001-15 - Aspect Consulting, LLC - ContractCITY OF PORT ORCHARD PROFESSIONAL SERVICES AGREEMENT
Contract No. 001-15
THIS Agreement is made effective as of the 121h day of November, 2014, by and between the
City of Port Orchard, a municipal corporation, organized under the laws of the State of Washington,
whose address is:
CITY OF PORT ORCHARD, WASHINGTON (hereinafter the "CITY")
216 Prospect Street
Port Orchard, Washington 98366
Contact: Mayor Timothy C. Matthes Phone: 360.876.4407 Fax: 360.895.9029
and ASPECT CONSULTING, LLC, a limited liability corporation, organized under the laws of
the State of Washington, doing business at:
ASPECT CONSULTING, LLC (hereinafter the "CONSULTANT")
401 2nd Avenue South, Suite 201
Seattle, WA 98104
Contact: Carla E. Brock, LG Phone: 206-838-6593 Fax: 206-838-5853
for professional services in connection with the following Project:
2015-2019 Marina Mart/Vlist Property Environmental Services
TERMS AND CONDITIONS
1. Services by Consultant.
A. Consultant shall perform the services described in the Scope of Work attached to this
Agreement as Exhibit "A." The services performed by the Consultant shall not exceed the Scope of Work
without prior written authorization from the City.
B. The City may from time to time require changes or modifications in the Scope of Work.
Such changes, including any decrease or increase in the amount of compensation, shall be agreed to by
the parties and incorporated in written amendments to the Agreement.
2. Schedule of Work.
A. Consultant shall perform the services described in the scope of work in accordance with
the Schedule attached to this contract as Exhibit "A." If delays beyond Consultant's reasonable control
occur, the parties will negotiate in good faith to determine whether an extension is appropriate.
B. Consultant is authorized to proceed with services upon receipt of a written Notice to
Proceed.
3. Terms. This Agreement shall commence on January 1, 2015 ("Commencement Date") and shall
terminate December 30, 2019 unless extended or terminated in writing as provided herein.
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4. Compensation.
❑ LUMP SUM. Compensation for these services shall be a Lump Sum of
x TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not
exceed $26,648.00 without written authorization and will be based on billing rates and
reimbursable expenses attached hereto as Exhibit A and B.
❑ TIME AND MATERIALS. Compensation for these services shall be on a time and material
basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit
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❑ OTHER.
5. Payment.
A. Consultant shall maintain time and expense records and provide them to the City monthly
after services have been performed, along with monthly invoices in a format acceptable to the City for
work performed to the date of the invoice.
B. All invoices shall be paid by City warrant within sixty (60) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in
dispute, and the parties shall immediately make every effort to settle the disputed portion.
C. Consultant shall keep cost records and accounts pertaining to this Agreement available
for inspection by City representatives for three (3) years after final payment unless a longer period is
required by a third -party agreement. Copies shall be made available on request.
D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited to,
the maintenance of a separate set of books and records that reflect all items of income and expenses of the
Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by law, to
show that the services performed by the Consultant under this Agreement shall not give rise to an
employer -employee relationship between the parties, which is subject to Title 51 RCW, Industrial
Insurance.
E. If the services rendered do not meet the requirements of the Agreement, Consultant will
correct or modify the work to comply with the Agreement. City may withhold payment for such work
until the work meets the requirements of the Agreement.
6. Discrimination and Compliance with Laws
A. Consultant agrees not to discriminate against any employee or applicant for employment
or any other person in the performance of this Agreement because of race, creed, color, national origin,
marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or
ordinance, except for a bona fide occupational qualification.
B. Even though the Consultant is an independent contractor with the authority to control and
direct the performance and details of the work authorized under this Agreement, the work must meet the
approval of the City and shall be subject to the City's general right inspection to secure the satisfactory
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completion thereof. The Consultant agrees to comply with all federal, state and municipal laws, rules and
regulations that are now effective or become applicable within the terms of this Agreement to the
Consultant's business, equipment and personnel engaged in operations covered by this Agreement or
accruing out of the performance of such operations.
C. Consultant shall obtain a City of Port Orchard business license prior to receipt of written
Notice to Proceed.
D. Violation of this Paragraph 6 shall be a material breach of this Agreement and grounds
for cancellation, termination, or suspension of the Agreement by City, in whole or in part, and may result
in ineligibility for further work for City.
