HomeMy WebLinkAboutFulcrum Environmental Consulting, Inc. - Environmental Site Assessment - Parcel 181329-3200AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
FULCRUM ENVIRONMENTAL CONSULTING, INC.
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this day of 00' , 2012, by and
between the City of Yakima, Washington, with principal offices at 129 North Second Street, Yakima, WA
98901, hereinafter referred to as "CITY," and FULCRUM ENVIRONMENTAL CONSULTING, INC., 406
North 2nd Street, Yakima, WA 98901 and which corporation is licensed and registered to do business in
the State of Washington, hereinafter referred to as "CONSULTANT," for Accepting Ownership of Parcel
No. 181329 - 32003,1 herein called the "PROJECT."
WITNESSETH: -
RECITALS
WHEREAS, CITY desires to retain the CONSULTANT to provide a Phase 1 Environmental Site
Analysis for Parcel No. 181329 - 32002, as described in this Agreement and subsequent Amendments
thereto; and
WHEREAS,CONSULTANT represents that it has available and offers to provide personnel with
expertise and experience necessary to satisfactorily accomplish the work within the required time and that
it has no conflicts of interest prohibited by law from entering into this Agreement;
NOW, THEREFORE, CITY and CONSULTANT agree as follows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
SECTION 2 SCOPE OF SERVICES
2.0.1 CONSULTANT agrees to perform those services described hereafter. Unless modified in writing
by both parties, duties of CONSULTANT shall not be construed to exceed those services
specifically set forth herein.
2.0.2 CONSULTANT shall use its best efforts to maintain continuity in personnel throughout the term of
this Agreement unless other personnel are approved by the CITY.
2.1 Basic Services: CONSULTANT agrees to perform those tasks described in Exhibit A, entitled
"City of Yakima — ACCEPTING OWNERSHIP OF PARCEL _NO. 181329 -32003 " (WORK) which
is part of this Agreement as if fully set forth herein.
2.2 Additional Services: CITY and CONSULTANT agree that not all WORK to be performed by
CONSULTANT can be defined in detail at the time this Agreement is executed, and that
additional WORK related to the Project and not covered in Exhibit A may be needed during
performance of this Agreement. CITY may, at any time, by written order, direct the
CONSULTANT to revise portions of the PROJECT WORK previously completed in a satisfactory
manner, delete portions of the PROJECT, or request that the CONSULTANT perform additional
WORK beyond the scope of the PROJECT WORK. Such changes hereinafter shall be referred
to as "Additional Services."
2.2.1 If such Additional Services cause an increase or decrease in the CONSULTANT'S cost of, or time
required for, performance of any services under this Agreement, a contract price and/or
completion time adjustment pursuant to this Agreement shall be made and this Agreement shall
be modified in writing accordingly.
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2.2.2 Compensation for each such request for Additional Services will be negotiated by the CITY and
the CONSULTANT and, if so authorized, shall be considered part of the PROJECT WORK. The
CONSULTANT shall not perform any Additional Services until so authorized by CITY and agreed
to by the CONSULTANT in writing.
2.3 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from
the date of receipt by the CONSULTANT of the written notification of change or of providing
services related to an asserted change, whichever is earliest.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY - FURNISHED DATA: The CITY will provide to the CONSULTANT all technical data in the
CITY'S possession relating to the CONSULTANT'S services on the PROJECT including
information on any pre- existing conditions known to the CITY that constitute hazardous waste
contamination on the PROJECT site as determined by an authorized regulatory agency.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably
accessible to CONSULTANT as required for CONSULTANT'S performance of its services and
will provide labor and safety equipment as reasonably required by CONSULTANT for such
access.
3.3 TIMELY REVIEW: The CITY will examine the CONSULTANT'S studies, reports, sketches,
drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY
deems appropriate; and render in writing decisions required of CITY in a timely manner. Such
examinations and decisions, however, shall not relieve the CONSULTANT of any contractual
obligations nor of its duty to render professional services meeting the standards of care for its
profession.
