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HomeMy WebLinkAboutWORK ORDER - RFP - 7392 CIVIL ENGINEERING DESIGN DRAFTING & SURVEY SERVICES ON-CALL (13)po T16-ts-6 City of �� Cl� EXHIBIT'A" WORK ORDER FORM AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND INTERWEST CONSULTING GROUMP INC. BID NO: 7392 Email work orders to Mike Oberlander, mobertander(a)interwestorp.com DATE: 3/9/2015 REQUESTED BY: Doug Groves BILL TO (name, address, zip): Doug Groves, EMAIL ADDRESS: degroves(o)fcgov.com WORK ORDER NO: STS 2015-99 PHONE NUMBER: 970-222-0596 DEPARTMENT: Streets PROJECT TITLE/DESCRIPTION: Stormwater Management Plan (SWMP) 1380 Hoffman Mill Road SCOPE OF SERVICES: rfit�li l�`e�f)g1nkm 7 . �d]•<il~: d1 �rl-,. e;0— ��"---'4 (5L°'80i�.2 `r60]iajr:rcfa COMMENCEMENT DATE: March 16, 2015 CITY OF FORT COLLINS: COST: $5,600.00 COMPLETION DATE: May 1 2-015 DATE: 3/9/2015 Interwest Consulting Group Inc. agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Services Agreement between parties. In the event of a conflict between or amblguity In the terms of the Services Agreement and this work order (including the attached forms), the Services Agreement shall control. INTERWEST CONSULTING GROUP INC: BY: �_' DATE: 3 f CC: Purchasing; the attached form(s) consisting of 12 page(s) are hereby accepted and Incorporated herein by this reference, and Notice to Proceed Is hereby given. Civil Engineering Design, Drafting & Survey Services On -Call - Page 1 of 1 ATTACHMENT C - GENERAL CONDITIONS (continued) shall be responsible for the supervision and performance of all subconsultants which are to perform hereunder. CONSULTANT shall not be responsible for the supervision of employees, agents or other parties working for the CLIENT. 4.2 Insurance 4.2.1 Upon request from CLIENT, CONSULTANT shall furnish CLIENT a certificate of insurance upon request showing amounts and types of insurance carried by CONSULTANT, which certificate shall contain a commitment by the Insurance Company that during the time any work is being performed by CONSULTANT under this AGREEMENT it will give CLIENT ten (10) days notice of cancellation or change in the insurance coverage shown on such certificates. 4.3 Successors and Assigns 4.3.1 CLIENT and CONSULTANT each binds itself and its partners, successors, executors, administrators, assigns, and legal representatives to the other party to this AGREEMENT and to the partners, successors, executors, administrators, assigns, and legal agreements and obligations of this AGREEMENT. 4.3.2 Neither CONSULTANT nor CLIENT shall assign or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys that are due) this AGREEMENT without the written consent of the other party, except as stated in paragraph 4.3.1 and except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this AGREEMENT. Nothing contained in this paragraph shall prevent CONSULTANT from employing such independent consultants, associates, and subconsultants as it may deem appropriate to assist in the performance of services hereunder. 4.3.3 Nothing herein shall be construed to give any rights or benefits hereunder to any one other than CLIENT and CONSULTANT except as otherwise provided herein. 4.4 Compliance with Law 4.4.1 CONSULTANT shall comply with, and cause its subconsultants to comply with, applicable Federal, state, and local laws, orders, rules and regulations relating to the performance of the services CONSULTANT is to perform under this AGREEMENT. 4.4.2 Neither the CONSULTANT nor the CONSULTANT's agents or employees shall discriminate against any employee or applicant for employment to be employed in the performance of this AGREEMENT with respect to hiring, tenure, terms, conditions, or privileges of employment, because of race, color, religion, sex or national origin. 4.5 Ownership and Reuse of Documents 4.5.1 All drawings, specifications, test reports, and other materials and work products which have been prepared or furnished by CLIENT prior to this AGREEMENT, shall remain CLIENT's property. CLIENT shall make available to CONSULTANT copies of these materials as necessary for the CONSULTANT to perform the services requested hereunder. CONSULTANT may use such information in performing its services and is entitled to rely upon the accuracy and completeness thereof. 