7. Relationship of Parties. The parties intend that an independent contractor -client relationship
will be created by this Agreement. As the Consultant is customarily engaged in an independently
established trade which encompasses the specific service provided to the City hereunder, no agent,
employee, representative or sub -consultant of the Consultant shall be or shall be deemed to be the
employee, agent, representative or sub -consultant of the City. In the performance of the work, the
Consultant is an independent contractor with the ability to control and direct the performance and details
of the work, the City being interested only in the results obtained under this Agreement. None of the
benefits provided by the City to its employees including, but not limited to, compensation, insurance, and
unemployment insurance are available from the City to the employees, agents, representatives or sub -
consultants of the Consultant. The Consultant will be solely and entirely responsible for its acts and for
the acts of its agents, employees, representatives and sub -consultants during the performance of this
Agreement. The City may, during the term of this Agreement, engage other independent contractors to
perform the same or similar work that the Consultant performs hereunder.
8. Suspension and Termination of Agreement
A. Termination without cause. This Agreement may be tenninated by the City at any time
for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment for
the benefit of creditors.
B. Termination with cause. The Agreement may be terminated upon the default of the
Consultant.
C. Rights Upon Termination.
1. Without or Without Cause. Upon termination for any reason, all finished or
unfinished documents, reports, or other material or work of Consultant pursuant to this
Agreement shall be submitted to City, and Consultant shall be entitled to just and equitable
compensation for any satisfactory work completed prior to the date of termination, not to exceed
the total compensation set forth herein. Consultant shall not be entitled to any reallocation of
cost, profit or overhead. Consultant shall not in any event be entitled to anticipated profit on work
not performed because of such termination. Consultant shall use its best efforts to minimize the
compensation payable under this Agreement in the event of such termination. Upon ternination,
the City may take over the work and prosecute the same to completion, by contract or otherwise.
2. Default. If the Agreement is terminated for default, the Consultant shall not be
entitled to receive any further payments under the Agreement until all work called for has been
fully performed. Any extra cost or damage to the City resulting from such default(s) shall be
deducted from any money due or coming due to the Consultant. The Consultant shall bear any
extra expenses incurred by the City in completing the work, including all increased costs for
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completing the work, and all damage sustained, or which may be sustained by the City by reason
of such default.
D. Suspension. The City may suspend this Agreement, at its sole discretion. Any
reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's reasonable
expenses, and shall be subject to verification. The Consultant shall resume performance of services under
this Agreement without delay when the suspension period ends.
E. Notice of Termination or Suspension. If delivered to the Consultant in person,
termination shall be effective immediately upon the Consultant's receipt of the City's written notice or
such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be
given to the Consultant in writing upon one week's advance notice to Consultant. Such notice shall
indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the
address set forth in Section 15 herein.
9. Standard of Care. Consultant represents and warrants that it has the requisite training, skill and
experience necessary to provide the services under this agreement and is appropriately accredited and
licensed by all applicable agencies and governmental entities. Services provided by Consultant under this
agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised
by members of the same profession currently practicing in similar circumstances.
10. Ownership of Work Product.
A. All data materials, reports, memoranda, and other documents developed under this
Agreement whether finished or not shall become the property of City, shall be forwarded to City at its
request and may be used by City as it sees fit. Upon termination of this agreement pursuant to paragraph 8
above, all finished or unfinished documents, reports, or other material or work of Consultant pursuant to
this Agreement shall be submitted to City.
B. All written information submitted by the City to the Consultant in connection with the
services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at
least the same extent as the Consultant safeguards like information relating to its own business. If such
information is publicly available or is already in Consultant's possession or known to it, or is rightfully
obtained by the Consultant from third parties, the Consultant shall bear no responsibility for its disclosure,
inadvertent or otherwise.
11. Work Performed at the Consultant's Risk. The Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents and sub -consultants in the performance of
the work hereunder, and shall utilize all protection necessary for that purpose. All work shall be done at
the Consultant's own risk, and the Consultant shall be responsible for any loss or damage to materials,
tools, or other articles used or held by the Consultant for use in connection with the work.
12. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or
suits, including all legal Costs and attorneys' fees, arising out of or in connection with the performance of
this Agreement, except for injuries and damages caused by the sole negligence of the City. The City's
inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid
any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is Subject to RCW 4.24.115, then,
in the event of liability for damages arising out of bodily injury to persons or damages to property caused
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by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials,
employees, agents and Volunteers, the Consultant's liability hereunder shall be only to the extent of the
Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF
IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES
OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE
MUTUALLY NEGOTIATED THIS WAIVER. THE CONSULTANT'S WAIVER OF IMMUNITY
UNDER THE PROVISIONS OF THIS SECTION DOES NOT INCLUDE, OR EXTEND TO. ANY
CLAIMS BY THE CONSULTANT'S EMPLOYEES DIRECTLY AGAINST THE CONSULTANT.
13. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents, representatives, or
employees.
A. Minimum Scope of Insurance
Consultant shall obtain insurance of the types described below:
I. Automobile Liability insurance covering all owned, non -owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00
01 or a substitute form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 or a substitute form providing equivalent liability coverage and shall cover
liability arising from premises, operations, independent contractors and personal
injury and advertising injury. The City shall be named as an insured under the
Consultant's Commercial General Liability insurance policy with respect to the work
performed for the City.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
4. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts of Insurance
Consultant shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than $1,000,000
per claim and $1,000,000 policy aggregate limit.
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C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability, Professional Liability and Commercial General Liability insurance:
1. The Consultant's insurance coverage shall be primary insurance as respect the City.
Any insurance, self-insurance, or insurance pool coverage maintained by the City
shall be excess of the Consultant's insurance and shall not contribute with it.
2. The Consultant's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
Consultant shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Consultant before commencement of the work.
14. Assigning or Subcontracting. Consultant shall not assign, transfer, subcontract or encumber
any rights, duties, or interests accruing from this Agreement without the express prior written consent of
the City, which consent may be withheld in the sole discretion of the City.
15. Notice. Any notices required to be given by the City to Consultant or by Consultant to the City shall
be in writing and delivered to the parties at the following addresses:
Timothy C. Matthes
Mayor
216 Prospect Street
Port Orchard, WA 98366
Phone: 360.876.4407
Fax: 360.895.9029
ASPECT CONSULTING, LLC
401 2ND Avenue South, Suite 201
Seattle, WA 98104
Attn: Carla Brock, LG
Phone: 206-838-6593
Fax: 206-838-5853
16. Resolution of Disputes and Governing Law.
A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term
or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between
the parties relative to the actual services provided or to the sufficiency of the performance hereunder.
B. If any dispute arises between the City and the Consultant under any of the provisions of
this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the
Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting
litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
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C. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. In any suit or action instituted to enforce any right granted in this Agreement, the
substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable
attorney's fees from the other party.
17. General Provisions.
A. Non -waiver of Breach. The failure of either party to insist upon strict performance of any
of the covenants and agreements contained herein, or to exercise any option herein contained in one or
more instances, shall not be construed to be a waiver or relinquishment of said covenants, agreements, or
options, and the same shall be in full force and effect.
B. Modification. No waiver, alteration, modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of the City
and the Consultant.
C. Severability. The provisions of this Agreement are declared to be severable. If any
provision of this Agreement is for any reason held by a court of competent jurisdiction to be invalid or
unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of
any other provision.
D. Entire Agreement. The written provisions of this Agreement, together with any Exhibits
attached hereto, shall supersede all prior verbal statements of any officer or other representative of the
City, and such statements shall not be effective or be construed as entering into or forming a part of or
altering in any manner whatsoever, the Agreement or the Agreement documents. The entire agreement
between the parties with respect to the subject matter hereunder is contained in this Agreement and the
Exhibits attached hereto, which may or may not have been dated prior to the execution of this Agreement.
All of the above documents are hereby made a part of this Agreement and form the Agreement document
as fully as if the same were set forth herein. Should any language in any of the Exhibits to this
Agreement conflict with any language contained in this Agreement, then this Agreement shall prevail.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set
forth above.
CITY OF PORT ORCHARD, CONSULTANT
WASHINGTON
By:T�,1�>>'�CL
Timothy C. M tthes
Mayor
Date: l -
Attest:
By:
Name: "-�n` C'4� c GN-t
Title: '_>p. a �tdw% p 1crS
Date: NX) (s), ?.01.