3.4 CITY shall appoint a City's Representative with respect to WORK to be performed under this
Agreement. City's Representative shall have complete authority to transmit instructions and
receive information. CONSULTANT shall be entitled to reasonably rely on such instructions
made by the CITY'S Representative unless otherwise directed in writing by the CITY, but
CONSULTANT shall be responsible for bringing to the attention of the CITY'S Representative any
instructions which the CONSULTANT believes are inadequate, incomplete, or inaccurate based
upon the CONSULTANT'S knowledge.
3.5 Any documents, services, and reports provided by the CITY to the CONSULTANT are available
solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its
duties and obligations under this Agreement or at law. The CONSULTANT shall be entitled to
reasonably rely upon the accuracy and the completeness of such documents, services and
reports, but shall be responsible for exercising customary professional care in using and
reviewing such documents, services, and reports and drawing conclusions therefrom.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4.1 In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with
WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended.
SECTION 5 COMPENSATION
5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services
described in Exhibit A, compensation shall be according to Exhibit C.
5.1.1 DIRECT NON - SALARY EXPENSES: Direct Non - Salary Expenses are those costs incurred on or
directly for the PROJECT including, but not limited to, necessary transportation costs, including
current rates for CONSULTANT'S vehicles; meals and lodging; laboratory tests and analyses;
printing, binding and reproduction charges; all costs associated with other outside
nonprofessional services and facilities; special CITY - requested and PROJECT - related insurance
and performance warranty costs; and other similar costs. Reimbursement for Direct Non - Salary
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Expenses will be on the basis of actual charges when furnished by commercial sources and on
the basis of current rates when furnished by CONSULTANT. Estimated Direct Non - Salary
Expenses are shown in Exhibit B.
5.1.1.2 Travel costs, including transportation, lodging, subsistence, and incidental expenses incurred by
employees of the CONSULTANT and each of the Subconsultants in connection with PROJECT
WORK; provided, as follows:
❑ That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents per mile will be
paid for the operation, maintenance, and depreciation costs of company or individually
owned vehicles for that portion of time they are used for PROJECT WORK.
CONSULTANT, whenever possible, will use the least expensive form of ground
transportation.
❑ That reimbursement for meals inclusive of tips shall not exceed a maximum of $40 per
day per person. This rate may be adjusted on a yearly basis.
❑ That accommodation shall be at a reasonably priced hotel /motel.
❑ That air travel shall be by coach class, and shall be used only when absolutely
necessary.
5.1.2 Telephone charges, computer charges, in -house reproduction charges, first class postage, and
FAX charges are not included in the direct expense costs, but are considered included in the
Schedule of Specific Hourly Billing Rates.
5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for engineering,
architecture, geotechnical services and similar professional services approved by the CITY.
Reimbursement for Professional Subconsultants will be on the basis of 1.10 times the actual
costs billed by the Professional Subconsultant for services provided to the CITY through this
Agreement. Estimated Subconsultant costs are shown in Exhibits B and C.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this
PROJECT shall not exceed that amount set forth in Exhibit B. The CONSULTANT will make
reasonable efforts to complete the WORK within the budget and will keep CITY informed of
progress toward that end so that the budget or WORK effort can be adjusted if found necessary.
The CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be
adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any
budget has been increased, the CONSULTANT'S excess costs expended prior to such increase
will be allowable to the same extent as if such costs had been incurred after the approved
increase, and provided that the City was informed in writing at the time such costs were incurred.
5.3 The CONSULTANT will use its best efforts to submit to the City's Representative by the 10th day
of each calendar month an invoice for payment for PROJECT services completed through the
accounting cut -off day of the previous month. Such invoices shall be for PROJECT services and
WORK performed and costs incurred prior to the date of the invoice and not covered by
previously submitted invoices. The CONSULTANT shall submit with each invoice a summary of
time expended on the PROJECT for the current billing period, copies of subconsultant invoices,
and any other supporting materials determined by the City necessary to substantiate the costs
incurred. CITY will use its best efforts to pay such invoices within thirty (30) days of receipt and
upon approval of the WORK done and amount billed. CITY will notify the CONSULTANT promptly
if any problems are noted with the invoice. CITY may question any item in an invoice, noting to
CONSULTANT the questionable item(s) and withholding payment for such item(s). The
CONSULTANT may resubmit such item(s) in a subsequent invoice together with additional
supporting information required.
