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HomeMy WebLinkAboutContract CAG-20-099 M.Waivers.Allwaiversshallbeinwritingandsignedbythewaivingparty.Eitherparty’sfailuretoenforceanyprovisionofthisAgreementshallnotbeawaiverandshallnotpreventeithertheCityorConsultantfromenforcingthatprovisionoranyotherprovisionofthisAgreementinthefuture.WaiverofbreachofanyprovisionofthisAgreementshallnotbedeemedtobeawaiverofanypriororsubsequentbreachunlessitisexpresslywaivedinwriting.N.Counterparts.ThePartiesmayexecutethisAgreementinanynumberofcounterparts,eachofwhichshallconstituteanoriginal,andallofwhichwilltogetherconstitutethisoneAgreement.INWITNESSWHEREOF,thePartieshavevoluntarilyenteredintothisAgreementasofthedatelastsignedbythePartiesbelow.CITYOFRENTONCONSULTANTBy:KBeyeBy:jCommunityServicesAdministratorPrincipal______________________May4,2020DateDateApprovedastoLegalFormBy:____________________________ShaneMoloneyCityAttorney0PAGE10OF10 1101 South Fawcett Avenue, Suite 200 Tacoma, Washington 98402 253.383.4940 March 26, 2020 City of Renton Community Services – Parks and Trails 1055 South Grady Way – 5th Floor Renton, Washington 98057 Attention: Cailín Hunsaker Subject: Cedar River Emergency Bank Stabilization Field Reconnaissance Services Cedar River Emergency Bank Stabilization Renton, Washington File No. 0693-087-00 INTRODUCTION Thank you for requesting this proposal from GeoEngineers, Inc. (GeoEngineers) to support the City of Renton (City) with engineering design and construction observation services for the Cedar River Emergency Bank Stabilization Project. We understand that the City is requesting consulting services to complete the assessment, design, permitting and support through construction of repairing a failed slope adjacent to the Cedar River Trail along the left bank of the Cedar River (approximately river-mile 2.5). We understand the slope failed during the February 8, 2020 storm event and the City is seeking support for implementing an emergency repair. SCOPE OF SERVICES The scope of services presented below is based on our understanding of the permit requirements as well as our discussions with you via email on March 4, 2020, during which the City provided photos and description of the slope failure and requested support to complete an interim scour protection and bank stabilization project with a quick turnaround in order to construct within the 2020 in-water work window. To advance the project schedule, we propose completing a site reconnaissance and field report for the City’s use. We understand construction will be contracted through small works contracts for emergency repairs. This proposed scope of services includes a geotechnical and hydraulic engineering evaluation, a field report documenting existing conditions, and a coordination meeting with the City and agencies to discuss findings and proposed remedial action. City of Renton | March 26, 2020 Page 2 File No. 0693-087-00 Task 1. Literature Review and Site Reconnaissance The purpose of this phase is to gather information and understand the current condition and the scope of temporary or permanent repairs. To expedite the project schedule, topographic survey and subsurface explorations will not be completed for this phase. Our design will be based on a field reconnaissance of the failure area and review of existing subsurface information in the project vicinity. Our specific scope of services for this task includes: Visit the site to visually assess the slope area and collect field measurements of existing conditions. The site reconnaissance will be led by a team of two project engineers and one staff engineer. During our reconnaissance we will assess the existing slope and surrounding areas and look for other indications of instability at the site and the immediate surrounding area. Field measurements will be collected using recreational grade global positioning system (GPS) equipment and measuring tapes. The dimensions collected will be approximate and will serve as the basis for defining the repair area. Review our in-house files and readily available literature for information on the subsurface conditions at the site and hydraulic conditions of the Cedar River along the adjacent reach. A future design will be based on the assumed subsurface conditions which must be verified during construction. Draft a field report documenting findings from our literature review and site reconnaissance. The report will include photo documentation, characterization of the existing slope failure dimensions, and subsurface and hydraulic information that is available. Develop, with the City of Renton, a strategy for designing and implementing short-term and long- term repairs, as appropriate. These findings will be developed and transmitted to the City via a teleconference. FEE ESTIMATE, SCHEDULE AND CONTRACT TERMS Contract Terms The services described in this proposal will be completed and payment made according to the terms and conditions of our General Conditions, which are attached and form a part of this proposal. Please review our General Conditions carefully and advise us if you have any questions or desire to modify the terms of our agreement. Fee Estimate The fee for our services is determined using the rates contained in our standard Schedule of Charges, which is attached as part of this proposal. We will provide the above described services for an estimated fee of $9,500. We will keep you apprised of project status and conditions that may significantly affect our scope and estimate. Schedule Our literature review and site reconnaissance will be completed within 1 week of notice to proceed, and the field report will be available within 1 week of completing the site visit. City of Renton | March 26, 2020 Page 3 File No. 0693-087-00 CLOSURE We appreciate the opportunity to present this proposal to provide literature review and site reconnaissance services on this project. Please contact us if you have any questions concerning this proposal. Sincerely, GeoEngineers, Inc. Lyle J. Stone, PE Joseph O. Callaghan, PWS Associate Geotechnical Engineer Principal Biologist LJS:JOC:TMM:BEL:tlm Attachments: General