Loading...
HomeMy WebLinkAbout4517 +--------------------------------------------------------------------------+ +Enter Search Criteria, Press Esc Key to Transmit + +Press Del Key to Terminate Delete Mode + + CHANGE Contract Transactions + + Contract Number 4517 + + + +Vendor Name HART CROWSER + +Subject GEOTECHNICAL SERVIC~S - FIRE STATION #1 + +Department ECON DEVEL + +Status Code PRO + + Amount $12100.00 + + Begin Date 02/19/2003 + + Insurance End Date 08/31/2005 + + Type Amount Review Date 02/15/2008 + + + + + + + + Insurance Total $0.00 + + Insurance Review Date + + + + Comments ORDERS #1-2/03 #2-3/03 CHANGE #1-7/03 LOA-6/04 + + AMENDMENTS #1-8/04 #2-4/05 VAULT 01/01/08 + + + +--------------------------------------------------------------------------+ . e e DEPARTMENT OF Tel 360-473-5234 Fax 360-473-5398 ECONOMIC DEVELOPMENT 3027 Olympus Drive Bremerton. WA 98310 April 25, 2005 Mr. Barry Chen Hart Crowser 1910 Fairview Avenue East Seattle, W A 98102-3699 Subject: Bremerton Fire Station #1 - Letter of Agreement for Geotechnical Services Amendment NO.2 Dear Barry: This Amendment NO.2 supplements the Letter of Agreement dated June 24, 2004 as amended August 4, 2004 to provide additional on-call geotechnical services of Hart Crowser during construction of the City's new Fire Station #1. When fully executed, this amends the total budget to not-to-exceed $12,100. All other terms and provisions for providing these services remain as set forth in the June 29, 2004 Letter of Agreement. Please sign and return the authorization on the bottom of this page. If you have any questions regarding this amendment, please feel free to contact me at (360) 473-5234. Sincerely, W. Eugene Sampley, P.E. Project Administrator Authorization: For City of Bremerton For Hart crowser0 By: ~ Date: r f., hi By: BC'Y// ~ate:~r' Ga.ry Sex on, Director Barry Chen, Principal Fire Station #1 Letter of Agreement- Amendment No.1 Page 1 of 1 -------- ------ ~ - ,;. _. I I DEPARTME/l!T OF Tel 360-473.5234 Fax 360-473.5398 ECONOMIC DEVELOPMENT 3027 Olympus Drive Bremerton. WA 98310 August 23, 2004 Mr. Barry Chen Hart Crowser 1910 Fairview Avenue East Seattle, W A 98102-3699 Subject Bremerton Fire Station #1 - Letter of Agreement for Geotechnical S.ervices . Amendment NO.1 Dear Barry: This Amendment NO.1 supplements the Letter of Agreement dated June 29, 2004 to provide additional on-call geotechnical services of Hart Crowser during construction of the City's new Fire Station #1. When fully executed, this amends the budget to not-to- exceed $8,500. All other terms and provisions for providing these services remain as set forth in the June 29,2004 Letter of Agreement. Please sign and return the authorization on the bottom of this page. If you have any questions regarding this amendment, please feelfree to contact me at (360) 473-5234. W. Eugene Sampley, P.E. Project Administrator Authorization: For City of Bremerton For Hart Crowser By: Date: ~'f ~~. zp3/o'-i- By: Date: G ry S xton, Director Barry Chen, Principal Fire Station #1 Letter of Agreement- Amendment NO.1 Page 1 of 1 ... ;" '-'" ~. I DEPARTMENT OF Tel 360-473.5234 ! Fax 360.473.5398 i ECONOMIC DEVELOPMENT 3027 Olympus Drive Bremerton. WA 98310 June 29,2004 Mr. Barry Chen Hart Crowser 1910 Fairview Avenue East Seattle, WA 98102-3699 Subject: Bremerton Fire Station #1 - Letter of Agreement for Geotechnical Services. Dear Barry: The City of Bremerton requires the on-call geotechnical services of Hart Crowser during construction of the City's new Fire Station #1. When fully executed, this Letter of Agreement sets forth the terms for providing these services. SCOPE OF WORK These services will be as required for geotechnical support called for by the project architect, RICEfergusMILLER in evaluating the site conditions as set forth in your pre-demolition Geotechnical Engineering Design Study, Bremerton Fire Station One dated July 28, 2003. BUDGET This Letter of Agreement is for an amount not-to-exceed $5,000. Payment will be made on a time and materials basis at your standard billing rates. Fire Station #1 Letter of Agreement Page 1 of 2 I .. . DELlVERABLES Provide inspection/testing reports to the Project Architect and the City describing the test results. Please sign and return the authorization on the bottom of this page. If you have any questions on this project, please feel free to contact me at (360) 473-5234. Sincerely, W. Eugene Sampley, P.E. Project Administrator Authorization: For City of Bremerton ~ ~ , ~ J ~y' By: Date: G3ry G\;;x.lon, Ulrector ~i'lf 2S:p2. &-m...... By: ~. "8AR;<Y cHGAJ Date: 64q/di Authorized signature for Hart Crowser ( . , Fire Station #1 Letter of Agreement Page 2 of 2 ~. e e . .. .. www.hartcrowser.com HIJRTCROWSER Delivering smarter solutions CONTRACT ORDER NO.2 Anchorage DATE: March 1 7, 2003 CLIENT: Kathleen McCluskey City of Bremerton Basta n 239 4th Street Bremerton, Washington 98337 PROJECT: Preliminary Subsurface Soil Exploration Denver Park Avenue Property 811 Park Avenue Bremerton, Washington 03-5-1100-155 Edmonds Description of Work Cost This contract order outlines our scope of services and costs estimate to conduct a preliminary subsurface soil exploration Preliminary Subsurface Soil on the subject property. Exploration Eureka Based on our results from the Phase I Environmental Site Assessment, we are recommending a preliminary subsurface Driller: $2,000 soil exploration program to assess the soil quality in locations Chemical Analysis: $ 600 of previously known underground storage tanks (USTs). The soil samples collected will also be useful for future Field Labor: $1,000 Jersey City geotechnical analysis. Direct Costs: $ 300 We propose to advance three soil borings to 15 feet using a Report Text: $1,1 00 hollow-stem auger drill rig. Soil samples will collected at 2.5- foot-deptch intervals and screened for volatile organics. We Total: $5,000 will analyze up to three soil samples for total petroleum Juneau hydrocarbons (TPH). We will conduct the field program on Friday, March 21, 2003. We anticipate results from the chemical analysis within two weeks after the field program, and the results will be included in the Phase I report one week following receipt Long Beach of the laboratory certificates. The final report will be submitted to you by April 11, 2003. We will perform the scope of work for the preliminary subsurface soil exploration program for $5,000. Portland Seattle 1910 Fa irview Avenue East Seattle, Washington 98102-3699 Fax 206328.5581 Tel 206324.9530 , e e .. .. City of Bremerton 03-5-1100-155 March 1 7, 2003 Page 2 The scope of work outlined above will be billed on a time and materials basis and in accordance with the attached Terms and Conditions and Rates, and any exhibits or attachments referenced herein are incorporated into our agreement with you and by your authorization to proceed, you are agreeing to these terms and conditions. Please acknowledge your authorization for this work by having this contract order signed and returned to Hart Crowser. CllY OF BREMERTO,V~ By: Date: 3/~5 Printed Name: q-Il-/?tj ~.ev.;o J HARTCROWSER~ AA/~ .3 L\~ lC)~ By: Date: Printed Name: lulie K. W. Wukelic Attachments: Terms and Conditions Rate Schedule (City of Bremerton) with Exhibit A F:\Docs\Proposals\0351100155\Parkavecontractorder.doc . e TERMS AND CONDITIONSe . 1. SERVICES TO BE PROVIDED AND STANDARD OF CARE. HART CROWSER, INC. (hereinafter "HART CROWSER"), agrees to provide CLIENT (as identified in attached proposal), for its sole benefit and exclusive use, consulting services set forth in the proposal. HART CROWSER's offer to perform shall terminate if not accepted within 120 days of the date of the proposal. HART CROWSER's services shall be performed in accordance with the standard of care of its profession, which means generally accepted professional practices, in the same or similar localities, related to the nature of the work accomplished, at the time the services are performed. HART CROWSER MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING ITS SERVICES, including, but not limited to, the implied warranties of merchantability and/or fitness for a particular purpose. Both parties agree that no third-party beneficiaries are intended by this AGREEMENT, which is defined to include these Terms and Conditions, the attached proposal, and attachments referenced in the proposal. 