5.4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on
the unpaid balance shall accrue beginning with the sixty -first (61) day at the rate of 1.0% per
month or the maximum interest rate permitted by law, whichever is less; provided, however, that
no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment
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a notice of dispute is issued in good faith by the CITY to the CONSULTANT pursuant to the terms
of RCW 39.76.020(4).
5.5 Final payment of any balance due the CONSULTANT for PROJECT services will be made within
forty -five (45) days after satisfactory completion of the services required by this Agreement as
evidenced by written acceptance by CITY and after such audit or verification as CITY may deem
necessary and execution and delivery by the CONSULTANT of a release of all known claims
against CITY arising under or by virtue of this Agreement, other than such claims, if any, as may
be specifically exempted by the CONSULTANT from the operation of the release in stated
amounts to be set forth therein.
5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY
of any claims, right, or remedy it may have against the CONSULTANT under this Agreement or
by law, nor shall such payment constitute a waiver, remission, or discharge by CITY of any failure
or fault of the CONSULTANT to satisfactorily perform the PROJECT WORK as required under
this Agreement.
SECTION 6 RESPONSIBILITY OF CONSULTANT
6.1 The CONSULTANT shall be responsible for the professional quality, technical adequacy and
accuracy, timely completion, and the coordination of all plans, design, drawings, specifications,
reports, and other services furnished by the CONSULTANT under this Agreement. The
CONSULTANT shall, without additional compensation, correct or review any errors, omissions, or
other deficiencies in its plans, designs, drawings, specifications, reports, and other services. The
CONSULTANT shall perform its WORK according to generally accepted civil engineering
standards of care and consistent with achieving the PROJECT WORK within budget, on time,
and in compliance with applicable laws, regulations, and permits.
6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications,
reports, and incidental WORK or services furnished hereunder shall not in any way relieve the
CONSULTANT of responsibility for the technical adequacy, completeness, or accuracy of its
WORK and the PROJECT WORK. CITY'S review, approval, or payment for any of the services
shall not be construed to operate as a waiver of any rights under this Agreement or at law or any
cause of action arising out of the performance of this Agreement.
6.3 In performing WORK and services hereunder, the CONSULTANT and its subcontractors,
subconsultants, employees, agents, and representatives shall be acting as independent
contractors and shall not be deemed or construed to be employees or agents of CITY in any
manner whatsoever. The CONSULTANT shall not hold itself out as, nor claim to be, an officer or
employee of CITY by reason hereof and will not make any claim, demand, or application to or for
any right or privilege applicable to an officer or employee of CITY. The CONSULTANT shall be
solely responsible for any claims for wages or compensation by CONSULTANT employees,
agents, and representatives, including subconsultants and subcontractors, and shall save and
hold CITY harmless therefrom.
6.4 INDEMNIFICATION:
(a) CONSULTANT agrees to indemnify, defend, and hold the CITY harmless from loss, cost,
or expense, including legal fees, of any kind claimed by third parties, including without
limitation such loss, cost, or expense resulting from injuries to persons or damages to
property, caused solely by the negligence or willful misconduct of the CONSULTANT, its
employees, officers, and subconsultants in connection with the PROJECT. In the event
that any lien is placed upon the property of the CITY or any of the CITY'S officers,
employees, or agents as a result of the negligence or willful misconduct of the
CONSULTANT, the CONSULTANT shall at once cause the same to be dissolved and
discharged by giving bond or otherwise.
(b) CITY agrees to indemnify, defend, and hold the CONSULTANT harmless from loss, cost,
or expense, including legal fees, of any kind claimed by third parties, including without
limitation such loss, cost, or expense resulting from injuries to persons or damages to
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property, caused solely by the negligence or willful misconduct of the CITY, its
employees, or agents in connection with the PROJECT.
(c) If the negligence or willful misconduct of both the CONSULTANT and the CITY (or a
person identified above for whom each is liable) is a cause of such third party claim, the
loss, cost, or expense shall be shared between the CONSULTANT and the CITY in
proportion to their relative degrees of negligence or willful misconduct and the right of
indemnity will apply for such proportion.
6.5 In any and all claims by an employee of the CONSULTANT, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable, the
indemnification obligations under this Agreement shall not be limited, in any way by any limitation
on the amount or types of damages, compensation, or benefits payable by or for the
CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability
benefit acts, or other employee benefit acts. The CONSULTANT waives its immunity under the
Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by the
CONSULTANT and the CITY as evidenced by their specific and express initialing of this
paragraph.