Conditions – Standard 2018 (rev 1.1.18) Schedule of Charges—Redmond/Seattle/Tacoma 2019 One copy submitted Proprietary Notice: The contents of this document are proprietary to GeoEngineers, Inc. and are intended solely for use by our clients and their design teams to evaluate GeoEngineers' capabilities and understanding of project requirements as they relate to performing the services proposed for a specific project. Copies of this document or its contents may not be disclosed to any other parties without the written consent of GeoEngineers. Disclaimer: Any electronic form, facsimile or hard copy of the original document (email, text, table and/or figure), if provided and any attachments are only a copy of the original document. The original document is stored by GeoEngineers, Inc. and will serve as the official document of record. Copyright© 2020 by GeoEngineers, Inc. All rights reserved. GeoEngineers, Inc. is an Affirmative Action and Equal Opportunity Employer GeoEngineers General Conditions-Standard | 2018 (rev 01/01/18) GENERAL CONDITIONS Definitions The words and phrases listed below have the following meanings when used in this Agreement: means the complete agreement between Client and GeoEngineers, and consists of all of the following: 1) The Services Agreement or Proposal, including the Scope of Services contained within it; 2) These General Conditions and its attached Schedule of Charges, as applicable; 3) Any documents expressly incorporated by reference into the Services Agreement, Proposal or General Conditions; 4) Any modifications to this Agreement, if mutually agreed to by the parties in writing. means the individual(s) or entity that has entered into this Agreement with GeoEngineers. means GeoEngineers, Inc., a Washington corporation, and any of its employees, officers and directors. GeoEngineers is sometimes referred to is Agreement. means any toxic substances, chemicals, radioactivity, pollutants or other materials, in whatever form or state, known or suspected to impair the environment in any way whatsoever. Hazardous Materials include, but are not limited to, those substances defined, designated or listed in any federal, state or local law, regulation or ordinance concerning hazardous wastes, toxic substances or pollution. means the sum total of all of our activities and all of the Instruments of Service undertaken or provided pursuant to this Agreement. means those services that we are not providing under this Agreement, which includes any services recommended to Client and which Client chooses not to include in our Scope of Services. Integrated Written Agreement This Agreement represents the entire and integrated agreement between Client and GeoEngineers and supersedes all prior communications, negotiations, representations or agreements, either written or oral between the parties. No agreement or understanding varying or extending this Agreement shall bind either party, other than by a subsequent written agreement, signed by Client and GeoEngineers. GeoEngineers has made no promise or inducements to Client to enter into this agreement other that what is explicitly provided in the agreement. Client is not relying on any representations made by GeoEngineers outside of those embodied in this Agreement. Conflicts Any alteration to these General Conditions or appended terms and conditions by Client shall be void and not included as part of this Agreement unless mutually agreed to in writing by both parties. In the event of conflict between these General Conditions and any terms appended by the Client that are agreed to by the parties and incorporated as part of this Agreement, the terms of these General Conditions shall prevail. Standard of Care and Warranty Disclaimer GeoEngineers will endeavor to perform its professional services with that degree of care and skill ordinarily exercised under similar conditions by professional consultants practicing in the same discipline at the same time and location. No warranty or guarantee, either express or implied, is made or intended by this Agreement or by any report, opinion, or other Instrument of Service provided pursuant to this Agreement. Client Furnished Information and Obligations Client will provide GeoEngineers with the following: a description of the property; the locations of any underground utilities, facilities or structures on or adjacent to the property which could impact our work; and the nature and location of any known or suspected hazardous materials that may exist on the property. Client understands that GeoEngineers is not responsible for damages to underground utilities, facilities or structures known by Client to exist and not specifically or correctly identified to us, and Client agrees to indemnify GeoEngineers for these damages to the extent provided in the INDEMNIFICATION section of these GENERAL CONDITIONS. GeoEngineers is neither responsible nor liable for the creation, existence, or presence of any hazardous materials, including asbestos, present at the work site prior to or during the performance of this Agreement, except any hazardous materials generated solely by us, our agents or subcontractors. requirements, reports, data, surveys, and instructions required by this Agreement. GeoEngineers may use such information, requirements, reports, data, surveys and instructions in performing the services and is entitled to rely upon their accuracy and completeness. Permits and Agency Arrangement If included in the Scope of Services, GeoEngineers will assist Client in applying for necessary permits and licenses. Client may, upon written acceptance by GeoEngineers, designate GeoEngineers as its agent for the purposes of drafting permit and/or license applications. GeoEngineers arrangement shall be limited solely to the completion and submission of the permit and/or license applications. GeoEngineers will rely upon data collected by and information provided by Client in preparing the applications. GeoEngineers shall not be responsible for errors or inaccuracies contained in data and information supplied by Client. Client shall assume full responsibility for reviewing, understanding