4.5.2 All drawings, specifications, test reports, and other materials and work products, including computer aided drawings, designs, and other data filed on electronic media which will be prepared or furnished by CONSULTANT (and CONSULTANT's independent professional associates and subconsultants) under this AGREEMENT, are instruments of service in respect to the Project and CONSULTANT shall retain an ownership and property interest therein whether or not the Project is completed. CONSULTANT shall retain all common law, statutory or other reserved rights, including the copyright thereto. CLIENT may make and retain copies for information and reference in connection with the use and the occupancy of the Project by CLIENT and others; however, such documents are not intended or represented to be suitable for reuse by CLIENT or others on extensions of the Project or on any other project. 4.5.3 CONSULTANT makes no warranty as to the compatibility of computer data files with computer software and software releases Initial Page 3 ATTACHMENT C - GENERAL CONDITIONS (continued) other than that used by CONSULTANT in performing services herein, and to the condition or availability of the computer data after an acceptance period or thirty (30) days from delivery to CLIENT. Any reuse without written verification or adaptation by CONSULTANT for the specific purpose intended will be at CLIENT's sole risk and without liability or legal exposure to CONSULTANT or to CONSULTANT's independent professional associates or subconsultants, and CLIENT shall indemnify and hold harmless CONSULTANT's independent professional associates and subconsultants from all claims, damages, losses, and expenses including attorneys' fees arising out of or resulting therefrom. Any such verification or adaption will entitle CONSULTANT to further compensation at rates to be agreed upon by CLIENT and CONSULTANT. 4.6 Severability If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 4.7 Location of Underground Utilities It shall be the CLIENT's responsibility to locate and physically mark all underground utilities and structures which lie within the work area prior to the start of subsurface investigations. If the CLIENT elects not to assume this responsibility, CLIENT shall notify CONSULTANT and shall compensate CONSULTANT for all costs associated with locating and physically marking said underground utilities and structures according to CONSULTANT's project billing rates, over and above the estimated project fee. CLIENT shall indemnify and hold CONSULTANT harmless from any damages and delays resulting from unmarked or improperly marked underground utilities and structures, even if CONSULTANT arranges for this service on behalf of CLIENT. For reasons of safety CONSULTANT will not begin work until this has been accomplished. 4.8 Subsurface Investigations In soils, foundation, ground water, and other subsurface investigations, the actual characteristics might vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect Project cost and/or execution. These conditions and cost/execution effects are not the responsibility of the CONSULTANT. 4.9 CONSULTANT's Personnel at Pro*ect Site 4.9.1 The presence or duties of the CONSULTANT personnel at a Project site, whether as onsite representative or otherwise, do not make the CONSULTANT or its personnel in any way responsible for those duties that belong to the CLIENT and/or the construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the project documents and any health or safety precautions required by such construction work. The CONSULTANT and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions and have not duty for inspecting, noting, observing, correcting, or reporting on health or safety deficiencies of the construction contractor or other entity or any other persons at the site except CONSULTANT's own personnel. 