CONSULTANT'S INITIALS CITY'S INITIALS C--Al
6.6 It is understood that any resident engineering or Construction Observation provided by
CONSULTANT is for the purpose of determining compliance with the technical provisions of
PROJECT specifications and does not constitute any form of guarantee or insurance with respect
to the performance of a contractor. CONSULTANT does not assume responsibility for methods or
appliances used by a contractor, for the safety of construction work, or for compliance by
contractors with laws and regulations. CITY shall use its best efforts to ensure that the
construction contract requires that the contractor(s) indemnify and name CITY, the CITY'S and
the CONSULTANT'S officers, principals, employees, agents, representatives, and engineers as
additional insureds on contractor's insurance policies covering PROJECT, exclusive of insurance
for CONSULTANT professional liability.
6.7 SUBSURFACE INVESTIGATIONS: In soils, foundation, groundwater, and other subsurface
investigations, the actual characteristics may vary significantly between successive test points
and sample intervals and at locations other than where observation, exploration, and
investigations have been made. Because of the inherent uncertainties in subsurface evaluations,
changed or unanticipated underground conditions may occur that could affect total PROJECT
cost and /or execution. These conditions and cost/execution effects are not the responsibility of
the CONSULTANT to the extent that CONSULTANT has exercised the applicable standard of
professional care and judgment in such investigations.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component
tasks shall be as set forth in this Agreement and Exhibits A and B. The project schedule and
performance dates for the individual tasks shall be mutually agreed to by the CITY and the
CONSULTANT within fifteen days after execution of this Agreement. The performance dates and
budgets for tasks may be modified only upon written agreement of the parties hereto. The
performance date for tasks and the completion date for the entire PROJECT shall not be
extended nor the budget increased because of any unwarranted delays attributable to the
CONSULTANT, but may be extended or increased by the CITY in the event of a delay caused by
special services requested by the CITY, or because of unavoidable delay caused by any
governmental action, or other conditions beyond the control of the CONSULTANT which could
not be reasonably anticipated.
7.2 Not later than the tenth day of each calendar month during the performance of the PROJECT, the
CONSULTANT shall submit to the CITY'S Representative a copy of the current schedule and a
written narrative description of the WORK accomplished by the CONSULTANT and
subconsultants on each task, indicating a good faith estimate of the percentage completion
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thereof on the last day of the previous month. Additional oral or written reports shall be prepared
at the request of the CITY for presentation to other governmental agencies and /or to the public.
SECTION 8 REUSE OF DOCUMENTS
8.1 All internal WORK products of the CONSULTANT are instruments or service of this PROJECT.
There shall be no reuse, change, or alteration by the CITY or others acting through or in behalf of
the CITY without written permission of the CONSULTANT, which shall not be reasonably withheld
will be at the CITY's sole risk. The CITY agrees to indemnify the CONSULTANT and its officers,
employees, subcontractors, and affiliated corporations from all claims, damages, losses, and
costs, including, but not limited to, litigation expenses and attorney's fees, arising out of or related
to such unauthorized reuse, change, or alteration; provided, however, that the CONSULTANT will
not be indemnified for such claims, damages, losses, and costs including without limitations
litigation expenses and attorney fees where caused by the CONSULTANTs own acts or
omissions.
8.2 The CONSULTANT agrees that ownership of any plans, drawings, designs, specifications,
computer programs, technical reports, operating manuals, calculations, notes, and other WORK
submitted or which are specified to be delivered under this Agreement or which are developed or
produced and paid for under this Agreement, whether or not complete, shall be vested in the
CITY.
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 The CONSULTANT, including its subconsultants, shall maintain books, records, documents and
other evidence directly pertinent to performance of the WORK under this Agreement in
accordance with generally accepted accounting principles and practices consistently applied.
The CITY or the CITY'S duly authorized representative, shall have access to such books,
records, documents, and other evidence for inspection, audit, and copying for a period of three
years after completion of the PROJECT. The CITY shall also have access to such books,
records, and documents during the performance of the PROJECT WORK if deemed necessary
by the CITY to verify the CONSULTANT'S WORK and invoices.