and signing all permit and license applications drafted by GeoEngineers. GeoEngineers cannot and does not guarantee that permits or approvals will be issued by the governing authorities, and will not be subject to any claims, losses necessary permits and approvals. Client waives any claim against GeoEngineers relating to errors or inaccuracies in data and information provided by Client and permit-related project delays caused by other parties, including, but not limited to Client, project opponents, and permitting or licensing agencies. Rights of Entry Unless otherwise agreed to in writing, Client will provide for right of entry and any authorizations needed for us to enter upon property to perform our Services under this Agreement. Surface and Subsurface Disturbance GeoEngineers will take reasonable precautions to minimize surface and subsurface disturbance. However, in the normal course of exploratory work some surface disturbance may occur, the restoration of which is not part of this Agreement unless specifically included in our Scope of Services. Discovery of Hazardous Materials at the project site, but which this Agreement does not identify as present and whose existence is not reasonably anticipated. The discovery of unanticipated hazardous materials will constitute a changed condition that will require renegotiation of the Scope of Services or termination of this Agreement. The discovery of unanticipated hazardous materials may necessitate that we take immediate protective measures. If we discover unanticipated hazardous materials, we will notify Client as soon as practicable. Based on our professional judgment, we may also implement protective measures in the field. Client will pay the cost of any such additional protective measures. Client is responsible for reporting releases of hazardous substances to appropriate government agencies as required by law. Client waives any claim against GeoEngineers relating to the discovery of unanticipated hazardous materials and will indemnify GeoEngineers to the extent provided in the INDEMNIFICATION section of these GENERAL CONDITIONS. GeoEngineers General Conditions-Standard | 2018 (rev 01/01/18) Page 2 of 5 GeoEngineers, Inc. is an Affirmative Action and Equal Opportunity Employer Off-site Disposal of Hazardous Materials Client acknowledges that GeoEngineers is not and shall not be required to be in or near the project site, as these terms are defined in applicable Federal or State Statutes. In addition, Client shall sign all manifests for the disposal of substances affected by regulated contaminants. However, if the parties mutually agree that GeoEngineers sign such manifests and/or to hire for Client a contractor to transport, treat, or dispose of the hazardous materials, GeoEngineers shall do s Client agrees to defend, indemnify, and hold harmless GeoEngineers, its officers, directors, employees and agents from any claim, suit, arbitration, or administrative proceeding, damages, penalties or liability that arise from the executing of such manifests alternatives for off-site treatment, storage, or disposal of such substances, but GeoEngineers shall not make any independent determination about the selection of a treatment, storage, or disposal facility. Unanticipated and Changed Conditions Actual subsurface conditions may vary from those encountered at the specific locations where GeoEngineers conducts its surveys or explorations. We can only base our site data, interpretations and recommendations on information reasonably available to us. Practical and reasonable limitations on available data will result in some level of uncertainty, and therefore risk, with respect to the interpretation of environmental, geological and geotechnical conditions even when we have followed the standard of care. The discovery of unanticipated or changed conditions may require renegotiation of the Scope of Services or termination of services. GeoEngineers reserves the right to solely determine the continued adequacy of this Agreement in light of any discovery of conditions that were not reasonably anticipated or known at the time of this Agreement. If we determine that renegotiation is necessary, GeoEngineers and Client will in good faith enter into renegotiation of this Agreement to permit If Client and GeoEngineers cannot agree on new terms, we reserve the right to terminate this Agreement and receive payment from Client for all services performed and expenses incurred up to and including the date of termination. Underground utilities that are not properly indicated on plans and specifications provided to GeoEngineers by others or not reasonably located by the utility owner will be considered a changed condition under this clause. Site Safety GeoEngineers will maintain a safety program for our employees. GeoEngineers specifically disclaims any authority or responsibility for general job site safety and for the safety of persons who are not employed by us. GeoEngineers is not responsible for the job safety or site safety of the general project and is not responsible for compliance with safety programs and related OSHA and state regulations that apply to other entities or persons. Client is independently responsible for requiring that its construction or remediation contractors take responsibility for general job site safety. Construction and Remediation Observation The conclusions and recommendations for construction or remediation in our reports are based on limited sampling and the interpretations of variable subsurface conditions. Therefore, our conclusions and recommendations shall be deemed preliminary unless or until we are requested by Client to validate our assumptions and finalize our conclusions and recommendations by reviewing preconstruction design documents and observing actual construction or remediation activities on site. If our Scope of Services does not include preconstruction plan review and construction/remediation observation, then any reliance by Client or any other party on our preliminary assumptions, conclusions or recommendations is at the risk of that party and without liability to GeoEngineers. Our