4.9.2 The presence of CONSULTANT's personnel at a construction site is for the purpose of providing to CLIENT a greater degree of confidence that the completed work will conform generally to the project documents and that the integrity of the design concept as reflected in the project documents has been implemented and preserved by the contractor(s). CONSULTANT neither guarantees the performance of the contractor(s) nor assumes responsibility for contractor(s)' failure to perform their work in accordance with the project documents. Initial Page 4 ATTACHMENT C - GENERAL CONDITIONS (continued) 4.10 Opinions of Cost. Financial Considerations and Schedules Since CONSULTANT has no control over the cost of labor, materials, or equipment, or over the contractor's method of determining prices, or over competitive bidding or market conditions, any opinions of probable construction cost provided by CONSULTANT are to be made on the basis of experience and qualifications. These opinions represent the judgement of CONSULTANT; however, the CONSULTANT cannot and does not guarantee that proposals, bids, or construction costs will not vary significantly from opinions of probable cost. If the CLIENT wishes greater assurance as to likely construction cost, the CLIENT shall employ an independent cost estimator. 4.11 Disposition of Samples and Equipment 4.1 I.1 Disposition of Samples - No samples and/or materials will be kept by CONSULTANT longer than thirty (30) days after submission of the final report unless agreed otherwise. 4.11.2 Hazardous or Potentially Hazardous Samples and Materials - In the event that samples and/or materials contain or are suspected to contain substances or constituents hazardous or detrimental to health, safety or the environment as defined by federal, state, or local statutes, regulations or ordinances, CONSULTANT will, after completion of testing, return such samples and materials to CLIENT. CLIENT agrees to pay all costs associated with the storage, transportation, and disposal of samples and materials. CLIENT recognizes and agrees that CONSULTANT at no time assumes title to said samples and materials, and shall have no responsibility as handler, generator, transporter, or disposer of said samples and materials. 4.11.3 Contaminated Equipment -All laboratory and field equipment contaminated in CONSULTANT's performance of services will be cleaned at CLIENT's expense. Contaminated consumables will be disposed of and replaced at CLIENT's expense. Equipment (including tools) which cannot be reasonably decontaminated shall become the property and responsibility of CLIENT. At CLIENT's expense, such equipment shall be delivered to CLIENT. CLIENT agrees to pay CONSULTANT the fair market value of any such equipment which cannot reasonably be decontaminated and is delivered to CLIENT pursuant to this AGREEMENT. 4.12 Discovery of Unanticipated Pollutant and Hazardous Substance Risks 4.12.1 If CONSULTANT, while performing services, discovers pollutants and/or hazardous substances that pose unanticipated risks, it is hereby agreed that the scope of services, schedule, and the estimated cost of CONSULTANT's services will be reconsidered and that this AGREEMENT shall immediately become subject to renegotiation or termination. 4.12.2 In the event that the AGREEMENT is terminated because of the discovery of pollutants and/or hazardous substances posing unanticipated risks, it is agreed that CONSULTANT shall be paid for its total charges for labor performed and reimbursable charges incurred to the date of termination of this AGREEMENT, including, if necessary, any additional labor or reimbursable charges incurred in demobilizing. 4.12.3 Client also agrees that the discovery of unanticipated pollutants and/or hazardous substances may make it necessary for CONSULTANT to take immediate measures to protect health and safety. CONSULTANT agrees to notify CLIENT as soon as practically possible should unanticipated pollutants and/or hazardous substances be suspected or encountered. CLIENT authorizes CONSULTANT to take measures that in CONSULTANT's sole judgement are justified to preserve and protect the health and safety of CONSULTANT's personnel and the public. CLIENT agrees to compensate CONSULTANT for additional cost of taking such additional precautionary measures to protect employees' and the public's health and safety. This section is not intended to impose upon CONSULTANT any duties or obligations other than those imposed by law. 4.13 Established Business Relationship CLIENT acknowledges that there is an Established Business Relationship between CLIENT and CONSULTANT, and hereby grants CONSULTANT permission to submit information Initial Page 5 ATTACHMENT C - GENERAL CONDITIONS (continued) via facsimile or e-mail to CLIENT's equipment and employees. 