2. PAYMENT. HART CROWSER will submit invoices to CLIENT for the preceding month's services, and a final bill upon completion of services rendered according to the AGREEMENT. Invoices will be in a format consistent with the attached example marked Exhibit A. Payment is due within 30 days of the invoice date, unless CLIENT notifies HART CROWSER in writing, within 10 business days of the invoice date, of any dispute with the invoice. CLIENT and HART CROWSER will in good faith attempt to promptly resolve any disputed invoice amounts. All undisputed invoice amounts will be considered delinquent if not received by HART CROWSER within 30 days after the invoice date. Any action, claim, lien, or legal disputes arising from such delinquent amounts and initiated by HART CROWSER are not subject to the requirements set forth in paragraph 14 of this AGREEMENT. Interest will be added to delinquent amounts at the rate of one and one-half percent (1.5%) per month of the total arrearage, or the maximum rate allowed by law. Payments received for delinquent amounts will be applied first against interest and then against principal. HART CROWSER may suspend or terminate services under this AGREEMENT for CLIENT's failure to make timely payments after tendering seven (7) days written notice to CLIENT, and all reasonable demobilization and other suspension costs will be paid by CLIENT. Failure to make payment within the time limits set forth in this paragraph is a material breach and excuses HART CROWSER from any performance under this AGREEMENT. CLIENT shall pay HART CROWSER for all time spent and all costs, expenses, and fees incurred (including attorney's fees) in connection with perfecting liens or collecting any delinquent amount(s). 3. RIGHT OF ENTRY, PROPERTY RESPONSIBILITY, AND HAZARDOUS SUBSTANCES ORCONDITIONS. CLIENT shall provide HART CROWSER legal access to and/or obtain permission for HART CROWSER to enter upon all property, whether or not owned by CLIENT, as required by HART CROWSER to perform and complete its services. CLIENT warrants that, prior to HART CROWSER beginning the work, it will provide HART CROWSER with all information known or which should reasonably be known by CLIENT concerning the past or present use of the property, including the nature and existence of any hazardous substances, or hazardous or ultrahazardous conditions on; in, under, adjacent to, or near the property. HART CROWSER has responsibility for its own activities on the property including the safety of its employees; it does not assume control of, nor responsibility for, the property, the person in charge of the property, nor the safety or control of persons not in HART CROWSER's employ. CLIENT agrees that HART CROWSER has no responsibility as a handler, generator, operator, treater, storer, transporter, disposer, or arranger of the transportation and/or disposal of hazardous substances found or identified at the project property. CLIENT further agrees that it shall be responsible for arranging for the transportation and/or disposal of hazardous substances found or identified at the project property. 4. LIMITATION OF LIABILITY. CLIENT expressly agrees that to the fullest extent permitted by law, HART CROWSER's maximum liability to CLIENT for claims arising from HART CROWSER's professional acts, errors, or omissions, shall be the amount of HART CROWSER's fee for professional services or $50,000, whichever is greater. In the event CLIENT desires a higher limitation of liability, HART CROWSER may increase this limit for a higher fee commensurate with the increased risk to HART CROWSER, and this paragraph will be amended by separate written agreement. As used in this paragraph, the terrn "liability" means liability of any kind, whether in contract (including breach of warranty), in tort (including negligence), in strict liability, or otherwise, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to HART CROWSER's services or the services of HART CROWSER's subcontractors, consultants, agents, officers, directors, and employees from any cause(s). HART CROWSER shall not be liable for any claims of loss of profits or any other indirect, incidental, or consequential damages of any nature whatsoever. 5. INDEMNIFICATION. CLIENT shall indemnify, defend, and hold harrnless HART CROWSER and its subcontractors, consultants, agents, officers, directors, and employees from and against all claims, damages, losses, and expenses, including but not limited to attorney's fees and court costs arising out of or in any way related to the services or work of HART CROWSER, HART CROWSER's presence on the project property, or the presence, release, or threatened release of asbestos, hazardous substances, or pollutants on or from the project property; provided that such indemnification shall no~~pply to such claims, damages, losses, or expenses that arise out of bodily injury to persons or damage to property to the extent they are caused by HART CROWSER's sole negligence or willful misconduct; and provided further that CLIENT shall indemnify HART CROWSER against liability for damages, losses, or expenses arising out of bodily injury to persons or damage to property and caused by or resulting from the concurrent negligence of (a) CLIENT, its agents or employees and (b) HART CROWSER, its agents, subcontractors, or employees, only to the extent of CLIENT's negligence or the negligence of CLIENT's agents or employees. To the fullest extent permitted by law, such indemnification shall apply regardless of the breach of contract, negligence, or strict liability of HART CROWSER. CLIENT AND HART CROWSER AGREE THAT PARAGRAPHS 4 AND 5 OF THESE TERMS AND CONDITIONS WERE MUTUALLY NEGOTIATED AND THAT BUT FOR THE INCLUSION OF PARAGRAPHS 4 AND 5. HART CROWSER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR HART CROWSER'S COMPENSATION UNDER THIS AGREEMENT WOULD BE HIGHER. 6. DISPOSAL OF SAMPLES, MATERIALS, OR EQUIPMENT, AND WELL ABANDONMENT. Any non-hazardous samples will be discarded 90 days after sampling unless different arrangements are agreed to in writing. Samples, materials, or equipment containing hazardous substances that are regulated under federal, state, or local environmental laws shall be returned to CLIENT at CLIENT's expense. Alternatively, CLIENT may request in writing, pay, arrange, and assume responsibility for the contaminated samples, materials, or equipment to be transported to a disposal site in compliance with all applicable laws; HART CROWSER will act as a bailee and will not be arranging for the transportation or disposal of the contaminated samples, materials, or equipment. Any wells installed as part of HART CROWSER's work may later need to be properly abandoned and recorded in accordance with applicable law. Unless expressly provided for in the proposal, proper well abandonment and recording, and associated costs, are not included in this AGREEMENT. 7. UNFORESEEN OCCURRENCES, SUBSURFACE RISKS, AND SITE DAMAGE. If any unforeseen conditions or occurrences are encountered which, in HART CROWSER's judgment, significantly affect or may affect the recommended scope of work, then HART CROWSER will notify CLIENT. After such notification, HART CROWSER will complete the original scope of work, if appropriate, or agree with CLIENT to modify the AGREEMENT, or terminate the AGREEMENT pursuant to Paragraph 10 if the parties are unable to reach agreement. CLIENT recognizes that special risks occur and "guarantees" cannot be expected whenever professional consulting services are applied to determine the composition or makeup of a site's subsurface or the existence or non-existence of particular man-made or natural subsurface conditions, features, or substances, including but not limited to hazardous substances. CLIENT has the duty to disclose to HART CROWSER any such known or suspected conditions, substances, or features in writing or by notation on plans or drawings provided by CLIENT. Even with adequate disclosure by CLIENT, HART CROWSER can only minimize these risks by applying the standard of care in the industry, and CLIENT agrees to accept this level of risk. When HART CROWSER is providing field services, CLIENT recognizes that the use of exploration and test equipment may unavoidably damage or alter the property surface or subsurface, and CLIENT agrees to assume responsibility for such unavoidable damages or alterations. Finally, CLIENT agrees to assume responsibility for (OVER) personal and property damages caused by HaROWSER'S interference with subterranean struct.including but not limited to pipes, tanks, utility . lines, passageways, tunnels, openings, or oth ch conditions, substances, or features that are not c. d to HART CROWSER's attention in writing" or correctly shown on plans or drawings provided by CLIENT. 