9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing
standards and established procedures and guidelines of the reviewing or auditing agency.
9.3 The CONSULTANT agrees to the disclosure of all information and reports resulting from access
to records pursuant to this section provided that the CONSULTANT is afforded the opportunity for
an audit exit conference and an opportunity to comment and submit any supporting
documentation on the pertinent portions of the draft audit report and that the final audit report will
include written comments, if any, of the CONSULTANT.
9.4 The CONSULTANT shall ensure that substantially the foregoing paragraphs are included in each
subcontract for WORK on the Project.
9.5 Any charges of the CONSULTANT paid by the CITY found by an audit to be inadequately
substantiated shall be reimbursed to the CITY.
SECTION 10 INSURANCE
10.1 Prior to beginning WORK under this Agreement, the CONSULTANT shall provide Certificates of
Insurance satisfactory to the CITY as evidence that policies providing the following coverage and
limits of insurance are in full force and effect. The CITY and the CITY'S directors, officers,
principals, employees, representatives, and agents shall be designated as additional insured on
all such policies except for professional liability and Worker's Compensation. Such insurance
shall be primary to the extent covered as additional insureds and other insurance maintained or
carried by the CITY shall be separate and distinct and shall not be contributing with the insurance
listed hereunder.
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10.1.1 Commercial general liability insurance, including personal injury liability, blanket contractual
liability, and broad -form property damage liability coverage. The combined single limit for bodily
injury and property damage shall be not less than $1,000,000 per occurrence.
10.1.2. Automobile bodily injury and property damage liability insurance covering owned, non - owned,
rented, and hired cars. The combined single limit for bodily injury and property damage shall be
not less than $1,000,000 per occurrence.
10.1.3. Statutory workers' compensation and employer's liability insurance as required by state law.
10.1.4. Professional liability insurance. The limit of liability shall be not less than $2,000,000. The policy
shall have a retroactive date at, or prior to the date of this contract or provide full prior acts. The
policy will provide coverage for pollution incidences. The coverage will continue for one year
following the completion of the contract.
10.1.5. Umbrella liability limits of $1,000,000 over and above the underlying commercial liability and
automobile liability,
Failure of either or all of the additional insureds to report a claim under such insurance shall not
prejudice the rights of the CITY, its officers, employees, agents, and representatives thereunder.
The CITY and the CITY'S directors, officers, principals, employees, representatives, and agents
shall have no obligation for payment of premiums because of being named as additional insureds
under such insurance. None of the policies issued pursuant to the requirements contained herein
shall be canceled, allowed to expire, or changed in any manner so as to affect the rights of the
City thereunder until thirty (30) days after written notice to the CITY of such intended cancellation,
expiration, or change.
SECTION 11 SUBCONTRACTS
11.1 CONSULTANT shall be entitled, to the extent determined appropriate by CONSULTANT, to
subcontract any portion of the WORK to be performed under this Agreement.
11.2 Any subconsultants or subcontractors to the CONSULTANT utilized on this PROJECT, including
any substitutions thereof, will be subject to prior approval by CITY, which approval shall not be
unreasonably withheld. Each subcontract shall be subject to review by the CITY'S
Representative, if requested, prior to the subconsultant or subcontractor proceeding with the
WORK. Such review shall not constitute an approval as to the legal form or content of such
subcontract. The CONSULTANT shall be responsible for the architectural and engineering
performance, acts, and omissions of all persons and firms performing subcontract WORK.
11.3 CITY hereby authorizes the CONSULTANT to subcontract with the persons and firms listed
below:
11.4 The CONSULTANT shall submit, along with its monthly invoices, a description of all WORK
completed by subconsultants and subcontractors during the preceding month and copies of all
invoices thereto.
SECTION 12 ASSIGNMENT
12.1 This Agreement is binding on the heirs, successors, and assigns of the parties hereto. This
Agreement may not be assigned by CITY or CONSULTANT without prior, written consent of the
other, which consent will not be unreasonably withheld.
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SECTION 13 INTEGRATION
13.1 This Agreement represents the entire understanding of CITY and CONSULTANT as to those
matters contained herein. No prior oral or written understanding shall be of any force or effect
with respect to those matters covered herein. This Agreement may not be modified or altered
except in writing signed by both parties.