4.14 Changed Conditions If during the term of this Agreement, circumstances or conditions that were not originally contemplated by or known to the CONSULTANT are revealed, to the extent that they affect the scope of services, compensation, schedule, allocation of risks or other material terms of this Agreement, CONSULTANT may call for - renegotiation of appropriate portions of this Agreement. The CONSULTANT shall notify the CLIENT of the changed conditions necessitating renegotiation, and the CONSULTANT and the CLIENT shall promptly and in good faith enter into renegotiation of this Agreement to address the changed conditions. If terms cannot be agreed to, the parties agree that either party has the absolute right to terminate this Agreement in accordance with this Agreement. 4.15 Timeliness of Performance The CLIENT and the CONSULTANT are aware that many factors outside the CONSULTANT'S control may affect the ability to complete the services to be provided under this Agreement. CONSULTANT will perform these services with reasonable diligence and expediency consistent with sound professional practices. V. Professional Responsibility Amendments to Section 5, if any are included in ATTACHMENT C. S. I Standard of Care CONSULTANT will strive to perform services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. 5.2 Limitation of Liability CLIENT and CONSULTANT have discussed the risks, rewards and benefits of the project and CONSULTANT's total fee for services. The risks have been allocated such that the CLIENT agrees that, to the fullest extent permitted by law, CONSULTANT's total liability to CLIENT for any and all injuries, claims, losses, expenses, damages or claims expenses arising out of this agreement from any cause or causes shall not exceed the total amount of $50,000, or the total fee paid to CONSULTANT. Such causes include but are not limited to design professional's negligence, errors, omissions, strict liability, breach of contract and breach of warranty. CLIENT understands that dollar limits higher than that indicated above are available. If CLIENT wishes to discuss these other limits and their impact on CONSULTANT's fee, CLIENT should contact CONSULTANT prior to executing this AGREEMENT. 5.3 No Special or Consequential Damages CLIENT and the CONSULTANT agree that to the fullest extent permitted by law the CONSULTANT shall not be liable to CLIENT for any special, indirect or consequential damage whatsoever, whether caused by the CONSULTANT's negligence, errors, omissions, strict liability, breach of contract, breach of warranty, or other cause or - causes. 5.4 Indemnification To the fullest extent permitted by law, CLIENT agrees to defend, indemnify, and hold CONSULTANT, it agents, subconsultants, and employees harmless from and against any and all claims, damages, losses and expenses, defense costs including attorneys' fees, and court arbitration costs and other liabilities arising out of or resulting from, wholly or in part, the performance of CONSULTANT's services hereunder, including the transport or disposal of hazardous samples or contaminated equipment by CONSULTANT on behalf of CLIENT, or the presence, release, or threatened release of asbestos, hazardous substances, or pollutants on or from the project property; provided that CLIENT shall not indemnify CONSULTANT against liability for damages or expenses to the extent caused by the negligence of CONSULTANT, its agents, subcontractor, or employees. 5.5 No Third Party Beneficiaries 5.5.1 CLIENT and CONSULTANT expressly agree that AGREEMENT does not confer upon any third party any rights as beneficiary to this AGREEMENT. CONSULTANT accepts no responsibility for damages, if any, suffered by any Initial Page 6 ATTACHMENT C - GENERAL CONDITIONS (continued) third party as the result of a third patty's use of the work product, including reliance, decisions, or any other action taken based upon it. CLIENT agrees that the CONSULTANT's services and work products are for the exclusive present use of CLIENT. CLIENT agrees that CONSULTANT's compliance with any request by CLIENT to address or otherwise release any portion of the work product to a third party, shall not modify, rescind, waive, or otherwise alter provisions of this AGREEMENT nor does it create or confer any third party beneficiary rights on any third party. 