client has paid for the work in full. Client may terminate this Agreement at any time and for any reason by providing written notice to PBS of its decision to terminate. Client is responsible for payment of all fees for any work performed by PBS through the date and time PBS receives the written termination notice. The amount of fees owed will be established by the SOW and PBS' then current rate schedule. PBS may elect to suspend or terminate this Agreement for nonpayment of its fees. If PBS elects to suspend services, PBS will give Client seven days' written notice to cure the nonpayment before suspending services. In the event of a suspension of services, PBS shall have no liability to Client because of the suspension and Client shall indemnify, defend, and hold PBS harmless from and against any claims arising out of or in any way related to such suspension. If Client fails to cure a nonpayment after a suspension that lasts thirty (30) days, PBS may terminate this Agreement and recover its fees as provided in this Agreement and by law. 3. INDEPENDENT CONTRACTOR: Client has retained PBS, including its subconsultants and subcontractors, to perform the services and to prepare any deliverables described in the SOW as an independent contractor. Accordingly, PBS is not responsible for the following: (a) the health and safety of Client's personnel or other persons present on the Property (as defined in paragraph 8 below) at the time PBS performs its field services; (b) the overall status of Client's project; (c) any damage to any real or personal property of Client unless it results from an intentional or negligent act of PBS; (d) the interpretation of any PBS report, design drawings, or results by others; (e) any use of PBS reports, design drawings, or results by Client or others except as specifically set forth herein; or (f) any other matter not encompassed in the SOW. 4. INSURANCE AND LIMITATION OF PBS' LIABILITY: PBS carries the following insurance: Worker's Compensation and/or Employer's Liability as required by law; Commercial General Liability ($1,000,000 per occurrence/$2,000,000 aggregate); Employer's Liability ($1,000,000); Business Automobile Liability ($1,000,000); and Professional Liability ($1,000,000), including pollution liability coverage. PBS makes no representations or warranties concerning the effect, applicability, or scope of such insurance. Client acknowledges and agrees that PBS' maximum liability to Client for any breach of this Agreement or for any PBS act or omission affecting client, including negligence, shall not exceed the policy limits for any policy of insurance that applies to the breach, act, or omission. Under no circumstances shall PBS be liable to Client for any indirect, incidental, special, punitive, or consequential damages, including any loss of use, profit or revenue. 5. RATE SCHEDULE: Fees for services are based on the number of hours spent working on Client's project by PBS personnel, including travel, plus all reimbursable expenses. PBS hourly rates will be billed as stated in the SOW or at its current hourly rates as applicable (current rates are available upon request). Invoices will include sales tax when required. 6. REIMBURSABLE EXPENSES: A. Outside Services. Services performed by any subconsultants or subcontractors will be invoiced at cost plus 15 percent (15%). Examples of services that may be subcontracted include other professional disciplines, soil boring, well installation, heavy and specialty equipment operators, geophysical surveys, commercial data base search providers, and 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 deposits will be invoiced at cost plus 10 percent (10%). Certain PBS -owned equipment (for sampling, testing, personal protective equipment, surveying, mapping, vehicle mileage, photocopying, etc.) may be required to complete Client's 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). 7. PAYMENTS TO PBS AND LIEN RIGHTS: Invoices for services performed will be submitted periodically, but no more frequently than monthly. Invoices will describe the work PBS has performed and hours worked, reimbursable expenses incurred, and the total amount due to PBS in accordance with this Agreement. All invoices are due net thirty (30) days and an account will become delinquent 30 days after the invoice date. Delinquent accounts shall bear interest at the rate of eighteen percent (18%) per annum; provided, however, that if 18% per annum exceeds the maximum rate allowable by law, the maximum rate allowable by law will apply instead. If Client contests an invoice, Client may withhold only that portion contested and must pay the undisputed portion. Client acknowledges and agrees that PBS may assert a lien against Client's project to secure payment for its services to the extent permitted by law. L:\ Contracting\'PBS Contract Documents\TermsandConditions_General.pdf Page 1 of 2 Rev. 10/2018 General Terms and Conditions for Professional Services 8. RIGHT OF ENTRY: Unless otherwise agreed in writing, Client will furnish PBS with a legal right -of -entry to any real property PBS is required to access in order to perform its services (the "Property") and that Client will be responsible for securing appropriate conditions concerning the time, place, and manner of PBS' entry upon the Property to perform its services. PBS will take reasonable precautions to minimize damage to the Property in the performance of its services. Restoration of the Property to its approximate condition prior to performance of PBS' services is not provided unless it is expressly included in the SOW. 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 (15%) to its fee. 9. BURIED UTILITIES: PBS field personnel are trained in the public utility notification process and the risk of subsurface work encountering buried utilities. PBS personnel will avoid observable hazards or utilities at the Property and will take reasonable precautions to avoid damage to subsurface structures and utilities. PBS is not responsible for damage or loss due to undisclosed or unknown surface or subsurface conditions. Client will hold PBS and PBS subcontractors harmless from any loss resulting from inaccuracy of markings, of plans, or lack of plans, relating to the location of utilities. Note: Utility locates typically require two full working days' advance notice. 