SECTION 14 JURISDICTION AND VENUE
14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington.
Jurisdiction of litigation arising from this Agreement shall be in that state. If any part of this
Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void
insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and
effect. Venue of all disputes shall be Yakima County, State of Washington.
SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION
15.1 In connection with the Services under this Agreement, CONSULTANT agrees to comply with the
applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination
statutes and regulations.
15.2 During the performance of this Agreement, CONSULTANT shall not discriminate in violation of
any applicable federal, state and /or local law or regulation on the basis of age, sex, race, creed,
religion, color, national origin, marital status, disability, honorably discharged veteran or military
status, pregnancy, sexual orientation, and any other classification protected under federal, state,
or local law. This provision shall include but not be limited to the following: employment,
upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other
forms of compensation, selection for training, and the provision of services under this Agreement.
SECTION 16 SUSPENSION OF WORK
16.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement
if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the
WORK. CONSULTANT may suspend, in writing by certified mail, all or a portion of the WORK
under this Agreement if unforeseen circumstances beyond CONSULTANT's control are
interfering with normal progress of the WORK. CONSULTANT may suspend WORK on
PROJECT in the event CITY does not pay invoices when due, except where otherwise provided
by this Agreement. The time for completion of the WORK shall be extended by the number of
days WORK is suspended. If the period of suspension exceeds 90 days, the terms of this
Agreement are subject to renegotiation, and both parties are granted the option to terminate
WORK on the suspended portion of Project in accordance with SECTION 17.
SECTION 17 TERMINATION OF WORK
17.1 Either party may terminate this Agreement, in whole or in part, if the other party materially
breaches its obligations under this Agreement and is in default through no fault of the terminating
party. However, no such termination may be effected unless the other party is given: (1) not less
than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,
of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating
party before termination. Notice shall be considered issued within seventy -two (72) hours of
mailing by certified mail to the place of business of either party as set forth in this Agreement.
17.2 In addition to termination under subparagraph A of this Section, CITY may terminate this
Agreement for its convenience, in whole or in part, provided the CONSULTANT is given: (1) not
less than fifteen (15) calendar days written notice delivered by certified mail, return receipt
requested, of intent to terminate; and (2) an opportunity for consultation with CITY before
termination.
17.3 If CITY terminates for default on the part of the CONSULTANT, an adjustment in the contract
price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated
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profit on unperformed services or other WORK, and (2) any payment due to the CONSULTANT
at the time of termination may be adjusted to the extent of any additional costs or damages CITY
has incurred, or is likely to incur, because of the CONSULTANT'S breach. In such event, CITY
shall consider the amount of WORK originally required which was satisfactorily completed to date
of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY
at the date of termination and the cost to CITY of completing the WORK itself or of employing
another firm to complete it. Under no circumstances shall payments made under this provision
exceed the contract price. In the event of default, the CONSULTANT agrees to pay CITY for any
and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by
said default. This provision shall not preclude CITY from filing claims and /or commencing
litigation to secure compensation for damages incurred beyond that covered by contract
retainage or other withheld payments.
17.4 If the CONSULTANT terminates for default on the part of CITY or if CITY terminates for
convenience, the adjustment pursuant to the Agreement shall include payment for services
satisfactorily performed to the date of termination, in addition to termination settlement costs the
CONSULTANT reasonably incurs relating to commitments which had become firm before the
termination, unless CITY determines to assume said commitments.
17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the CONSULTANT
shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2)
deliver or otherwise make available to CITY all originals of data, drawings, specifications,
calculations, reports, estimates, summaries, and such other information, documents, and
materials as the CONSULTANT or its subconsultants may have accumulated or prepared in
performing this Agreement, whether completed or in progress, with the CONSULTANT retaining
copies of the same.
17.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the
WORK to completion utilizing other qualified firms or individuals; provided, the CONSULTANT
shall have no responsibility to prosecute further WORK thereon.
17.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is
determined that the CONSULTANT has not so failed, the termination shall be deemed to have
been effected for the convenience of CITY. In such event, the adjustment pursuant to the
Agreement shall be determined as set forth in subparagraph 17.4 of this Section.