5.5.2 CONSULTANT understands that under some circumstances, CLIENT may require a reliance letter for project financing. CONSULTANT has the right to review and reject any reliance letter language, and the right to limit our liability to any third party involved in the project. As a condition of CONSULTANT providing a reliance letter to a third -party lender, CLIENT agrees, to the fullest extent permitted by law, to defend, indemnify, and hold CONSULTANT, it agents, subconsultants, and employees harmless from and against any and all claims, damages, losses and expenses, defense costs including attorneys' fees, and court arbitration costs and other liabilities arising out of or resulting from, wholly or in part, CONSULTANT providing such a letter. VI. Governing Law This AGREEMENT is to be governed by the laws of the State of Colorado. Initial Page 7 February 5, 2015 Michael Oberlander, PE, LEED AP Interwest Consulting Group 1218 Ash Street, C Windsor, CO 80550 Via email: moberlander@interwestgrp.com Subject: Proposal to Complete a Stormwater Management Plan (SWMP) and Sand and Gravel Mining and Processing Stormwater Permit Application, Crushing Facility, 1380 Hoffman Mill Road, Fort Collins, Colorado 80524 Dear Mr. Oberlander: Pinyon Environmental, Inc. (Pinyon) is pleased to present this proposal to complete a Stormwater Management Plan (SWMP) and Sand and Gravel Mining and Processing Stormwater Permit (COR340000) application as regulated by the Colorado Department of Public Health and Environment (CDPHE), Water Quality Division, for the above -referenced facility (Site). It is Pinyon's understanding that the SIC Code for the Site is 1499 and, therefore, stormwater discharges at the facility are regulated under the Sand and Gravel Stormwater Permit. The scope of services and schedule details for the proposed project are outlined in Attachment A. Pinyon estimates the cost to complete this project, in accordance with the outlined services, will be $5,192 (Table 1). Pinyon will invoice on a time and materials basis, in accordance with the attached Schedule of Unit Rates (Attachment B). The authorized amount will not be exceeded without prior approval. Pinyon will complete the proposed services within three weeks provided site access is obtained within three days of project authorization. This schedule assumes use of standard laboratory turn -around. The project may be completed in less time; however, additional fees may be incurred (Table 1). To authorize the outlined scope of services, please sign and return one full copy of the attached Consulting Services Agreement, including the General Conditions (initial all pages) and this cover letter. Should you have any questions or require additional information, please do not hesitate to call. Thank you for considering Pinyon for your environmental consulting needs. Sincerely, PINYON ENVIRONMENTAL, INC. Scott L. Fanello, E.I.T. Environmental Engineer cc: Karlene Thomas, P.E., Pinyon File Location: C:\Users\thomas\Documents\Pinyon\proposals\City of Fort Collins\Fort Collins Industrial SWMP.docx Corporate Headquarters I, 9100 West Jewell Avenue, Suite 200 Lakewood, CO 80232 TEL 303 980 5200 FAX 303 980 0089 fth www.pinyon-env.com Task la — Conduct a Site visit Pinyon will visit the Site to gain an understanding of the following: • Facility operations • Exterior storage practices • Potential pollutant sources • Structural and non-structural best management practices (BMPs) or control measures • Topography, surface waters, receiving water, facility and surrounding area hydrology including locations of stormwater inlets and outfalls • Sources of run-on stormwater • Facility details needed for the SWMP Site map • Spill/release history (as applicable) Task I a— Create a Stormwater Management Plan (SWMP) Pinyon will draft a SWMP that complies with the Appendix B requirements of the Sand & Gravel