8. REPORTS, RECOMMENDATIONS, OWNERSHIP OF DOCUMENTS, AND ELECTRONIC DATA. Reports, recommendations, electronic data, and other materials resulting from HART CROWSER's efforts are intended solely for the CLIENT for the purposes of this AGREEMENT; any reuse by CLIENT or others for purposes outside of this AGREEMENT or any failure to follow HART CROWSER's recommendations, without HART CROWSER's written permission, shall be at the user's sole risk. CLIENT will furnish such reports, data, studies, plans, specifications, documents, and other information deemed necessary by HART CROWSER for proper performance of its services. HART CROWSER may rely upon CLIENT-provided documents in performing the services required under this AGREEMENT; however, HART CROWSER assumes no responsibility or liability for their accuracy. CLIENT-provided documents will remain property of CLIENT. All proposals, reports, field notes, calculations, estimates, electronic data, and other documents which are prepared, as instruments of service, shall remain HART CROWSER's property, and HART CROWSER shall retain copyrights to these materials. HART CROWSER will retain all pertinent records relating to services performed for a period of six years following completion of a report, during which period the records will be made available to CLIENT at all reasonable times. Because of the possibility that electronic information and data delivered in machine readable form may be altered, inadvertently or otherwise, HART CROWSER reserves the right to retain the original tapes and disks. HART CROWSER also reserves the right to retain hard copy originals of all project documentation delivered to the CLIENT in machine readable form, which originals shall be referred to and shall govern in the event of any inconsistency between the two. HART CROWSER MAKES NO WARRANTIES REGARDING REPORTS, DOCUMENTS. OR ELECTRONIC DATA, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE. 9. FORCE MAJEURE. It shall be deemed that neither party to this AGREEMENT will be in default under the terms of this AGREEMENT if performance of services is suspended or is prevented or prohibited by law, by inability to obtain permits or licenses, by scarcity or inability to obtain equipment, material, power, fuel, data, or information from parties not under the express control of HART CROWSER, by strike, lockout, or industrial disturbance, by failure of carriers to transport or furnish facilities for transportation, by operation of force majeure (including, without limitation, fire, lightning, earthquake, storm, eruption, flood, washout, cave-in, slides), breakage, or accident to machinery or facilities, or by any cause or action of third parties beyond HART CROWSER's control; provided, however, that HART CROWSER shall exercise reasonable diligence to resume services. 10. TERMINATION. This AGREEMENT may be terminated by either party upon receipt of written notice for (1) convenience, or for (2) substantial or material failure to perform in accordance with terms hereof through no fault of the terminating party. Except for termination arising out of delinquency in payment for HART CROWSER's services, such termination shall not be effective unless: (i) not less than seven (7) calendar days notice of intent to terminate has been provided; (ii) the notice specifies "for convenience" or the nature of the substantial or material failure; and (iii) the notified party has had an opportunity to consult with the terminating party to discuss the termination "for convenience" or cure the substantial failure before expiration of the period specified in the written notice, which shall not be less than seven (7) calendar days. In the event of termination, HART CROWSER shall be paid for services performed up to the termination date, and reasonable termination expenses, including all direct costs and all expenses incurred or committed to that cannot be canceled without penalty. If CLIENT terminates for convenience, a termination charge of 5 percent of HART CROWSER's total fee earned to date or $500, whichever is greater, will be immediately due and payable, in addition to the above costs. 11. CERTIFICATION. HART CROWSER shall not be required to execute any certification with regard to work or services performed, tested, or observed under this AGREEMENT unless: i) HART CROWSER believes that sufficient work has been performed by HART CROWSER to provide an adequate basis to issue the certification; ii) HART CROWSER believes that the work performed, tested, or observed meets the criteria of the certification; and iii) the form of such certification has been approved by HART CROWSER, in writing, prior to execution of this AGREEMENT. Unless expressly provided for otherwise in writing by HART CROWSER, a certification fee of $1,500 will be due and payable for the first certification HART CROWSER has agreed to perform on this project and $750 for each additional certification. 12. SEVERABILITY AND SURVIVAL. Any element of this AGREEMENT later held to violate a law shall be deemed void, and all remaining provisions shall continue in force. All Terms and Conditions of this AGREEMENT allocating liability between CLIENT and HART CROWSER, including in particular Paragraphs 4 and 5, shall survive the completion of the services and the termination of this AGREEMENT. 13. INTERPRETATIONS AND TIME BAR TO LEGAL ACTION. Interpretations and enforcement of this AGREEMENT shall be governed by the laws of the State of Washington. All legal actions of any kind by either party against the other related to this AGREEMENT (except actions for non-payment), shall be barred after one year has passed from the time the claimant knew or should have known of its claim, and under no circumstances shall be initiated after two years have passed from the date tfy which HART CROWSER completes its services. 14. DISPUTES RESOLUTION. Except as provided in the provisions for Pavment. Paraqraph 2, in the event of any dispute, claim, cause of action, or other disagreement arising from or relating to this AGREEMENT, the parties shall in good faith use their best efforts to settle such dispute, claim, cause of action, question, or disagreement. If they do not reach a settlement within 60 days, then the parties agree to submit the dispute to mediation, before resorting to litigation. If a dispute at law arises related to the services provided under this AGREEMENT, and such dispute cannot be resolved by negotiation or mediation, then: (i) CLIENT assents to personal jurisdiction in the State of Washington; (ii) The claim will be brought and tried in either the federal or state jurisdiction in the county where HART CROWSER's principal place of business is located and CLIENT waives the right to transfer the action to any other county or judicial jurisdiction; and (iii) The prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorneys' fees, and other claim-related expenses. 15. PRECEDENCE AND ENTIRE AGREEMENT. These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions, oral or written, contained in any proposal, contract, purchase order, requisition, notice to proceed, or like document regarding HART CROWSER's services. CLIENT and HART CROWSER agree that all provisions of these Terms and Conditions were mutually negotiated and agreed upon, and that this AGREEMENT represents the entire AGREEMENT between the parties. No modification or alteration of any provision of this AGREEMENT shall be binding upon either CLIENT or HART CROWSER, unless such modification or alteration is mutually agreed to, is in writing, and is signed by the party against whom such modification or alteration is sought to be enforced. 16. MISCELLANEOUS PROVISIONS. This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Performance of this AGREEMENT may not be assigned by either party without the express written consent of the other, and CLIENT shall not assign any of its legal remedies or courses of action arising from or relating to HART CROWSER's performance of or breach of this AGREEMENT without the express written consent of HART CROWSER. No waiver of any right or remedy in respect of any occurrence on occasion shall be deemed a waiver of such right or remedy in respect of such occurrence on any other occasion. CLIENT and HART CROWSER acknowledge that they have had the opportunity to have this AGREEMENT and all matters related thereto, reviewed by their legal counsel. HCH 1/99 personal and property damages caused by HJ CRO\.^JSER's interference vvith subterranean structl including but not limited to pipesJ,tanks, utility lines, passageways, tunnels, openings, or oth", vuch conditions, substances, or features that are not ccwcld to HART CROWSER's attention in writing or correctly shown on plans or drawings provided by CLIENT. 