HomeMy WebLinkAbout12-053 - PBS Engineering and Environmental - Phase I Environmental Site Assessment (White Property)12 -053
Council Approval N/A
CONSULTANT AGREEMENT FOR
APPRAISAL REVIEW SERVICES
THIS AGREEMENT is entered into between the City of Tukwila, Washington, herein -after referred
to as "the City", and PBS Encineering 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 Phase I
Environmental Site Assessment services in connection with the project titled White
Property Acquisition
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. Time for Performance. Work under this contract shall commence upon the giving of 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 within 21 calendar days from
the date written notice is given 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
"A" attached hereto, provided that the total amount of payment to the Consultant shall not
exceed $2.950.00 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 is 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 state for a period of three (3)
years after final payments. Copies shall be made available upon request.
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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 to be rendered under this Agreement.
7. Indemnification. The Consultant shall indemnify, defend and hold harmless the City, its
officers, agents and employees, from and against any and all claims, losses or liability,
including attorney's fees, arising from injury or death to persons or damage to property
occasioned by any act, omission or failure of the Consultant, its officers, agents and
employees, in performing the work required by this Agreement. With respect to the perform-
ance of this Agreement and as to claims against the City, its officers, agents and employees,
the Consultant expressly waives its immunity under Title 51 of the Revised Code of
Washington, the Industrial Insurance Act, for injuries to its employees, and agrees that the
obligation to indemnify, defend and hold harmless provided for in this paragraph extends to
any claim brought by or on behalf of any employee of the Consultant. This waiver is mutually
negotiated by the parties. This paragraph shall not apply to any damage resulting from the
sole negligence of the City, its agents and employees. To the extent any of the damages
referenced by this paragraph were caused by or resulted from the concurrent negligence of the
City, its agents or employees, this obligation to indemnify, defend and hold harmless is valid
and enforceable only to the extent of the negligence of the Consultant, its officers, agents and
employees.
8. Insurance. The Consultant shall secure and maintain in force throughout the duration of this
contract comprehensive general liability insurance, with a minimum coverage of $500,000 per
occurrence and $1,000,000 aggregate for personal injury; and $500,000 per occurrence/
aggregate for property damage, and professional liability insurance in the amount of
$1,000,000.
Said general liability policy shall name the City of Tukwila as an additional named insured
and shall include a provision prohibiting cancellation of said policy except upon thirty (30)
days prior written notice to the City. Certificates of coverage as required by this section shall
be delivered to the City within fifteen (15) days of execution of this Agreement.
9. Independent Contractor. The Consultant and the City agree that the Consultant is an inde-
pendent 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
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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.
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, color, national origin, religion,
creed, age, sex or the presence of any physical or sensory handicap 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. Attorneys Fees and Costs. In the event either party shall bring suit against the other to
enforce any provision of this Agreement, the prevailing party in such suit shall be entitled to
recover its costs, including reasonable attorney's fees, incurred in such suit from the losing
party.
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16. 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
ATTN: Harry Goren
2517 Eastlake Ave. E., Suite 100
Seattle, Washington 98102
17. Integrated Agreement. 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. This Agreement may be
amended only by written instrument signed by both the City and the Consultant.
DATED this day of
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CITY OF TUKWILA
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Attest/Authenticated:
City Clerk J
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CONSULTANT
Printed Name: T C
Title: SCZ ?rZO JEC'�T 1" tP-r1
Approved as to Form:
Office of the City Attorney
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Engineering
P p S Environmental
EXHIBIT A
May 14, 2012
City of Tukwila Parks and Recreation Department
Attn: Robert Eaton
12424 42nd Avenue South
Tukwila, Washington 98168
Via Email: reaton @ci.tukwila.wa.us
Re: Proposal to Provide an All- Appropriate Inquiry Phase I Environmental Site Assessment
The White Property
Parcel #102304 -9085
Parcel 102304 -9002, Tukwila, Washington 98168
PBS Proposal No. PRWA24527
Dear Mr. Eaton:
PBS Engineering Environmental (PBS) is pleased to submit this proposal (PBS Proposal) to provide
Phase I Environmental Site Assessment services for the above referenced property. It is understood that the
subject property consists of two tax parcels. The 9085 parcel is occupied by storage that appears to be
storage for construction cranes and scaffolding. 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 El 527-05 Standard Practice for Environmental Site Assessments: Phase I
Environmental Site Assessment Process, which the EPA approves as meeting AAI requirements. Within
these two guidance documents, significant discretion is given to the Environmental Professional conducting
the work, to make decisions about how to best meet the goals of the guidances for a particular property.
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
AAI -Scope Phase I Environmental Site Assessment (Flat Fee) .........................$2,950
The cost of reproduction, disposable equipment, mileage and postage are included in the above flat fee.
One PDF and one hard copy, if requested, containing the final report will be provided.
2517 Eastlake Avenge East, Suite 100, Seattle, WA 98102
206.233.9639 Main
866.727.0140 Fax
vAvw.pbsenv.com
Bend I Boise I Coquille I Eugene I Portland I Seattle I Tri- Cities I Vancouver
Robert Eaton, City of Tukwila Parks and Recreation Department
Re: All- Appropriate Inquiry Phase I Environmental Site Assessment
May 14, 2012
Page 2
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 submitted, as a result of information not available
to PBS during the project, will be charged on a time and material fee scale.
Other services provided on a time and material fee scale include draft reports, additional report hard
copies, and 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
03/27/2012, 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 two weeks after field activities, or
upon a mutually- agreed 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 and Client Questionnaire can be 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 scope of services or compensation,
please contact us at 206.233.9639.
Sincerely, ACCEPTED BY:
PBS Engineering Environmental
Harry Goren Signature
Senior Project Manager
Environmental Services
Name (Please Print)
Title Date
Attachments: Additional Project Information
Client Questionnaire
Scope of Services and Limitation of Scope
Phase I ESA: Terms and Conditions for Professional Services (Rev. 03/27/12)
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SCOPE OF SERVICES
Engineering AND
P B S Environmental LIMITATIONS
PBS Phase I ESA Scope of Services
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.
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 will conduct one site visit, during which
the property and any structures will be visually and /or physically observed for potentially
hazardous materials 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 final 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 including interviews, regulatory and historic records reviewed, data
gaps, opinion, and conclusions. If appropriate, recommendations will be made in the text of the
report, unless PBS is directed otherwise by the Client.
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.
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
Engineering
P B C Environmental
SCOPE OF SERVICES
AND
LIMITATIONS
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.
LIMITATIONS
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 (unless deemed to be related to potential CERCLA liability directly);
indoor air quality (including vapor intrusion as assessment per ASTM standard E2600 -08,
formaldehyde or radon); asbestos containing building materials, lead -based paint, mold, wetlands and
other land use issues, geotechnical or geologic hazards, nor does it include subsurface exploration or
chemical screening of soil and groundwater beneath the site, which is needed to determine site
contamination with scientific certainty.
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 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, or
groundwater. The ability to accurately address the environmental risk associated with transport in
these media is beyond the scope of this study.
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Engineering
P B c 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.
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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.
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