Mining & Processing Storm Water Permit (COR340000) Application. At a minimum, the SWMP will contain: • Site Map o Site boundaries o Access and haul roads o Stormwater outfalls and an outline of the drainage area of each stormwater outfall o An estimate of the direction of flow o Materials handling areas o Each existing structural control measure to reduce pollutants in stormwater runoff o Areas used for storage or disposal of overburden, materials, soils or wastes o Areas used for mineral milling and processing o Springs, streams, wetlands and other surface waters o Location of mine drainage or any other process water o Boundary of tributary area that is subject to effluent limitations o Date the map was prepared • Description of Potential Pollutant Sources/Material Inventory • Stormwater Quality Controls o Name and Contact for the SWMP Administrator o Materials Handling and Spill Prevention o Erosion and Sediment Control Best Management Practices (BMPs) o Identification of Discharges other than Stormwater • BMP Implementation and Design Standards • Consistency with Other Plans • Facility inspection and reporting requirements Other sections may be added as needed. Task 2 - Sand & Gravel Mining & Processing Storm Water Permit Application Pinyon will complete the application and recent application supplement for a Sand & Gravel Mining & Processing Storm Water Permit. The SWMP is one of the requirements of the permit application. wo CONSULTING SERVICES AGREEMENT Client: Interwest Consulting Group Address: 1218 Ash Street, C Windsor, CO 80550 Phone: 970.460.8471 Fax: Email: moberlander@interwestgrp.com Client Contact: Michael Oberlander, PE, LEED AP PROJECT DESCRIPTION Site Name: Crushing Facility Site Location: 1380 Hoffman Mill Road, Fort Collins, Colorado 80524 Scope of Work: Service Type Fee: $5,192.00 The following attachments are hereby made a part of this AGREEMENT: [X] Pinyon Environmental, Inc. Proposal dated February 6, 20IS. [X] Table I — Summary of Estimated Costs [X] Attachment A — Scope of Work [XJ Attachment B - 2015 Schedule of Unit Rates [XJ Attachment C — General Terms and Conditions Interwest Consulting Group Pinyon Environmental, Inc. By: By: Title: Title: Date: Date: wo Table I Summary of Estimated Costs Task I - Site Visit and SWMP Description Quantity Unit Rate Extension Labor Rates Senior Engineer 1.0 hour $166.00 $166.00 Project Manager 3.0 hours $148.00 $444.00 Project Specialist 22.0 hours $109.00 $2,398.00 Graphics 10.0 hours $77.00 $770.00 Word Processing/Clerical 1.0 hour $55.00 $55.00 Equipment/Material Unit Rates TrucklVan Mileage 160.0 miles $0.57 $90.40 Field Visit 1.0 each $40.00 $40.00 Task Subtotal $3,963.40 Sand & Gravel Mining & Processing Stormwater Permit Application Description Quantity Unit Rate Extension Labor Rates Principal 0.0 hour $187.00 $0.00 Project Manager 1.0 hour $148.00 $148.00 Project Specialist 8.0 hours $109.00 $872.00 Graphics 2.0 hours $77.00 $154.00 Word Processing/Clerical 1.0 hour $55.00 $55.00 Task Subtotal $1,229.00 Project Total 1 $5,192.40 ATTACHMENT SCHEDULE OF UNIT RATES 2015 ACTIVITY RATE/HOUR Expert Witness - Expert Witness Preparation and Deposition $215 Principal Engineer/Scientist - QA/QC by Principal or Senior Technical Reviewer, Meetings $187 with Regulatory and Oversight Agencies Senior Engineer/Scientist - Remediation, Engineering Design, Investigation Design, $166 Development of Work Plans, Database Design, Training, Industrial Hygiene Project Manager - Project Management, Coordinates Multi -Disciplinary Teams, Response $148 to Agency Questions, Project Meetings with Clients/Regulators Project Specialist - Reports to Regulatory and Oversight Agencies, Preparation of $109 Permits, GIS Library Development and Data Analysis, Technical Review of Documents Project Engineer/Scientist - Phase I ESA Site Visits/Repotting, Interpretation of Data, Collection of Non -Field Data, Development of Logs and Maps, Pilot Testing, Biological and Wetland Field Mapping, Preparation of Reports to Clients, GIS Data Collection/ $105 Processing/Presentation, Asbestos Designer/Air Monitoring Specialist/Project Manager, Technical Review of Documents Staff II Engineer/Scientist - Soil Logging, Monitoring Well Installation Oversight, Water - Level Surveying, Slug Tests, Field Oversight, Lead Driller, Miscellaneous Field Services, $96 Asbestos Building Inspector Staff I Technician - Groundwater Sampling, Sampling During UST Removals, Surveyor's $84 Assistant Drafting (Graphics) — AutoCad or Microstation Drafting $77 Field Technician/Project Assistant - Maintain Field Equipment, Data Management $70 Word Processing, Clerical $55 LUMP SUM EQUIPMENT CHARGES Field Visits (General Projects) Field Visits (Wetland Delineations and Other Biology Field Activities) Soil Logging (during drilling) Monitoring well development Monitoring well sampling Asbestos Sampling Kit Asbestos Air Monitoring Field Kit OTHER FEES Mileage (passenger car) Project Initiation Fee Outside Expenses (e.g., shipping, rental equipment, travel) Subcontractor/Subconsultant/Laboratory Fees Specialty In -House Equipment Billed as Indicated in Site -Specific Proposals $40/day $50/day or $100/week $105/boring $55/well $67/wel I $45/day $1 10/day Current IRS rate $125 (flat fee) Cost + 10% Cost + 10% ATTACHMENT C - GENERAL CONDITIONS I. Services 1.1 General Pinyon Environmental Engineering Resources, Inc., hereinafter referred to as CONSULTANT, shall provide services under this AGREEMENT only upon request of the CLIENT, and only to the extent defined and required by the CLIENT. These services may include the use of outside services, outside testing laboratories, and special equipment. 1.2 Scope of Services and Fees The Services to be performed by CONSULTANT and the associated fee estimate are attached hereto and made a part of this AGREEMENT as ATTACHMENT A and shall be performed by the CONSULTANT in accordance with the CLIENT's requirements. It is mutually understood that the fee estimate shown in ATTACHMENT A is on a firm contractual amount except the total fee by the CONSULTANT shall not exceed the estimate unless authorized by the CLIENT. The intent of the Scope of Work and the estimate contained in ATTACHMENT A is to identify the Services to be provided by CONSULTANT. However, it is specifically understood that by written notice to CONSULTANT, CLIENT can decrease or, with concurrence of CONSULTANT, increase the Scope of Work. 11. Payments 2.1 Payment for Personnel Services 2.1.1 Payment - Unless otherwise specified in Attachment A, payment for the services rendered by CONSULTANT's personnel shall be based on the hours of chargeable time and in accordance with CONSULTANT's Schedule of Unit Rates, which is identified, attached hereto, and made a part of this AGREEMENT as ATTACHMENT B. 2.1.2 Chargeable Time - Chargeable time for CONSULTANT'S personnel is that portion of their time devoted to providing services requested by CLIENT. Travel time from CONSULTANT's office to an assigned work site, and return to CONSULTANT's office, is chargeable time; or if more economical for CLIENT, CONSULTANT shall lodge its personnel overnight near the work site in lieu of traveling back to CONSULTANT's office at the end of each work day. 2.1.3 Overtime Rates - The basis for payment to CONSULTANT for each hour worked in excess of forty (40) hours in any calendar week shall be the applicable hourly rate as specified in ATTACHMENT B. 2.2 Payment for Direct Expenses 2.2.1 Payment - Unless otherwise specified in Attachment A, for direct Expenses incurred by CONSULTANT, payment to CONSULTANT by the CLIENT shall be in accordance with CONSULTANT'S Schedule of Unit Rates, which is identified, attached to, and made a part of this AGREEMENT as ATTACHMENT B. 2.2.2 Direct Expenses - For the purposes of this AGREEMENT, Direct Expenses to be contracted and managed by CONSULTANT and payable by CLIENT to CONSULTANT shall include: Outside Services including the services and reimbursable expenses for firms other than CONSULTANT which are necessary for the work the CONSULTANT is directed to perform; Laboratory Tests and related reports necessary for the work the CONSULTANT is directed to perform; special Equipment expenses including the all of the costs associated with the CONSULTANT locating, acquiring, leasing, or renting any equipment or facilities not currently owned, leased or rented by CONSULTANT at the time of the request for services which are necessary to enable CONSULTANT to provide