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APPROVED ALTO FORM:
By:
4 �-
C+ol A. Morris
Int rim City Attorney
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Exhibit. A
%As ect
,CONSULTING
October 17, 2014
Mr. Mark Dorsey
City of Port Orchard
216 Prospect Street
Port Orchard, Washington 98366
Re: Proposal for Environmental Services
Marina MartNlist Property, 514 Bay Street, Port Orchard, WA
Project No. 140310
Dear Mark:
Aspect Consulting, LLC (Aspect) is pleased to present this proposal to the City of Port Orchard for
environmental services related to the Marina MartNlist Property located at 514 Bay Street in Port
Orchard, Washington. The scope of work has been developed based on the memorandum from Jim
Kelly, Morris Law, P.C., to Mark Dorsey, City of Port Orchard, dated October 14, 2014 regarding
City of Port Orchard RN#081-14 Vlist Property. We understand that the City is responsible for
completing a biannual groundwater monitoring and sampling event, during the first half of each year,
at seven monitoring wells on the Vlist Property to monitor groundwater quality following soil
cleanup activities in 1999, 2001 and 2002. This proposal presents the scope of work and cost
estimate to perform groundwater monitoring and sampling, data evaluation, and reporting for five
years.
Aspect is an environmental consulting firm that specializes in groundwater assessment and
remediation. We have active, ongoing projects in Port Orchard and Bremerton, supported by staff
located in our Kitsap County office, for both local familiarity and efficiency. We have outstanding
relationships with state and local regulators and couple our technical skills with regulatory insight to
successfully facilitate project closure. We welcome the opportunity to assist the City of Port Orchard
in bringing this project to completion.
Task 1 — Residual Source Evaluation
Cost effective closure within a reasonable time from at this site will occur only if there are no on-
going sources of contaminants to groundwater. Aspect will carefully review the available existing
reports to evaluate site conditions, historical information, and contaminant concentration trends to
assess the potential for a residual, unknown source to be present. Potential on -going sources could
include an abandoned underground storage tank (UST) or residual petroleum in soil.
If there is evidence to suggest that an existing, abandoned UST may be present on the Vlist Property,
we will prepare a separate scope of work and cost estimate to determine its location, which will
likely consist of utility, magnetic and geophysical surveys of the area. If evidence suggests a residual
source of petroleum to groundwater, we will provide recommendations to identify and mitigate the
issue.
City of Port Orchard
October 17, 2014
Project No. 140310
Task 2 — 2015 Groundwater Sampling and Reporting
This task will include collection and analysis of groundwater samples from the seven existing
groundwater monitoring wells in early 2015, review of previous reports and sampling results, and
preparation of a groundwater data report.
Prior to sampling, the monitoring wells will be opened and the water level in each well will be
measured using an electronic water level meter to the nearest 0.01-inch. Each well will be sampled
using a peristaltic pump and dedicated tubing in accordance with standard U.S. Environmental
Protection Agency (EPA) low -flow purge techniques. Upon stabilization, groundwater samples will
be collected from each monitoring well for laboratory analysis of total petroleum hydrocarbons
(TPH) as gasoline, diesel and oil by Northwest Methods NWTPH-Gx and NWTPH-Dx; and
benzene, toluene, ethylbenzene and xylenes (BTEX) by EPA Method 8260C on standard laboratory
turnaround times of 10 days. Purge water and equipment decontamination water that is generated
during the sampling event will be temporarily stored on the Vlist Property in a 55-gallon steel drum
pending receipt of the laboratory results. The cost estimate includes the disposal cost for one drum of
non -hazardous investigation -derived wastewater.
Following receipt of the laboratory results, we will prepare a brief data report to summarize the
results of the 2015 sampling event. The data report will include a text summary of the field activities
and results; summary tables of water level measurements and the chemical data compared to
applicable Model Toxics Control Act (MTCA) Method A cleanup levels; a figure depicting the
groundwater flow direction and gradient; and an evaluation of contaminant trends over time. The
data report will include an evaluation of the current nature and extent of petroleum hydrocarbons in
groundwater to evaluate whether there is evidence of an existing, abandoned UST, and where the
UST may be located based on the observed groundwater flow direction.
Task 3 — 2016-2019 Groundwater Sampling and Reporting
This task will consist of an annual option for groundwater monitoring and sampling events during
the first half of 2016, 2017, 2018 and 2019 at the seven monitoring wells. Each annual sampling
event will consist of the measurement of water levels, collection and analysis of groundwater
samples, preparation of a groundwater data report and disposal of one drum of purge water, as
described for Task 1. Following each sampling event, we will evaluate the chemical data and
contaminant trends over time relative to the MTCA requirements and determine whether
modifications to the monitoring program may be warranted in an attempt to achieve regulatory site
closure, which may include increased frequency of sampling events or additional laboratory analysis
to support a natural attenuation demonstration.