job site activities do not change any agreement between Client and any other party. Only Client has the right to reject or stop work of its contractors or agents. Our presence on site does not in any way guarantee the completion, quality or performance of the work by any other party retained by Client to provide field or construction/remediation services. We are not responsible for, and do not have control or charge of, the specific means, methods, techniques, sequences or procedures selected by any contractor or agent of Client or any third party to this Agreement. Further, a duty to provide contract administration or contract management services may not be imputed from GeoEngineers actions or affirmative conduct when on the job site. Sample Retention and Disposal We will discard nonhazardous samples 60 days after they are obtained, unless Client makes prior arrangements to store or deliver the samples. Samples containing hazardous materials regulated under federal, state or local environmental laws are the property and responsibility of Client. Client will arrange for lawful disposal, treatment and transportation of contaminated regarding their disposal. Identification of Other Contaminants Sampling and Analysis Plans (SAPs) typically specify the contaminants of interest (COIs) on a site and the standard EPA/state agency analytical methods (Standard Methods) to be used by laboratories for determining the estimated concentration of such COIs in soil and water samples. notwithstanding, application of Standard Methods by an analytical laboratory may occasionally result in the inadvertent identification of contaminants that are not COIs. ata validation review non-COI contaminants are identified with COI-equivalent data quality and analytical values at or above regulatory action levels, GeoEngineers will disclose such results to Client with appropriate recommendations, which may include recommendations for reporting to regulatory agencies. Client actions subsequent to any such harmless GeoEngineers from any claims, liabilities, damages or costs arising from the discovery of regulated non-COIs to the extent provided in the INDEMNIFICATION SECTION in these GENERAL CONDITIONS. Confidential Information Unless otherwise agreed to in writing by the parties, each party expressly undertakes to retain in confidence, and to require its employees and consultants to retain in confidence, all data and/or information of the other party that is not generally known to the public, whether of a technical, business or other nature, that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure reasonably ought to be Each party agrees not to use the Confidential Information of the other party except pursuant to this Agreement. The receiving party will not disclose any item of Confidential Information to any person other than its employees, agents or contractors who need to know the same in the performance of their duties except as may be required by law or judicial order. The receiving party will protect and maintain the confidentiality of all Confidential Information of the disclosing party with reasonable care, including but not limited to informing all employees, agents or contractors to whom Confidential Information is disclosed of the confidentiality obligations imposed by this Agreement. Confidential Information does not include any data or information which the receiving party can prove (a) was in the to its disclosure by the disclosing party; (b) is later lawfully obtained by the receiving party from a third party not under an obligation of confidentiality; (c) is independently developed by the receiving party; or (d) is, or later becomes, available to the public through no breach of an obligation of confidentiality. Notwithstanding the foregoing, GeoEngineers may and projects. Data and/or information that is disclosed du systems being hacked or through other such improper or illegal cyber conduct, including but not limited to phishing and viruses, shall not be considered a disclosure under this paragraph. Instruments of Service and Proprietary Methodologies Reports, field data, laboratory data, analyses, calculations, estimates, designs and other documents prepared by GeoEngineers are Instruments of Service and remain our property. We will retain final project records for a period of 20 years from completion of our services. Neither Client nor any other party may modify or use the Instruments of Service for additions or alterations to this project, or for other projects, or otherwise outside the scope of this Agreement, without our prior written permission. GeoEngineers is not responsible for such modification or reuse (unless such GeoEngineers General Conditions-Standard | 2018 (rev 01/01/18) Page 3 of 5 GeoEngineers, Inc. is an Affirmative Action and Equal Opportunity Employer modification or reuse is expressly authorized by GeoEngineers in writing). Client will defend, indemnify, and hold GeoEngineers harmless against any claims, damages, or losses relating to such modification or reuse to the extent of the INDEMNIFICATION section in these GENERAL CONDITIONS. GeoEngineers grants Client a limited license to utilize its Instruments of Service for the purposes described in the scope of services, and for maintenance of the Project thereafter, subject to any limitations expressed in the Instruments of Service. GeoEngineers may withdraw or terminate that limited license at any time if Client fails to comply with this Agreement, including but not limited to the circumstance in which Client fails to timely pay outstanding invoices. In the event that GeoEngineers withdraws the limited license, Client herein acknowledges that Client is prohibited from using the Instruments of Service for any purpose from that date forward. GeoEngineers will not be responsible nor liable, and Client will hold GeoEngineers harmless for any damages or injury flowing, or allegedly the circumstances described herein. Client herein agrees that injunctive or other relief is appropriate if GeoEngineers believes that Client is utilizing the Instruments of Service in a manner contrary to this paragraph or as