8. REPORTS, RECOMMENDATIONS, OWNERSHIP OF DOCUMENTS, AND ELECTRONIC DATA. Reports, recommendations, electronic data, and other materials resulting from HART CROWSER's efforts are intended solely for the CLIENT for the purposes of this AGREEMENT; any reuse by CLIENT or others for purposes outside of this AGREEMENT or any failure to follow HART CROWSER's recommendations, without HART CROWSER's written permission, shall be at the user's sole risk. CLIENT will furnish such reports, data, studies, plans, specifications, documents, and other information deemed necessary by HART CROWSER for proper performance of its services. HART CROWSER may rely upon CLIENT-provided documents in performing the services required under this AGREEMENT; however, HART CROWSER assumes no responsibility or liability for their accuracy. CLIENT-provided documents will remain property of CLIENT. All proposals, reports, field notes, calculations, estimates, electronic data, and other documents which are prepared, as instruments of service, shall remain HART CROWSER's property, and HART CROWSER shall retain copyrights to these materials. HART CROWSER will retain all pertinent records relating to services performed for a period of six years following completion of a report, during which period the records will be made available to CLIENT at all reasonable times. Because of the possibility that electronic information and data delivered in machine readable form may be altered, inadvertently or otherwise, HART CROWSER reserves the right to retain the original tapes and disks. HART CROWSER also reserves the right to retain hard copy originals of all project documentation delivered to the CLIENT in machine readable form, which originals shall be referred to and shall govern in the event of any inconsistency between the two. HART CROWSER MAKES NO WARRANTIES REGARDING REPORTS. DOCUMENTS, OR ELECTRONIC DATA, EITHER EXPRESS OR IMPLIED. OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE. 9. FORCE MAJEURE. It shall be deemed that neither party to this AGREEMENT will be in default under the terms of this AGREEMENT if performance of services is suspended or is prevented or prohibited by law, by inability to obtain permits or licenses, by scarcity or inability to obtain equipment, material, power, fuel, data, or information from parties not under the express control of HART CROWSER, by strike, lockout, or industrial disturbance, by failure of carriers to transport or furnish facilities for transportation, by operation of force majeure (including, without limitation, fire, lightning, earthquake, storm, eruption, flood, washout, cave-in, slides), breakage, or accident to machinery or facilities, or by any cause or action of third parties beyond HART CROWSER's control; provided, however, that HART CROWSER shall exercise reasonable diligence to resume services. 10. TERMINATION. This AGREEMENT may be terminated by either party upon receipt of written notice for (1) convenience, or for (2) substantial or material failure to perform in accordance with terms hereof through no fault of the terminating party. Except for termination arising out of delinquency in payment for HART CROWSER's services, such termination shall not be effective unless: (i) not less than seven (7) calendar days notice of intent to terminate has been provided; (Ii) the notice specifies "for convenience" or the nature of the substantial or material failure; and (Iii) the notified party has had an opportunity to consult with the terminating party to discuss the termination "for convenience" or cure the substantial failure before expiration of the period specified in the written notice, which shall not be less than seven (7) calendar days. In the event of termination, HART CROWSER shall be paid for services performed up to the termination date, and reasonable termination expenses, including all direct costs and all expenses incurred or committed to that cannot be canceled without penalty. If CLIENT terminates for convenience, a termination charge of 5 percent of HART CROWSER's total fee earned to date or $500, whichever is greater, will be immediately due and payable, in addition to the above costs. 11. CERTIFICATION. HART CROWSER shall not be required to execute any certification with regard to work or services performed, tested, or observed under this AGREEMENT unless: i) HART CROWSER believes that sufficient work has been performed by HART CROWSER to provide an adequate basis to issue the certification; Ii) HART CROWSER believes that the work performed, tested, or observed meets the criteria of the certification; and Iii) the form of such certification has been approved by HART CROWSER, in writing, prior to execution of this AGREEMENT. Unless expressly provided for otherwise in writing by HART CROWSER, a certification fee of $1,500 will be due and payable for the first certification HART CROWSER has agreed to perform on this project and $750 for each additional certification. 12. SEVERABILITY AND SURVIVAL Any element of this AGREEMENT later held to violate a law shall be deemed void, and all remaining provisions shall continue in force. All Terms and Conditions of this AGREEMENT allocating liability between CLIENT and HART CROWSER, including in particular Paragraphs 4 and 5, shall survive the completion .of the services and the termination of this AGREEMENT. 13. INTERPRETATIONS AND TIME BAR TO LEGAL ACTION. Interpretations. and enforcement of this AGREEMENT shall be governed by the laws of the State of Washington. All legal actions of any kind by either party against the other related to this AGREEMENT (except actions for non-payment), shall be barred after one year has passed from the time the claimant knew or should have known of its claim, and under no circumstances shall be initiated after two years have passed from the date by which HART CROWSER completes its services. 14. DISPUTES RESOLUTION. Except as provided in the provisions for Pavment. Paraaraph 2, in the event of any dispute, claim, cause of action, or other disagreement arising from or relating to this AGREEMENT, the parties shall in good faith use their best efforts to settle such dispute, claim, cause of action, question, or disagreement. If they do not reach a settlement within 60 days, then the parties agree to submit the dispute to mediation, before resorting to litigation. If a dispute at law arises related to the services provided under this AGREEMENT, and such dispute cannot be resolved by negotiation or mediation, then: (i) CLIENT assents to personal jurisdiction in the State of Washington; (ii) The claim will be brought and tried in either the federal or state jurisdiction in the county where HART CROWSEH's principal place of business is located and CLIENT waives the right to transfer the. action to any other county or judicial jurisdiction; and (iii) The prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorneys' fees, and other claim-related expenses. 15. PRECEDENCE AND ENTIRE AGREEMENT. These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions, oral or written, contained in any proposal, contract, purchase order, requisition, notice to proceed, or like document regarding HART CROWSER's services. CLIENT and HART CROWSER agree that all provisions of these Terms and Conditions were mutually negotiated and agreed upon, and that this AGREEMENT represents the entire AGREEMENT between the parties. No modification or alteration of any provision of this AGREEMENT shall be binding upon either CLIENT or HART CROWSER, unless such modification or alteration is mutually agreed to, is in writing, and is signed by the party against whom such modification or alteration is sought to be enforced. 16. MISCELLANEOUS PROVISIONS. This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Performance of this AGREEMENT may not be assigned by either party without the express written consent of the other, and CLIENT shall not assign any of its legal remedies or courses of action arising from or relating to HART CROWSER'sperformance of or breach of this AGREEMENT without the express written consent of HART CROWSER. No waiver of any right or remedy in respect of any occurrence on occasion shall be deemed a waiver of such right or remedy in respect of such occurrence on any other occasion. CLIENT and HART CROWSER acknowledge thatthey have had the opportunity to have this AGREEMENT and all matters related thereto, reviewed by their legal counsel. HCH 1/99 . p e .. e .. HlJRTCROWSER Hart Crowser, Inc. 1910 Fairview Avenue East INVOICE NO: XXXXXX Seattle, Washington 98102-3699 206.324.9530 Earth and Environmental Technologies DATE: XX/XX/XX JOB NO: XXX XXX Client Name Client Address Line 1 Client Address Line 2 Client Address Line 3 Client Address Line 4 ATTENTION: Client Contact Project Description Line 1 REF NO: Client P.O. No. Project Description Line 2 Project Description Line 3 Project Description Line 4 PROFESSIONAL SERVICES - XX/XX/XX through DIRECT LABOR XXX,XXX.XX DIRECT EXPENSES XXX,XXX.XX ------------ AMOUNT DUE THIS INVOICE X,XXX,XXX.XX Total Authorized $ X,XXX,XXX.XX Invoiced to Date $ X,XXX,XXX.XX ------------- Balance Remaining $ X,XXX,XXX.XX RATE SCHEDULE INVOICE Exhibit A Please pay from this invoice Sheet 1.of 2 Terms: Payment due upon receipt . e .. e '-'. .. INVOICE NO: XXXXXX HlJRTCROWSER Hart (rowse/; Inc. 1910 Fairview Avenue East DATE: XX/XX/XX Seattle, Washington 98102-3699 206.324.9530 Earth and Environmental Technologies JOB NO: XXXXXX LABOR & E X PEN S E D ETA I L DIRECT LABOR HOURS RATE AMOUNT Senior Staff HCI Employee XXX. XX XXX.XXXX XX,XXX.XX HCI Employee XXX. XX XXX.XXXX XX,XXX.XX Project HCI Employee XXX.XX XXX.XXXX XX,XXX.XX Clerical HCI Employee XXX. XX XXX.XXXX XX,XXX.XX Proj. Assistant/Technical Word Proc HCI Employee XXX. XX XXX.XXXX XX,XXX.XX Project Drafter HCI Employee XXX. XX XXX. XXX X XX,XXX.XX ------ ---------- XXX. XX XXX,XXX.XX DIRECT EXPENSES COST/QTY RATE AMOUNT HCI unit pricing Reimbursable In-House Reprographics DOC ID XX/XX/XX XX.XX copy(s) I/H Repro 8 1/2 x 11 (14) DOC ID XX/XX/XX XX.XX copy(s) I/H Repro 8 1/2 x 11 (14) ------ *** XX.XX XX.XXXX XX,XXX.XX Computer Charges/Word Pr DOC ID XX/XX/XX XX.Xx hour(s) Word Processing Comp Rental ------ XX.XX XX.XXXX XX.XXX.XX Personal Mileage Reimbur DOC ID XX/XX/XX XX.XX mile(s) Mileage - Personal Vehicle ------ XX.XX .XXXX XX,XXX.XX ---------- XXX,XXX.XX ** TOTAL PROJECT X,XXX,XXX.XX Exhibit A Please pay from this invoice Sheet 2 of 2 l Terms: Payment due upon receipt .. .. INVOICE NO: XXXXXX HMTCnOWSER . Hart Crowser, Inc. 1910 Fairview Avenue East DATE: XX/XX/XX Seattle, Washington 98102-3699 206.324.9530 Earth and Environmental Technologies JOB NO: XXXXXX LABOR & E X PEN S E D ETA I L DIRECT LABOR HOURS RATE AMOUNT Senior Staff HCI Employee XXX. XX XXX.XXXX XX, XXX. XX HCI Employee XXX. XX XXX.XXXX XX,XXX.XX Project HCI Employee XXX. XX XXX.XXXX XX,XXX.XX Clerical HCI Employee XXX. XX XXX.XXXX XX/XXX.XX Proj. Assistant/Technical Word Proc HCI Employee XXX. XX XXX.XXXX XX,XXX.XX Project Drafter HCI Employee XXX. XX XXX.XXXX XX,XXX.XX ------ ---------- XXX. XX XXX,XXX.XX DIRECT EXPENSES COST/QTY RATE AMOUNT HCI Unit Pricing Reimbursable In-House Reprographics DOC ID XX/XX/XX XX.XX copy(s) I/H Repro 8 1/2 x 11 (14) DOC ID XX/XX/XX XX.XX copy(s) I/H Repro 8 1/2 x 11 (14) ------ *** XX.XX XX.XXXX XX,XXX.XX Computer Charges/Word pr DOC ID XX/XX/XX XX.XX hour(s) Word Processing Comp Rental ------ XX.XX XX.XXXX XX.XXX.XX Personal Mileage Reimbur DOC ID XX/XX/XX XX.XX mile(s) Mileage - Personal Vehicle ------ XX.XX .XXXX XX,XXX.XX ---------- XXX,XXX.XX ** TOTAL PROJECT x,XXX,XXX.XX Exhibit A Please pay from this invoice Sheet 2 of 2 T,Orrnc. P:::n"nAnt rill';:' unon rprpint . .." e e . .. .. www.hartcrowser.com IIIJRTCROWSER Delivering smarter solutions HART CROWSER RATE SCHEDULE Anchorage Sr. Principal $158 Boston Principal $144 Sr. Associate $130 Associate $116 Denver Sr. Project $102 Project $ 88 Edmonds Sr. Staff $ 74 Staff $ 60 Eureka Technician $ 51 Sr. Drafter $ 65 Drafter $ 51 Jersey City Project Assistant/Technical Word Processor $ 51 Juneau DIRECT CHARGES Auto Mileage Current Federal Standard Truck/Van Rental (Half-day minimum) $70.00/day Subcontractors and Outside Vendors Cost + 10% Communication Charge 5% of Billed Labor Long Beach Safety Program for Potentially Dangerous/Hazardous Material $5.00/field labor hour The current Schedule of Laboratory and Field Charges for in-house laboratory services and field equipment rental and supplies is available upon request. All rates are subject to change without notice. City of Bremerton Portland Seattle 1910 Fairview Avenue East Seattle, Washington 98102-3699 Fax 206.328.5581 Tel 206.324.9530 . e e~ Co~~ ~ . .. .. vi/vv\;v har!crOliliser corn HlJRTCROWSER Delivering srnarter sOlutions .~oC~~LJ"--~ Anchorage CONTRACT CHANGE CHANGE NO. 1 Date: july 8, 2003 CLIENT City of Bremerton Boston JOB NO. 7873 PROJECT Bremerton Fire Station One (811 Park Avenue) Denver Description of Work Prepare a Geotechnical Engineering Design Study Report for the proposed 1-2 story structure, using soil information obtained from soil borings performed for the previous environmental assessment. No additional field work will be performed under this scope of work. Edmonds The report will be prepared based on the project information provided by the architect and structural engineer. The report will include: (1) a summary of findings and engineering recommendations, (2) description of soil and groundwater conditions, (3) recommendations on site preparation, design criteria on temporary cut slope, shallow foundations (allowable bearing capacity and settlement estimates), construction dewatering, permanent drainage, floor slabs, lateral earth pressure for backfill of subgrade walls, structural fill and compaction, and (4) evaluation of Eureka seismic hazards and seismic design criteria per 1997 UBC and 2000 IBe. We will provide 4 copies of the report within 2 weeks of your authorization to proceed. Total Costs $3,000 This change amends our contract between City of Bremerton and Hart Crowser dated Jersey City February 12, 2003 and March 17, 2003 under Hart Crowser job number 7873. Except as amended above, all terms and conditions apply to this Contract Change. To indicate your acceptance, please return one signed copy. CLIENT By: -~"., ~~ Date: j- to - 0 3 Long Beach Printed Name: ~"'~\-e<2-v.- M~"-':,~~ HART CROWSER, INC. By: fi5 ~ate: July 8, 2003 Po/tlano Printed Name: Barry S. Chen, P.E., Principal F:\Docs\Proposals\04S1100004\Bremerton FS 1 Contract Change. doc 1910 Fairview Avenue East Seattle Seattle, Washington 98102-3699 Fax 206.328.5581 Tel 206.324.9530 ------------..- ! .f e }~ e " ) . .. &II www.hartcrowser.com HIJRTCROWSER Delivering smarter solutions CONTRACT ORDER NO.1 Anchorage DATE: February 12, 2003 CLIENT: Kathleen McCluskey City of Bremerton Boston 239 4th Street Bremerton, Washington 98337 PROJECT: Environmental Assessment Denver Park Avenue Property 811 Park Avenue Bremerton, Washington 03-5-1100-136 Edmonds Description of Work Cost This contract order outlines our scope of services and cost estimate to conduct an environmental assessment on the Phase I Environmental Site subject property. Assessment $2,500 Eureka Based on our conversation and brief site visit on February 6, 2003, we understand that the property was formerly owned and operated by Darigold. It is approximately 1 acre in area and contains two buildings. Our first task will be to conduct a Phase I Environmental Site Jersey City Assessment on the property. This will include a historical and regulatory review and site visit. We anticipate completing the historical and regulatory review within two weeks and discuss a final scope of work for the second task, Phase II environmental site assessment. The Phase II will Juneau include drilling borings and collecting and analyzing soil and/or groundwater samples. A final scope of work and cost will be presented to you for authorization following discussions of our findings. A final report of the Phase I and the Phase II work that will have been completed by March 1, Long Beach 2003, will be prepared and submitted to you by March 15, 2003. We will perform the scope of work for the Phase I environmental site assessment for $2,500. As discussed previously, a preliminary estimate for a limited Phase II Portland environmental site assessment will be between $5,000 and $10,000 depending on the number of borings and samples collected and analyzed. Seattle 1910 Fairview Avenue East Seattle, Washington 98102-3699 Fax 206328.5581 Tel 206324.9530 " e tit .. 11M -- City of Bremerton 03-5-1100-136 February 12, 2003 Page 2 The scope of work outlined above will be billed lump sum and in accordance with the attached Terms and Conditions (HCH 1/99), and any exhibits or attachments referenced herein are incorporated into our agreement with you and by your authorization to proceed, you are agreeing to these terms and conditions. Please acknowledge your authorization for this work by having this contract order signed and returned to Hart Crowser. CllY OF BREMER~ By:l- . .MI.-.._ ~~ Date: ~o ::. Printed Name: . \_>A.:-~\\\-e.e\L) ~~ LLs' \-<-Q ~ ~~ ,?\~MLAJ,-~-+l,,--~ ~~ u{C5:J HART CROWSER, INC... ... .16.""" B ~.~ AfiiJ/V~. '2-(,')/03 7- .. ate: Printed Name: lulie K. W. Wukelic Attachments: Terms and Conditions (HCH 1/99) with Exhibit A F:\Docs\Proposals\03S11 00136\Parkavecontractorder021203.doc " e CONDITIONSe TERMS AND 1. SERVICES TO BE PROVIDED AND STANDARD OF CARE. HART CROWSER, INC. (hereinafter "HART CROWSER"), agrees to provide CLIENT (as identified in attached proposal), for its sole benefit and exclusive use, consulting services set forth in the proposal. HART CROWSER's offer to perform shall terminate if not accepted within 120 days of the date of the proposal. HART CROWSER's services shall be performed in accordance with the standard of care of its profession, which means generally accepted professional practices, in the same or similar localities, related to the nature of the work accomplished, at the time the services are performed. HART CROWSER MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING ITS SERVICES, including, but not limited to, the implied warranties of merchantability and/or fitness for a particular purpose. Both parties agree that no third-party beneficiaries are intended by this AGREEMENT, which is defined to include these Terms and Conditions, the attached proposal, and attachments referenced in the proposal. 