17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key
personnel employed by the CONSULTANT in PROJECT WORK or for any corporate officer of
the CONSULTANT to render his services to the PROJECT, the CONSULTANT shall not be
relieved of its obligations to complete performance under this Agreement without the concurrence
and written approval of CITY. If CITY agrees to termination of this Agreement under this
provision, payment shall be made as set forth in subparagraph 17.3 of this Section.
SECTION 18 ARBITRATION
18.1 All claims, counterclaims, disputes, and other matters in question arising out of, or relating to, this
AGREEMENT or the breach thereof may be decided by arbitration in accordance with the
Construction Industry Arbitration Rules of the American Arbitration Association then obtaining.
Either CITY or CONSULTANT may initiate a request for such arbitration, but consent of the other
party to such arbitration shall be a necessary precondition to arbitration.
SECTION 19 NOTICE
19.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at
the address set forth below. Notice shall be considered issued and effective upon receipt thereof
by the addressee -party, or seventy -two hours after mailing by certified mail to the place of
business set forth below, whichever is earlier.
CITY: City of Yakima
129 North 2"d Street
Page 9
Yakima, WA 98901
Attn: Douglas Mayo, PE, City Engineer
CONSULTANT: FULCRUM ENVIRONMENTAL CONSULTING, INC.
406 North 2nd Street
Yakima, WA 98901
Attn: Ryan K. Mathews, Principal
Page 10
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their
respective authorized officers or representatives as of the day and year first above written.
CITY OF YAKIMA
Signa Vriff
Anthony O'Rourke
Printed Name
FULCRUM ENV
Printed Name
STATE OF WASHINGTON
ipal
102/20/2
AL CONSULTING, INC.
CITY CONTRACT NO: awa?
RE SOLUTION NO
)SS.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that , is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument, and acknowledged it as the City Manager of CITY OF YAKIMA to
be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated: Aclv
Seal or Stamp
r
ST .
.� p. • ;S (Si ature)
.N
N •
amb � ' ' s Title
—1: 21^ 2014 ; 2
�7 O
�" DicUBU /Printed Name
My commission expires: 1
Page 11
STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that Ryan K. Mathews, is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument, and acknowledged it as Principal of Fulcrum Environmental
Consulting, Inc., to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
Dated: 10 " � ✓ u k-2i'
Seal or Stamp
AA�t C
(Signature)
Jjwm �Q
Title/ ��JJ
Notary Public L Y ►-Zp f7 • IJLa -r,[�i Ili Pr
State of Washington Printed Name
LORME A BOUTILLIER
M � Ja 30. MG My commission expires:
Page 12
EXHIBIT A
ACCEPTING OWNERSHIP OF PARCEL NO. 181329 -32003
SCOPE OF SERVICES
During the term of this AGREEMENT, the CONSULTANT shall perform professional services in
connection with the following project:
City of Yakima — ACCEPTING OWNERSHIP OF PARCEL NO. 181329 -32003
This scope of services is to perform a Phase 1 Environmental Site Assessment (ESA) of parcel no.
181329 - 32003. The Phase 1 ESA is designed to be a historic site and regional review to identify previous
site use and identify potential recognized environmental concerns. Recognized environmental conditions
can originate from either offsite or onsite sources. The Phase 1 ESA research and reporting will be done
in conformance with guidelines as established by ASTM International (ASTM) E1527 -05 Standard
Practice for Phase 1 Environmental Site Assessments, Phase 1 Environmental Site Assessment Process.
Services will be performed by, or under the direct supervision of an Environmental Professional.
The following elements are included in the Scope of Services:
• Visual reconnaissance of the subject property with photographic documentation of selected points
of interest.
' '' Rdvid*" and'=rater"pteta'troh'ofhlttdt ical aerial photographs, topographic maps, and city directories,
as reasonably accessible and available.
• Review of available data for information regarding historical land use that could have involved to
the manufacture, generation, use, storage, and /or disposal of hazardous substances.
• Review of county, state, tribal and federal agency lists of known or potential hazardous waste
sites and sites currently under investigation for potential environmental violations. Standard
practice is to utilize Environmental Data Resources of Milford, Connecticut as the primary
resource for agency listing.