otherwise described in the preceding para Service and Proprietary Methodologies This paragraph shall survive the termination of this Agreement. GeoEngineers may provide Client with Instruments of Service that include pre- existing content or data which are generated at least in part by or derived from proprietary and or patented methodologies and systems. GeoEngineers may also apply proprietary and or patented methodologies and systems in fulfilling the terms of this agreement, and may also make temporarily available to Client a working knowledge of such proprietary and or patented methodologies and systems during the term of this agreement. Notwithstanding anything to the contrary, GeoEngineers shall retain ownership over all intellectual property rights including, but not limited to, inventions, patents, copyrights, know how, trade secrets, and trademarks in such Instruments of Service and their associated data and in the proprietary and or patented methodologies and systems. Subject to full payment by Client to GeoEngineers of all amounts owed hereunder and the terms of any licensing agreement between the parties, GeoEngineers grants to Client a nonexclusive, nontransferable license to use the Instruments of Service. Client shall not distribute, rent, lease, service bureau, sell, sublicense, or otherwise transfer the Instruments of Service or their data or content, unless previously agreed to in writing by GeoEngineers, and shall not decompile, reverse engineer, disassemble, reverse translate, or in any way derive any trade secrets or source code from the Instruments of Service. Unless otherwise specified in writing between the parties, no such Client use of Instruments of Service shall give rise to any right in the Client to use the proprietary and or patented methodologies and systems referred to herein. During and only during the term of this agreement, GeoEngineers grants to Client a nonexclusive, nontransferable license to employ such proprietary and or patented methodologies and systems as have been disclosed to Client by GeoEngineers pursuant to fulfilling the terms of this agreement. Data stored in electronic media format can deteriorate or be modified inadvertently or otherwise. When transferring documents in electronic media format, we make no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by us. We shall not be responsible for any alterations, modifications or additions made in the electronic data by the Client or any reuse of the electronic data by the Client or any other party for this project or any other project without our consent. Client shall defend, indemnify and hold us harmless against any claims, damages or losses arising out of the reuse of the electronic data without our written consent and arising out of alterations, modifications, or additions to the electronic data made by anyone other than GeoEngineers to the extent of the INDEMNIFICATION section in these GENERAL CONDITIONS. All documents, including the electronic files that are transferred by us to Client are Instruments of Service of GeoEngineers and created for this project only, and no representation or warranty is made, either express or implied, concerning the files and data. Billing and Payment We will bill for our services monthly. Payment is due on receipt of the invoice unless otherwise agreed to in writing. Client will notify GeoEngineers within 20 days of receipt of invoice of amounts in dispute. A service charge of 1-1/2% per month shall apply to any undisputed amounts that are more than 30 calendar days past due and amounts in dispute where Client has not notified GeoEngineers within the 20-day period. In addition to any past due amount, Client will pay all of our reasonable expenses necessary for collection of any past due amounts and our staff time. Collection efforts for past due amounts by GeoEngineers shall not be subject to the DISPUTES clause of these GENERAL CONDITIONS. Payment of invoices shall not be subject to any discounts or set-offs by the Client, unless agreed to in writing by GeoEngineers. Payment to GeoEngineers for services rendered and expenses incurred shall be due and payable regardless of any subsequent suspension or termination of this Agreement by either party. Payment to GeoEngineers shall not be withheld, postponed or made contingent on the construction, completion or success of the project or upon receipt by the Client of offsetting reimbursement or credit from other parties. Adjustment for Increased Costs GeoEngineers reserves the right to invoice Client for additional charges incurred in the event of an unanticipated increase in project-related taxes, fees or similar levies; or if GeoEngineers must modify project-related services, facilities or equipment to comply with new laws or regulations or changes to existing laws or regulations that become effective after execution of this Agreement. GeoEngineers revises its Schedule of Charges annually. Therefore, we reserve the right to modify our Schedule of Charges applicable to our services if performance of this Agreement extends beyond 12 months, or if changes in the project schedule result in our services extending into the next calendar year. Scope of Services and Additional Services Our engagement under this Agreement includes only those services specified in the Scope of Services. GeoEngineers has no duty to provide services beyond those explicitly described in the scope of services or as may be changed (provided that such changes do not materially change the original scope), or added via a signed directive by the Client , as described more fully in the next paragraph. Client understands and agrees that will not be expanded or affirmative conduct when on site. If agreed to in writing by the Client and GeoEngineers, GeoEngineers shall providethe changed or additional services which shall become part of the Scope of Services and subject to the terms of this agreement. Such services shall be paid for by the Client of Charges unless otherwise agreed to in writing by the parties. Client agrees it will not hold us liable and expressly waives any claim against GeoEngineers for 1) not performing