the services requested; vehicles furnished by CONSULTANT for CONSULTANT's field personnel on or near the Project site, for each day of field assignment away from CONSULTANT's Office; and Other Direct Expenses associated with all services provided hereunder and identified in ATTACHMENTS A and B. 2.3 Payment Conditions 2.3.1 CONSULTANT shall submit monthly invoices for all personnel services and direct expenses under this AGREEMENT and a final invoice upon completion of services. Initial Page I ATTACHMENT C - GENERAL CONDITIONS (continued) 2.3.2 Invoices are due and payable upon receipt by CLIENT. Interest at a rate of 1.5% per month, or the maximum allowed by law, will be charged on all past -due amounts starting thirty (30) days after date of invoice. Payments will first be credited to interest and then to principal. 2.3.3 In the event of a disputed or contested invoice, only that portion so contested will be withheld from payment and the CLIENT will pay the undisputed portion. No interest will accrue on any reasonably contested portion of the invoice until mutually resolved. 2.3.4 If CLIENT fails to make payment in full to CONSULTANT within sixty (60) days after the date of the undisputed invoice, CONSULTANT may after giving seven (7) days written notice to CLIENT, suspend services under this AGREEMENT until paid in full, including interest. CONSULTANT shall have no liability to CLIENT for delays or damages caused by such suspension of services. 2.2.5 If CLIENT fails to make payment in full to CONSULTANT within thirty (30) days as provided for herein, then CLIENT agrees that CONSULTANT shall be entitled to all reasonable costs and expenses of collection (pre -and post - judgment) including reasonable attorneys' fees. If CLIENT fails to make payment in full to CONSULTANT within sixty (60) days after the date of the undisputed invoice, CONSULTANT will initiate filing a lien on the property 2.3.6 The billing rates specified in ATTACHMENT B for subsequent years shall be adjusted annually in accordance with CONSULTANT's costs of doing business, subject to CLIENT's review and concurrence. III. Term of Agreement 3.1 Term CONSULTANT's obligations to perform under this AGREEMENT shall extend from the date of execution until terminated by either party. 3.2 Abandonment of Work CLIENT shall have the absolute right to abandon any work requested hereunder or to change the general scope of work at any time, and such action on its part shall in no event be deemed a breach of contract. 3.3 Termination of Agreement This AGREEMENT may be terminated for convenience on thirty (30) days written notice, or for any cause if either party fails substantially to perform through no fault of the other, and does not commence and make a continuing effort to effect correction of such non-performance within seven (7) days of written notice. 3.4 Payment for Work upon Abandonment or AGREEMENT Termination If CLIENT abandons requested work or terminates this AGREEMENT, CONSULTANT shall be paid on the basis of work completed to the date of abandonment or effective date of termination. CONSULTANT shall perform no activities other than reasonable wrap-up activities after receipt of notice of abandonment or termination. Payment for the work shall be as established under Section 2. IV. General Considerations 4.1 Assignment and Responsibiliq for Personnel 4.1.1 The assignment of personnel and all phases of the undertaking of the services which CONSULTANT shall provide hereunder shall be subject to the oversight and general guidance of CLIENT. 4.1.2 While upon the premises of CLIENT or property under its control, all employees, agents, and subconsultants of CONSULTANT shall be subject to CLIENT's rules and regulations respecting its property and the conduct of its employees thereon. 4.1.3 However, it is understood and agreed that in the performance of the work and obligations hereunder, CONSULTANT shall be and remain an independent Consultant and that the employees, agents or subconsultants of CONSULTANT shall be and remain an independent Consultant and that the employees agents or subconsultant of CONSULTANT shall not be considered employees of or subject to the direction and control of CLIENT. CONSULTANT Initial Page 2