10. RETENTION OF RECORDS AND SAMPLES: Client may make and retain copies of documents provided to Client for reference with the understanding that such documents may not be relied upon unless signed by PBS or its consultants. PBS has a Records Retention policy (available upon request), and pursuant thereto, client acknowledges that PBS has the right to destroy copies of documents without seeking further approval from Client. Samples retained by PBS and not subject to the recipient laboratory retention policy will be discarded 30 days after submission of PBS' final report unless other arrangements are made. 11. EMPLOYEE AND SERVICES SOLICITATION: Client agrees not to solicit or tender any employment offer of/to any PBS employee, or consulting services offer to any PBS subcontractor assigned to perform work for Client under this Agreement within six (6) months of completion of their part of the work without PBS' prior written approval. Client agrees that any breach of this provision resulting in the Client hiring any PBS employee for employment or any PBS subcontractor for consulting services will cause damage to PBS and obligate the Client to reimburse PBS for recruitment and service fees incurred in connection with the breach upon demand by PBS. 12. OWNERSHIP OF INTELLECTUAL PROPERTY: All concepts, plans, drawings, specifications, designs, models, reports, photographs, computer software, surveys, calculations, construction and other data, documents, and processes produced by PBS pursuant to this Agreement, including all copyright and other intellectual property therein (collectively, the "Instruments of Service"), are and shall at all times remain PBS' property. Any Client use of any Instruments of Service is permitted only if authorized by a written agreement executed by PBS and Client. Any unauthorized use or distribution of any Instruments of Service is a violation of this Agreement, will cause damage to PBS, and shall be at Client and recipient's sole risk. Accordingly, Client agrees to indemnify, defend, and hold PBS, its officers and employees, and its subconsultants and subcontractors harmless from and against any and all claims, damages, costs, losses, and expenses, including but not limited to attorney fees and costs of arbitrations, mediations, trials, proceedings in bankruptcy, or appeals, arising out of or in any way related to Client's unauthorized use, sale, or delivery to any third party of any Instrument of Service. 13. TIME FOR COMPLETION: If, through no fault of PBS, the schedule to provide our services is changed, then the time for completion of PBS's services, and the rates and amounts of PBS' compensation shall be adjusted equitably via contract amendment. PBS shall not be responsible for delays in completing its services that cannot be reasonably foreseen at the time of entering into this agreement, or for delays caused by factors beyond PBS's control. 14. MISCELLANEOUS: 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. Any waiver of any provision, term, or condition, in this Agreement must be in writing and any such waiver will not be construed as a waiver of any subsequent breach of the same provision, term, or condition. PBS may rely upon the accuracy and completeness of all information furnished by Client and may use such information in performing or furnishing services under this Agreement. An opinion of construction, remediation, and restoration costs prepared by PBS represents its judgment as a professional. PBS has no control over the cost of labor and material, or over competitive bidding or market conditions. If the SOW includes the investigation, remediation, or disposal of solid or hazardous wastes or substances, then the following terms shall apply: (a) PBS will assist Client with its legal obligation to make a hazardous waste determination and then act as an arranger with respect to solid and hazardous waste management only. Client acknowledges its full and sole responsibility to otherwise manage its solid and hazardous wastes and its ultimate liability for final disposal of all the solid and hazardous wastes it generates; (b) Should any release of hazardous substances or any other matter requiring notification to governmental authorities arise while PBS performs the services under this Agreement, Client acknowledges its responsibility to make such notification and agrees to do as required by applicable law; and, (c) Client agrees that PBS and its subconsultants and subcontractors are not responsible for any known or unknown pre-existing hazardous substance condition(s) PBS is being asked to investigate at the Property (collectively, "pre-existing conditions"). Accordingly, Client agrees to defend, indemnify, and hold PBS and its subconsultants and subcontractors harmless from liability for injury to person or property or loss arising from any pre-existing conditions, the unintentional exacerbation of any pre-existing conditions by PBS, and the exacerbation of pre-existing conditions by any third parties. PBS does not provide legal opinions or advice. Client should consult with an attorney for advice on any legal issues related to this Agreement including efforts to minimize legal liability, the reportability of a condition to a public agency, potential cost recovery from responsible parties, and the possibility of protecting PBS' services under the attorney-client and attorney work product privileges. 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's reasonable attorney's fees and costs in mediation, arbitration, trial, any proceeding in bankruptcy, and in any appeal or review. In addition, Client agrees to pay PBS for all employee time, costs, and witness costs incurred for collection activity. All disputes between Client and PBS shall be settled by arbitration in accordance with the rules of JAMS Mediators and Arbitrators. L:\ Contracting\'PBS Contract Documents\TermsandConditions_General.pdf Page 2 of 2 Rev. 10/2018