additional services that Client instructed us not to perform, 2) not performing additional services that were not specifically requested in writing by Client and agreed to by both parties, 3) not performing recommended additional services that Client has not authorized us to perform. Termination of Services Termination for Cause Either party may terminate this Agreement upon at least seven (7) days written notice, in the event of substantial failure by the other party to perform in accordance with this Agreement through no fault of the terminating party. Such termination is not effective if the failure is cured before expiration of the period specified in the written notice. Upon termination for cause by either party, all invoices for services performed up to the date of termination are immediately due and payable. Termination for Convenience Either party may terminate this Agreement for convenience upon seven (7) days written notice to the other. In the event that Client requests early termination of our services for convenience, we reserve the right to complete such analyses and records as are necessary to place our files in order and to complete a report on the services performed to date. Charges for these termination activities are in addition to all charges incurred up to the date of termination. Upon termination for convenience by either party, all invoices for services performed up to the date of termination and termination fees defined herein are immediately due and payable. GeoEngineers General Conditions-Standard | 2018 (rev 01/01/18) Page 4 of 5 GeoEngineers, Inc. is an Affirmative Action and Equal Opportunity Employer Suspension of Services If the project or GeoE thirty (30) calendar days, consecutive or in the aggregate, over the term of this Agreement, GeoEngineers shall be compensated for all services performed and reimbursable expenses incurred prior to the receipt of notice of suspension. In addition, upon resumption of services, the Client shall compensate GeoEngineers for expenses incurred as a result of the suspension and resumption of its nder of the project shall be equitably adjusted. consecutive or in the aggregate, GeoEngineers may terminate this Agreement ause. If Client is in breach of the payment terms, states their intention not to pay forthcoming invoices, or otherwise is in material breach of this Agreement, notice to Client In the event of suspension, GeoEngineers shall have no liability to the Client, and the Client agrees to make no claim for any delay or damage as a result of such suspension cause In addition, we may withhold submittal of any work product if Client is in arrears at any time during the performance of services under this Agreement. Upon receipt of payment in full of all outstanding sums due from Client, or curing of such other breach which caused GeoEngineers to suspend services, GeoEngineers shall resume services and submit any withheld work product, and there shall be an equitable adjustment to the remaining project schedule and fees as a result of such suspension. Any suspension by GeoEngineers exceeding 30 calendar days In the event Client has paid a retainer to GeoEngineers, GeoEngineers shall be entitled to apply the retainer to cover any sums due from Client up to the date of suspension. Prior to resuming services after such suspension, Client shall remit to GeoEngineers sufficient funds to replenish the retainer to its full prior amount. Delays The Client agrees that GeoEngineers is not responsible for damages arising Such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural disasters; fires, riots, terrorist acts, wars or other emergencies or acts of God; failure of any government agency to act in a timely manner, failure of performance by the other Consultants; or unanticipated discovery of any hazardous materials or differing site conditions. In addition, if the delays resulting from any such causes increase the cost or time required by GeoEngineers to perform its services in an orderly and efficient manner, GeoEngineers shall be entitled to an equitable adjustment in schedule and/or compensation. Indemnification GeoEngineers will indemnify and hold the Client harmless from and against any claims, liabilities, damages and costs (including reasonable attorney fees and costs of defense) arising out of death or bodily injury to persons or damage to property to the extent proven to be caused by or resulting from the sole negligence of GeoEngineers, its agents or its employees. For any such claims, liabilities, damages or costs caused by or resulting from the concurrent negligence of GeoEngineers and other parties, including the Client, the duty to negligence. The Client will defend, indemnify and hold GeoEngineers, including its subsidiaries and affiliates, harmless from and against any and all claims (including without limitation, claims by third parties and claims for economic loss), liabilities, damages, fines, penalties and costs (including without limitation reasonable attorney fees and costs of defense) arising out of or in any way related obligations shall not apply to the extent of the proven negligence of GeoEngineers, its officers, agents and employees. against GeoEngineers by an employee or former employee of Client, and Client expressly waives all immunity and limitation of liability under any industrial benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. waiver of immunity by the provisions of this paragraph former employees directly against Client. Clie defense of such claim using legal counsel selected or approved by GeoEngineers and GeoEngineers shall be entitled to participate in the strategy and direction of the defense. In the course of defending a claim under this paragraph, Client shall (i) such settlement or compromise only involves monetary relief that is paid in full by Client, (ii) GeoEngineers is not liable for any such settlement or compromise, and (iii) there is no finding or admission that GeoEngineers is or was liable under any legal theory for damages relating to the claim. By entering into this Agreement, Client acknowledges that this Indemnification provision