2. PAYMENT. HART CROWSER will submit invoices to CLIENT for the preceding month's services, and a final bill upon completion of services rendered according to the AGREEMENT. Invoices will be in a format consistent with the attached example marked Exhibit A. Payment is due within 30 days of the invoice date, unless CLIENT notifies HART CROWSER in writing, within 10 business days of the invoice date, of any dispute with the invoice. CLIENT and HART CROWSER will in good faith attempt to promptly resolve any disputed invoice amounts. All undisputed invoice amounts will be considered delinquent if not received by HART CROWSER within 30 days after the invoice date. Any action, claim, lien, or legal disputes arising from such delinquent amounts and initiated by HART CROWSER are not subject to the requirements set forth in paragraph 14 of this AGREEMENT. Interest will be added to delinquent amounts at the rate of one and one-half percent (1.5%) per month of the total arrearage, or the maximum rate allowed by law. Payments received for delinquent amounts will be applied first against interest and then against principal. HART CROWSER may suspend or terminate services under this AGREEMENT for CLIENT's failure to make timely payments after tendering seven (7) days written notice to CLIENT, and all reasonable demobilization and other suspension costs will be paid by CLIENT. Failure to make payment within the time limits set forth in this paragraph is a material breach and excuses HART CROWSER from any performance under this AGREEMENT. CLIENT shall pay HART CROWSER for all time spent and all costs, expenses, and fees incurred (including attorney's fees) in connection with perfecting liens or collecting any delinquent amount(s). 3. RIGHT OF ENTRY, PROPERTY RESPONSIBILITY, AND HAZARDOUS SUBSTANCES OR CONDITIONS. CLIENT shall provide HART CROWSER legal access to and/or obtain permission for HART CROWSER to enter upon all property, whether or not owned by CLIENT, as required by HART CROWSER to perform and complete its services. CLIENT warrants that, prior to HART CROWSER beginning the work, it will provide HART CROWSER with all information known or which should reasonably be known by CLIENT concerning the past or present use of the property, including the nature and existence of any hazardous substances, or hazardous or ultrahazardous conditions on, in, under, adjacent to, or near the property. HART CROWSER has responsibility for its own activities on the property including the safety of its employees; it does not assume control of, nor responsibility for, the property, the person in charge of the property, nor the safety or control of persons not in HART CROWSER's employ. CLIENT agrees that HART CROWSER has no responsibility as a handler, generator, operator, treater, storer, transporter, disposer, or arranger of the transportation and/or disposal of hazardous substances found or identified at the project property. CLIENT further agrees that it shall be responsible for arranging for the transportation and/or disposal of hazardous substances found or identified at the project property. 4. LIMITATION OF LIABILITY. CLIENT expressly agrees that to the fullest extent permitted by law, HART CROWSER's maximum liability to CLIENT for claims arising from HART CROWSER's professional acts, errors, or omissions, shall be the amount of HART CROWSER's fee for professional services or $50,000, whichever is greater. In the event CLIENT desires a higher limitation of liability, HART CROWSER may increase this limit for a higher fee commensurate with the increased risk to HART CROWSER, and this paragraph will be amended by separate written agreement. As used in this paragraph, the term "liability" means liability of any kind, whether in contract (including breach of warranty), in tort (including negligence), in strict liability, or otherwise, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to HART CROWSER's services or the services of HART CROWSER's subcontractors, consultants, agents, officers, directors, and employees from any cause(s). HART CROWSER shall not be liable for any claims of loss of profits or any other indirect, incidental, or consequential damages of any nature whatsoever. 5. INDEMNIFICATION. CLIENT shall indemnify, defend, and hold harmless HART CROWSER and its subcontractors, consultants, agents, officers, directors, and employees from and against all claims, damages, losses, and expenses, including but not limited to attorney's fees and court costs arising out of or in any way related to the services or work of HART CROWSER, HART CROWSER's presence on the project property, or the presence, release, or threatened release of asbestos, hazardous substances, or pollutants on or from the project property; provided that such indemnification shall not apply to such claims, damages, losses, or expenses that arise out of bodily injury to persons or damage to property to the extent they are caused by HART CROWSER's sole negligence or willful misconduct; and provided further that CLIENT shall indemnify HART CROWSER against liability for damages, losses, or expenses arising out of bodily injury to persons or damage to property and caused by or resulting from the concurrent negligence of (a) CLIENT, its agents or employees and (b) HART CROWSER, its agents, subcontractors, or employees, only to the extent of CLIENT's negligence or the negligence of CLIENT's agents or employees. To the fullest extent permitted by law, such indemnification shall apply regardless of the breach of contract, negligence, or strict liability of HART CROWSER. CLIENT AND HART CROWSER AGREE THAT PARAGRAPHS 4 AND 5 OF THESE TERMS AND CONDITIONS WERE MUTUALLY NEGOTIATED AND THAT BUT FOR THE INCLUSION OF PARAGRAPHS 4 AND 5. HART CROWSER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR HART CROWSER'S COMPENSATION UNDER THIS AGREEMENT WOULD BE HIGHER. 6. DISPOSAL OF SAMPLES, MATERIALS, OR EQUIPMENT, AND WELL ABANDONMENT. Any non-hazardous samples will be discarded 90 days after sampling unless different arrangements are agreed to in writing. Samples, materials, or equipment containing hazardous substances that are regulated under federal, state, or local environmental laws shall be returned to CLIENT at CLIENT's expense. Alternatively, CLIENT may request in writing, pay, arrange, and assume responsibility for the contaminated samples, materials, or equipment to be transported to a disposal site in compliance with all applicable laws; HART CROWSER will act as a bailee and will not be arranging for the transportation or disposal of the contaminated samples, materials, or equipment. Any wells installed as part of HART CROWSER's work may later need to be properly abandoned and recorded in accordance with applicable law. Unless expressly provided for in the proposal, proper well abandonment and recording, and associated costs, are not included in this AGREEMENT. 7. UNFORESEEN OCCURRENCES, SUBSURFACE RISKS, AND SITE DAMAGE. If any unforeseen conditions or occurrences are encountered which, in HART CROWSER's judgment, significantly affect or may affect the recommended scope of work, then HART CROWSER will notify CLIENT. After such notification, HART CROWSER will complete the original scope of work, if appropriate, or agree with CLIENT to modify the AGREEMENT, or terminate the AGREEMENT pursuant to Paragraph 10 if the parties are unable to reach agreement. CLIENT recognizes that special risks occur and "guarantees" cannot be expected whenever professional consulting services are applied to determine the composition or makeup of a site's subsurface or the existence or non-existence of particular man-made or natural subsurface conditions, features, or substances, including but not limited to hazardous substances. CLIENT has the duty to disclose to HART CROWSER any such known or suspected conditions, substances, or features in writing or by notation on plans or drawings provided by CLIENT. Even with adequate disclosure by CLIENT, HART CROWSER can only minimize these risks by applying the standard of care in the industry, and CLIENT agrees to accept this level of risk. When HART CROWSER is providing field services, CLIENT recognizes that the use of exploration and test equipment may unavoidably damage or alter the property surface or subsurface, and CLIENT agrees to assume responsibility for such unavoidable damages or alterations. Finally, CLIENT agrees to assume responsibility for (OVER) 1 personal and property damages caused by HaROWSER'S interference with subterranean struct_including but not limited to pipes, tanks:~tility lines, passageways, tunnels, openings, or oth ch conditions, substances, or features that are not c d to HART CROWSER's attention in writing or correctly shown on plans or drawings provided by CLIENT. . 