• Inquiries of appropriate municipal, county and state office and regulatory agencies, owners,
and /or neighbors for information regarding water and sewer services, environmental violations or
incidents, and /or status of enforcement actions.
Except for commentaries on the potential presence of asbestos containing materials, lead -based paints,
lighting and electrical components, and radon, services will not include evaluation of conditions and
factors typically considered outside the scope of ASTM -based environmental assessments.
Considerations that will not be addressed under this scope of work include, but are not limited to:
evaluation of regulatory compliance, wetlands determination, endangered species determination, indoor
air quality, health and safety, clandestine drug manufacturing or impact, cultural and historic resources,
and activity and site use limitations.
Deliverables and Schedule
Two bound copies and one electronic copy of the report presenting ESA findings and conclusions will be
provided to the City. Appendices will include figures, photographs, references and agency listing
summary. The report figures will include a site location and site plan diagram.
The Phase 1 ESA will be completed and copies provided to the City within one month of receiving the
Notice to Proceed.
Page - 13 -
EXHIBIT B
ACCEPTING OWNERSHIP OF PARCEL NO. 181329 -32003
Professional Fees
Compensation for professional services will be on a time and materials basis. The spreadsheet below
lists the projected fee for the various tasks.
Task
Job Title
Time
Rate
Fee
Project Setup
Administrative Assistant
0.5
$60
$30
Project Management
Principal
1
$140
$140
Site survey
Environmental Professional
(PG, CHMM, etc.)
2
$140
$280
Research /Interviews
Senior Environmental
Technician
2
$70
$140
File Review at Ecology
Senior Environmental
Technician
1
$70
$70
Write Report
Senior Environmental
Technician
14
$70
$980
Technical Review
Principal
2
$140
$280
Yakima County GIS
Historical Aerials
5 photos @ $10 /each
$50
Third -party database search,
mapping search, etc.
EDR Radius Report
$275
Printing Costs
In -house production
$55
Document Review & production
Technical Writer
2
$70
$140
Document Production
Administrative Assistant
1
$60
$60
Not to Exceed Project Budget
$2,500
Page - 14 -
Exhibit C F
environmental consulting 0
STANDARD RATE SCHEDULE
Issue Date July 1, 2011
Compensation will determined on the basis of time and expenses in accordance with the following
rate schedule unless a fixed fee amount is so indicated in the proposal or services agreement.
Professional Services
Personnel
Hourly Rate
Managing Principal
$160
Principal
$140
Senior Project Manager
$120
Project Manager
$110
Project Scientist
$95
Senior Field Manager
$90
Field Manager
$85
Sr. Environmental Scientist
$80
Environmental Scientist
$75
Sr. Environmental Technician
$70
Environmental Technician
$65
Project Administrator
$80
Technical Writer /Drafter
$70
Administrative Staff
$60
Expert Witness Testimony /Deposition
150% of Standard Rate
Equipment and Materials Fee Schedule
Equipment and Materials
Unit Rate
XRF Spectrum Analyzer (direct lead analysis)
per day $200
Fluke TIRI Thermal Imaging Camera
per day $150
Particle Meter (ARTI HHPC -6, Lighthouse 3600, or similar)
per day $100
Photo Ionization Detector and Four Gas Monitor
per day $100
Portable Projector and Laptop Computer
per day $100
Water Sampling Equipment
per day $100
Nikon/Canon dSLR
per day $100
Specialized Sampling Equipment
per day $50
Sun Nuclear Radon Monitors
per day $50
Specialized Personal Protective Equipment
per day $35
Small Tools /Disposable Sampling/Testing Equipment
per hour $10
PCM Analysis — Standard Turn- Around- Time /Rush
per sample $155X6
Mileage
per mile $0.70''
All other costs and expenses shall be billed with 15% markup for administration and handling. '
Overtime, rush, holiday and weekend work necessitated by Client's directive is billed in, addition ` s
to the fees quoted. Fulcrum reserves the right to periodically change billing rates and fees.
f?�,tPCrUtY7.P.E?t� P. 509.459.9220 F 509.459.9219
P. 509.574,0839 F. 509.57 %5.8453
207 West 3oane Avenue
406 North 2nd Street
Spoknnn, Wass in €;ton 99201
Y<akim<1, Urashington 98901