has been reviewed, understood and is a material part of the Agreement, and that Client has had an opportunity to seek legal advice regarding this provision. Limitation of Remedies ncluding that of our subsidiaries and affiliates, officers, directors, employees, agents and subconsultants this Agreement, whichever is greater. This limitation of remedy applies to all lawsuits, claims or actions, whether identified as arising in tort, contract or other the previous paragraph) related to our services under this Agreement and any continuation or extension of our services. to increase the limitation of remedy amount to a greater sum in exchange for a negotiated increase in our fee. Any additional charge for a higher limit is consideration for the greater risk assumed by us and is not a charge for additional professional liability insurance. Any agreement to increase the limitation of remedy amount must be made in writing and signed by both parties in advance of the provision of services under this Agreement. By entering into this Agreement, Client acknowledges that this Limitation of Remedies Clause has been reviewed, understood and is a material part of this Agreement, and that Client has had an opportunity to seek legal advice regarding this provision. Insurance GeoEngineers maintains Workers' Compensation and Employer's Liability Insurance as required by state law. We also maintain comprehensive general, auto, professional and environmental impairment liability insurance. We will provide copies of certificates evidencing these policies at the request of the Client. Mutual Waiver of Consequential Damages In no event will either party be liable to the other for any special, indirect, incidental or consequential damages of any nature arising out of or related to the performance of this Agreement, whether founded in negligence, strict liability, warranty or breach of contract. In addition, Client expressly waives any and all claims against GeoEngineers for any liquidated damages liability that may be incurred by or assessed against Client. Disputes Any dispute, controversy or claim arising out of our related to this Agreement or its breach that is not resolved through negotiation between the parties, must be referred to mediation before pursuing any other dispute remedy. Each party shall of the mediation shall be divided equally between the attending parties. If the matter has not been resolved through the mediation process, either or both parties may elect to pursue resolution through litigation. The parties submit to the jurisdiction of the State of Washington and agree that any legal action or proceeding arising out of or relating to this Agreement must be brought in the Superior Court in King County, Washington. Client expressly agrees that before Client can bring a claim or cause of action against GeoEngineers as provided above, based on professional negligence or breach of the professional standard of care, Client will obtain the written opinion of a licensed or registered professional practicing in the same licensing GeoEngineers General Conditions-Standard | 2018 (rev 01/01/18) Page 5 of 5 GeoEngineers, Inc. is an Affirmative Action and Equal Opportunity Employer jurisdiction as the project in dispute. The professional who prepares the written opinion must be licensed or registered in the discipline or technical specialty that is the basis for the dispute. The written opinion of the licensed or registered professional must indicate that, in the professional opinion of the writer, GeoEngineers violated the prevailing standard of care in delivery of its services. Further, the written opinion must describe the basis for that opinion and a conclusion that the alleged failure to comply with the standard of care was the cause of all or part of the alleged damages. The written opinion must be made available to GeoEngineers for review and comment at least 10 days before the claim or cause of action can be submitted to litigation. The parties agree that this clause was mutually negotiated and is an integral part of the consideration for this Agreement. Choice of Law This Agreement is governed by and subject to interpretation pursuant to the laws of the State of Washington. Biological Pollutants Our Scope of Services specifically excludes the investigation, detection, prevention or assessment of the presence of Biological Pollutants. The term bacteria, and viruses, and/or any of their byproducts. Our Instruments of Service will not include any interpretations, recommendations, findings or conclusions pertaining to Biological Pollutants. Accordingly, Client agrees that GeoEngineers will have no liability for any claims alleging a failure to investigate, detect, prevent, assess, or make recommendations for preventing, controlling, or abating Biological Pollutants. Furthermore, Client agrees to defend, indemnify, and hold harmless GeoEngineers from all claims by any third party concerning Biological Pollutants to the extent of the INDEMNIFICATION section in these GENERAL CONDITIONS. Claims Assistance for Client If a construction contractor or other party files a claim against Client, relating to services performed by GeoEngineers and Client requires additional information or assistance to evaluate or defend against such claims, we will make our necessary. We will make such essential personnel available upon reasonable notice from Client and Client will reimburse GeoEngineers for such consultation or testimony, including travel costs, at the rates that apply for other services under this Agreement. We will provide services in connection with any such claims pursuant to a written supplement, if necessary, extending this Agreement. Time Bar to Legal Action The parties agree that all legal actions by either party against the other concerning our services pursuant to this Agreement or for failure to perform in accordance with the applicable standard of care, however denominated, including but not limited to claims sounding in tort or in contract, and arising out of any alleged loss or any alleged error, will become barred two (2) years from the completion of GeoEngineers' services. No