8. REPORTS, RECOMMENDATIONS, OWNERSHIP OF DOCUMENTS, AND ELECTRONIC DATA. Reports, recommendations, electronic data, and other materials resulting from HART CROWSER's efforts are intended solely for the CLIENT for the purposes of this AGREEMENT; any reuse by CLIENT or others for purposes outside of this AGREEMENT or any failure to follow HART CROWSER's recommendations, without HART CROWSER's written permission, shall be at the user's sole risk. CLIENT will furnish such reports, data, studies, plans, specifications, documents, and other information deemed necessary by HART CROWSER for proper performance of its services. HART CROWSER may rely upon CLIENT-provided documents in performing the services required under this AGREEMENT; however, HART CROWSER assumes no responsibility or liability for their accuracy. CLIENT-provided documents will remain property of CLIENT. All proposals, reports, field notes, calculations, estimates, electronic data, and other documents which are prepared, as instruments of service, shall remain HART CROWSER's property, and HART CROWSER shall retain copyrights to these materials. HART CROWSER will retain all pertinent records relating to services performed for a period of six years following completion of a report, during which period the records will be made available to CLIENT at all reasonable times. Because of the possibility that electronic information and data delivered in machine readable form may be altered, inadvertently or otherwise, HART CROWSER reserves the right to retain the original tapes and disks. HART CROWSER also reserves the right to retain hard copy originals of all project documentation delivered to the. CLIENT in machine readable form, which originals shall be referred to and shall govern in the event of any inconsistency between the two. HART CROWSER MAKES NO WARRANTIES REGARDING REPORTS, DOCUMENTS, OR ELECTRONIC DATA, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE. 9. FORCE MAJEURE. It shall be deemed that neither party to this AGREEMENT will be in default under the terms of this AGREEMENT if performance of services is suspended or is prevented or prohibited by law, by inability to obtain permits or licenses, by scarcity or inability to obtain equipment, material, power, fuel, data, or information from parties not under the express control of HART CROWSER, by strike, lockout, or industrial disturbance, by failure of carriers to transport or furnish facilities for transportation, by operation of force majeure (including, without limitation, fire, lightning, earthquake, storm, eruption, flood, washout, cave-in, slides), breakage, or accident to machinery or facilities, or by any cause or action of third parties beyond HART CROWSER's control; provided, however, that HART CROWSER shall exercise reasonable diligence to resume services. 10. TERMINATION. This AGREEMENT may be terminated by either party upon receipt of written notice for (1) convenience, or for (2) substantial or material failure to perform in accordance with terms hereof through no fault of the terminating party. Except for termination arising out of delinquency in payment for HART CROWSER's services, such termination shall not be effective unless: (i) not less than seven (7) calendar days notice of intent to terminate has been provided; (i1) the notice specifies "for convenience" or the nature of the substantial or material failure; and (iii) the notified party has had an opportunity to consult with the terminating party to discuss the termination "for convenience" or cure the substantial failure before expiration of the period specified in the written notice, which shall not be less than seven (7) calendar days. In the event of termination, HART CROWSER shall be paid for services performed up to the termination date, and reasonable termination expenses, including all direct costs and all expenses incurred or committed to that cannot be canceled without penalty. If CLIENT terminates for convenience, a termination charge of 5 percent of HART CROWSER's total fee earned to date or $500, whichever is greater, will be immediately due and payable, in addition to the above costs. 11. CERTIFICATION. HART CROWSER shall not be required to execute any certification with regard to work or services performed, tested, or observed under this AGREEMENT unless: i) HART CROWSER believes that sufficient work has been performed by HART CROWSER to provide an adequate basis to issue the certification; i1) HART CROWSER believes that the work performed, tested, or observed meets the criteria of the certification; and i1i) the form of such certification has been approvedby HART CROWSER, in writing, prior to execution of this AGREEMENT. Unless expressly provided for otherwise in writing by HART CROWSER, a certification fee of $1 ,500 will be due and payable for the first certification HART CROWSER has agreed to perform on this project and $750 for each additional certification. 12. SEVERABILITY AND SURVIVAL. Any element of this AGREEMENT later held to violate a law shall be deemed void, and all remaining provisions shall continue in force. All Terms and Conditions of this AGREEMENT allocating liability between CLIENT and HART CROWSER, including in particular Paragraphs 4 and 5, shall survive the completion of the services and the termination of this AGREEMENT. 13. INTERPRETATIONS AND TIME BAR TO LEGAL ACTION. Interpretations and enforcement of this AGREEMENT shall be governed by the laws of the State of Washington. All legal actions of any kind by either party against the other related to this AGREEMENT (except actions for non-payment), shall be barred after one year has passed from the time the claimant knew or should have known of its claim, and under no circumstances shall be initiated after two years have passed from the date by which HART CROWSER completes its services. 14. DISPUTES RESOLUTION. Except as provided in the provisions for Pavment. Paraqraph 2, in the event of any dispute, claim, cause of action, or other disagreement arising from or relating to this AGREEMENT, the parties shall in good faith use their best efforts to settle such dispute, claim, cause of action, question, or disagreement. If they do not reach a settlement within 60 days, then the parties agree to submit the dispute to mediation, before resorting to litigation. If a dispute at law arises related to the services provided under this AGREEMENT, and such dispute cannot be resolved by negotiation or mediation, then: (i) CLIENT assents to personal jurisdiction in the State of Washington; (ii) The claim will be brought and tried in either the federal or state jurisdiction in the county where HART CROWSER's principal place of business is located and CLIENT waives the right to transfer the action to any other county or judicial jurisdiction; and (iii) The prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorneys' fees, and other claim-related expenses. 15. PRECEDENCE AND ENTIRE AGREEMENT. These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions, oral or written, contained in any proposal, contract, purchase order, requisition, notice to proceed, or like document regarding HART CROWSER's services. CLIENT and HART CROWSER agree that all provisions of these Terms and Conditions were mutually negotiated and agreed upon, and that this AGREEMENT represents the entire AGREEMENT between the parties. No modification or alteration of any provision of this AGREEMENT shall be binding upon either CLIENT or HART CROWSER, unless such modification or alteration is mutually agreed to, is in writing, and is signed by the party against whom such modification or alteration is sought to be enforced. 16. MISCELLANEOUS PROVISIONS. This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Performance of this AGREEMENT may not be assigned by either party without the express written consent of the other, and CLIENT shall not assign any of its legal remedies or courses of action arising from or relating to HART CROWSER's performance of or breach of this AGREEMENT without the express written consent of HART CROWSER. No waiver of any right or remedy in respect of any occurrence on occasion shall be deemed a waiver of such right or remedy in respect of such occurrence on any other occasion. CLIENT and HART CROWSER acknowledge that they have had the opportunity to have this AGREEMENT and all matters related thereto, reviewed by their legal counsel. HCH 1/99 personal and property damages caused by H/ CRO\NSER1s interference \lvith subterranean structl including but not limited to pipes, tanks, utility lines, passageways, tunnels, openings, or othb, ~Jch conditions, substances, or features that are not cc",c:d to HART CROWSER's attention in writing or correctly shown on plans or drawings provided by CLIENT. 8. REPORTS, RECOMMENDATIONS, OWNERSHIP OF DOCUMENTS, AND ELECTRONIC DATA. Reports, recommendations, electronic data, and other materials resulting from HART CROWSER's efforts are intended solely for the CLIENT for the purposes of this AGREEMENT; any reuse by CLIENT or others for purposes outside of this AGREEMENT or any failure to follow HART CROWSER's recommendations, without HART CROWSER's written permission, shall be at the user's sole risk. CLIENT will furnish such reports, data, studies, plans, specifications, documents, and other information deemed necessary by HART CROWSER for proper performance of its services. HART CROWSER may rely upon CLIENT-provided documents in performing the services required under this AGREEMENT; however, HART CROWSER assumes no responsibility or liability for their accuracy. CLIENT-provided documents will remain property of CLIENT. All proposals, reports, field notes, calculations, estimates, electronic data, and other documents which are prepared, as instruments of service, shall remain HART CROWSER's property, and HART CROWSER shall retain copyrights to these materials. HART CROWSER will retain all pertinent records relating to services performed for a period of six years following completion of a report, during which period the records will be made available to CLIENT at all reasonable times. Because of the possibility that electronic information and data delivered in machine readable form may be altered, inadvertently or otherwise, HART CROWSER reserves the right to retain the original tapes and disks. HART CROWSER also reserves the right to retain hard copy originals of all project documentation delivered to the. CLIENT in machine readable form, which originals shall be referred to and shall govern in the event of any inconsistency between the two. HART CROWSER MAKES NO WARRANTIES REGARDING REPORTS. DOCUMENTS, OR ELECTRONIC DATA. EITHER EXPRESS OR IMPLIED. OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE. 9. FORCE MAJEURE. It shall be deemed that neither party to this AGREEMENT will be in default under the terms of this AGREEMENT if performance of services is suspended oris prevented or prohibited by law, by inability to obtain permits or licenses, by scarcity or inability to obtain equipment, material, power; fuel, data, or information from parties not under the express control of HART CROWSER, by strike, lockout, or industrial disturbance, by failure of carriers to transport or furnish facilities for transportation, by operation of force majeure (including, without limitation, fire, lightning, earthquake, storm, eruption, flood, washout, cave-in, slides), breakage, or accident to machinery or facilities, or by any cause or action of third parties beyond HART CROWSER's control; provided, however, that HART CROWSER shall exercise reasonable diligence to resume services. 10. TERMINA liON. This AGREEMENT may be terminated by either party upon receipt of written notice for (1) convenience, or for (2) substantial or material failure to perform in accordance with terms hereof through no fault of the terminating party. Except for termination arising out of delinquency in payment for HART CROWSER's services, such termination shall not be effective unless: (i) not less than seven (7) calendar days notice of intent to terminate has been provided; (i1) the notice specifies "for convenience" or the nature of the substantial or material failure; and (iii) the notified party has had an opportunity to consult with the terminating party to discuss the termination "for convenience" or cure the substantial failure before expiration of the period specified in the written notice, which shall not be less than seven (7) calendar days. In the event of termination, HART CROWSER shall be paid for services performed up to the termination date, and reasonable termination expenses, including all direct costs and all expenses incurred or committed to that cannot be canceled without penalty. If CLIENT terminates for convenience, a termination charge of 5 percent of HART CROWSER's total fee earned to date or $500, whichever is greater, will be immediately due and payable, in addition to the above costs. 11. CERTIFICATION. HART CROWSER shall not be required to execute any certification with regard to work or services performed, tested, or observed under this AGREEMENT unless: i) HART CROWSER believes that sufficient work has been performed by HART CROWSER to provide an adequate basis to issue the certification; ii) HART CROWSER believes that the work performed, tested, or observed meets the criteria of the certification; and iii) the form of such certification has been approved by HART CROWSER, in writing, prior to execution of this AGREEMENT. Unless expressly provided for otherwise in writing by HART CROWSER, a certification fee of $1,500 will be due and payable for the first certification HART CROWSER has agreed to perform on this project and $750 for each additional certification. 12. SEVERABILITY AND SURVIVAL. Any element of this AGREEMENT later held to violate a law shall be deemed void, and all remaining provisions shall continue in force. All Terms and Conditions of this AGREEMENT allocating liability between CLIENT and HART CROWSER, including in particular ,Paragraphs 4 and 5, shall survive the completion of the services and the termination of this AGREEMENT. 13. INTERPRETATIONS AND TIME BAR TO LEGAL ACTION. Interpretations and enforcement of this AGREEMENT shall be governed by the laws of the State of Washington. All legal actions of any kind by either party against the other related to this AGREEMENT (except actions for non-payment), shall be barred after one year has passed from the time the claimant knew or should have known of its claim, and under no circumstances shall be initiated after two years have passed from the date by which HART CROWSER completes its services. 14. DISPUTES RESOLUTION. Except as provided in the provisions for Pavment. Paraqraph 2, in the event of any dispute, claim, cause of action, or other disagreement arising from or relating to this AGREEMENT, the parties shall in good faith use their best efforts to settle such dispute, claim, cause of action, question, or disagreement. If they do not reach a settlement within 60 days, then the parties agree to submit the dispute to mediation, before resorting to litigation. If a dispute at law arises related to the services provided under this AGREEMENT, and such dispute cannot be resolved by negotiation or mediation, then: (i) CLIENT assents to personal jurisdiction in the State of Washington; (ii) The claim will be brought and tried in either the federal or state jurisdiction in the county where HART CROWSER's principal plage of business is located and CLIENT waives the right to transfer the action to any other county or judicial jurisdiction; and (Hi) The prevailing party will be entitled to. recovery of all reasonable costs incurred, including staff time, court costs, attorneys' fees, and other claim-related expenses. 15. PRECEDENCE AND ENTIRE AGREEMENT. These Terms and Conditions shall take prec;:edence over any inconsistent or contradictory provisions, oral or written, contained in any proposal, contract, purchase order, requisition, notice to proceed, or like document regarding HART CROWSER's services. CLIENT and HART CROWSER agree that all provisions of these Terms and Conditions were mutually negotiated and agreed upon, and that this AGREEMENT represents the entire AGREEMENT between the parties. No modification or alteration of any provision of this AGREEMENT shall be binding upon either CLIENT or HART CROWSER, unless such modification or alteration is mutually agreed to, is in writing, and is signed by the party against whom such modification or alteration is sought to be enforced. 16. MISCELLANEOUS PROVISIONS. This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Performance of this AGREEMENT may not be assigned by either party without the express written consent of the other, and CLIENT shall not assign any of its legal remedies or courses of action arising from or relating to HART CROWSER's performance of or breach of this AGREEMENT without the express written consent of HART CROWSER. No waiver of any right or remedy in respect of any occurrence on occasion shall be deemed a waiver of such right or remedy in respect of such occurrence on any other occasion. CLIENT and HART CROWSER acknowledge that they have had the opportunity to have this AGREEMENT and all matters related thereto, reviewed by their legal counsel. HCH 1/99 ... e e . .. . .. HlJRTCROWSER Hart Crowser; Inc. 1910 Fairview Avenue East Seattle, Washington 98102-3699 206.324.9530 Earth and Environmental Technologies INVOICE NO: XXXXXX DATE: XX/XX/XX JOB NO: XXXXXX Client Name Client Address Line 1 Client Address Line 2 Client Address Line 3 Client Address Line 4 ATTENTION: Client Contact Project Description Line 1 P.O. No. Project Description Line 2 Project Description Line 3 Project Description Line 4 PROFESSIONAL SERVICES - XX/XX/XX Lump Sum $ X,XXX,XXX.XX X,XXX, xxx. xx X,XXX,XXX.XX X,XXX,XXX.XX -------------------- ---------------------------------------------- LUMP SUM INVOICE Exhibit A Please pay from this invoice Terms: Payment due upon receipt , \ FEB-13-2003 16:35 HART CROWSER 2066243679 P.02/02 .AT- e e ~'.. ~ HART CROWSER RATE SCHEDULE Sr. Principal $158 Principal $144 Sr. Associate $130 Associate $116 Sr. Project $102 Project $ 88 Sr. Staff $ 74 Staff $ 60 Technician $ 51 Sr. Drafter $ 65 Drafter $ 51 . Project AssistantjTechnicaJ Word Processor $ 51 DIREcr CHARGES Auto Mileage Current Federal Standard TruckfYan Rental (Half-day minimum) $70.00/day Subcontractors and Outside Vendol5 Cost + 10% Communication Charge 5% of BiHed Labor Safety Program for Potentially Dangerous/Hazardous Material 55.DO/field labor hour The current Schedule of Laboratory and Field Charges for in~ouse laboratory services and field equipment rental and supplies is available upon request All rates are subject to change without nolice, Oty at Bnom""OR TOTRL P.02