Third Party Rights Nothing in this Agreement or as a consequence of any of the services provided gives any rights or benefits to anyone other than Client and GeoEngineers. All duties and responsibilities undertaken pursuant to this Agreement are for the sole and exclusive benefit of Client and GeoEngineers and not for the benefit of any other party. No third party shall have the right to rely on the product of Assignment of Contract or Claims Neither the Client nor GeoEngineers may delegate, assign, sublet, or transfer the duties, interests or responsibilities set forth in this Agreement, or any cause of action or claim relating to the services provided under this Agreement, to other entities without the written consent of the other party. Survival These terms and conditions survive the completion of the services under this Agreement and the termination of this Agreement, whether for cause or for convenience. Severability If any provision of this Agreement is ever held to be unenforceable, all remaining provisions will continue in full force and effect. Client and GeoEngineers agree that they will attempt in good faith to replace any unenforceable provision with one that is valid and enforceable, and which conforms as closely as possible with the original intent of any unenforceable provision. Equal Opportunity Employment GeoEngineers is an Equal Opportunity and Affirmative Action Employer. GeoEngineers shall abide by, and shall require that any subcontractors or vendors hired by GeoEngineers abide by, the requirements of 41 CFR 60- 1.4(a), 60-300.5(a) and 60-741.5(a) which are incorporated as part of this Agreement. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status. Schedule_Redmond-Seattle-Tacoma - 2019 Schedule of Charges 2019 COMPENSATION Our compensation will be determined on the basis of time and expenses in accordance with the following schedule unless a lump sum amount is so indicated in the proposal or services agreement. Current rates are: Professional Staff Staff 1 Scientist/Analyst $ 113/hour Staff 1 Engineer $ 120/hour Staff 2 Scientist/Analyst $ 130/hour Staff 2 Engineer $ 137/hour Staff 3 Scientist/Analyst $ 150/hour Staff 3 Engineer $ 156/hour Scientist/Analyst 1 $ 174/hour Engineer 1 $ 180/hour Scientist/Analyst 2 $ 180/hour Engineer 2 $ 185/hour Senior Engineer/Scientist/Analyst 1 $ 201/hour Senior Engineer/Scientist/Analyst 2 $ 220/hour Associate $ 232/hour Principal $ 253/hour Senior Principal $ 281/hour Technical Support Staff Administrator 1 $ 80/hour Administrator 2 $ 92/hour Administrator 3 $ 104/hour CAD Technician $ 103/hour CAD Designer $ 119/hour CAD Design Coordinator $ 129/hour Technician $ 86/hour Senior Technician $ 104/hour Lead Technician $ 113/hour Contracted professional and technical services will be charged at the applicable hourly rates listed above. Staff time spent in depositions, trial preparation and court or hearing testimony will be billed at one and one-half times the above rates. Time spent in either local or inter-city travel, when travel is in the interest of this contract, will be charged in accordance with the foregoing schedule. Rates for data storage and web-based access will be provided on a project-specific basis. Redmond-Seattle-Tacoma Schedule of Charges | 2019 Page 2 of 2 Equipment Air Sparging Field Test, per day $ 100.00 Air/Vapor Monitoring Equipment (PID, 5-Gas Meter), per day $ 100.00 Asbestos Sample Kit $ 25.00 Blastmate, per day $ 100.00 D&M Sampler, per day $ 80.00 DO (Dissolved Oxygen) Kit $ 20.00 Dynamic Cone Penetrometer, per day $ 40.00 E-Tape (Electric Tape), per day $ 25.00 Field Data Acquisition Equipment $ 50.00 Field Gear / Reconnaissance, per day $ 50.00 Gas Detection Meters, per day $ 100.00 Generator, per day $ 100.00 Groundwater Pressure Transducer w/ Datalogger, per day $ 50.00 Groundwater Pressure Transducer w/ Datalogger, per week $ 200.00 Hand Auger, per day $ 20.00 Inclinometer Probe, per day, 1/2 day minimum $ 200.00 Interface Probe, per day $ 50.00 Iron Test Kit $ 20.00 Laser Level, per day $ 50.00 Low Flow Groundwater Sampling Equipment, per day $ 225.00 Multiparameter Water Quality Meter, per day $ 80.00 Nuclear Density Gage, per hour, 1/2 day minimum $ 10.00 Peristaltic Pump, per day $ 50.00 pH Probe, per day $ 15.00 PID, FID or OVA, per day $ 100.00 Saximeter, per day $ 50.00 Scuba Diving Gear, per day/per diver $ 250.00 Shallow Soil Exploration Equipment, per day $ 50.00 Soil Field Screening Equipment, per day $ 15.00 Soil Sample Kit $ 15.00 Steam Flow Meter, per day $ 15.00 Strain Gauge Readout Equipment, per day $ 50.00 Surface Water Flow Meter, per day, 1/2 day minimum $ 50.00 Surface Water Quality Monitoring Equipment, per day $ 50.00 Turbidity Meter, per day $ 30.00 Vehicle usage, per mile, or $50/day, whichever is greater $ 0.65 Specialized and miscellaneous field equipment, at current rates, list available upon request. OTHER SERVICES, SUPPLIES AND SPECIAL TAXES Charges for services, equipment, supplies and facilities not furnished in accordance with the above schedule, and any unusual items of expense not customarily incurred in our normal operations, are charged at cost plus 15 percent. This includes shipping charges, subsistence, transportation, printing and reproduction, miscellaneous supplies and rentals, surveying services, drilling equipment, construction equipment, watercraft, aircraft, and special insurance which may be required. Taxes required by local jurisdictions for projects in specific geographic areas will be charged to projects at direct cost. Per diem may be charged in lieu of subsistence and lodging. Routinely used field supplies stocked in-house by GeoEngineers, at current rates, list available upon request. In-house testing for geotechnical soil characteristics at current rates, list available upon request. Associated Project Costs (APC) Computer hardware and software, telephone and fax communications, printing and photocopying and routine postage via USPS will be charged at a flat rate of 6 percent of labor charges. These charges are labeled as Associated Project Costs (APC). All rates are subject to change upon notification.