Assumptions
The scope and cost estimate was developed using the following assumptions:
• The City will provide Aspect with copies of all previous reports, documents, and
analytical results. Alternatively, Aspect can request copies of the project file from
Ecology and/or the Kitsap Public Health District; however, reproduction fees may
apply.
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City of Port Orchard
October 17, 2014
Sincerely,
Aspect consulting, LLC
i
Carla E. Brock, LG
Senior Geologist
cbrock@aspectconsulting.com
Project No. 140310
Doug Hillman, LHG Client Representative Date
Principal Hydrogeologist
dhillman@aspectconsulting.com
Attachments: Table 1 — Cost Estimate for Marina Mart/Vlist Property Environmental Services
Terms and Conditions
Schedule of Charges
SACity of Port Orchard\Marina Mart_Aist Property14O310\Contracts\Proposal Material\Proposal_Oct2014.docx
Page 4
City of Port Orchard
October 17, 2014
Project No. 140310
• The previous work included a wellhead elevation survey, which Aspect can use to
determine groundwater elevations, flow direction and gradient.
• The chemical analytical program for the biannual groundwater sampling consists of
TPH and BTEX. Additional laboratory charges will apply for additional analyses, if
any.
• The laboratory analysis will be conducted by an Ecology -certified laboratory,
subcontracted through Aspect.
• The investigation -derived waste (purge and decontamination water) can be transported
and disposed of as non -hazardous waste.
• The City has access agreements in place with the owner(s) of the property where the
monitoring wells are located and Aspect can access the property without the execution
of any additional access agreement or approval.
Schedule and Cost Estimate
The groundwater sampling events will be conducted in January or February of each year. The data
report will be submitted to the City within 15 working days of receipt of the final laboratory report.
The estimated total cost to perform the work described in Tasks 1 and 2 is $7,788, with an annual
option of $4,715 to continue groundwater monitoring and reporting for an additional four years, with
no changes to the scope of work, for an estimated 5-year total cost of $26,648. A breakdown of the
charges is provided on table 1. The scope of services above will be billed on a time and materials
basis in accordance with the attached Schedule of Charges. This cost proposal is valid for 90 days
unless extended in writing by Aspect Consulting.
Aspect Consulting's services will be provided in accordance with the attached Terms and
Conditions. This proposal and the attached Terms and Conditions, together, constitute the
Agreement between Aspect Consulting and the City of Port Orchard (Client). Your signature below
represents acceptance of this Agreement, and provides written authorization to proceed. Please return
one signed copy of this Agreement to Aspect Consulting, and retain a signed copy for your records.
Page 3
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Aspect Consulting, LLC
Terms and Conditions
1. RIGHT OF ENTRY AND PROPERTY RESPONSIBILITY
The Client will obtain right of entry to the property where the Services are to be performed ("Property"). The right of entry shall
allow Aspect Consulting and its subcontractors to enter the Property to perform the Services. Aspect Consulting is responsible for
its own activities, but has no responsibility for the Property, for third party safety precautions, or for the safety or control of third
parties.
2. SUBSURFACE RISKS AND SITE DAMAGES
Client recognizes special risks exist whenever professional consulting services are employed to determine the composition of a
site's subsurface or to determine the existence or non-existence of any man-made or natural subsurface features, including, but
not limited to, hazardous substances. Client shall disclose to Aspect Consulting all known conditions, substances, or features in
writing or in maps, plans or drawings. Even with adequate disclosure by Client, Client acknowledges that the use of exploration and
testing equipment may unavoidably damage or alter the Property surface or subsurface and Client accepts this risk. Client
assumes responsibility for claims and/or damages arising from changed or differing site conditions or to subsurface structures,
including buried utility lines, pipes, tanks, tunnels, or other conditions and agrees to hold harmless, defend and indemnify Aspect
Consulting and its subcontractors from any such claims and/or damages, including attorney fees, except to the extent directly
caused by the negligence of Aspect Consulting or its subcontractors.
3. HAZARDOUS SUBSTANCES
Client shall provide Aspect Consulting with all information available to Client concerning past and present use of the Property and
the nature and extent of any known or suspected hazardous substances or conditions, prior to Aspect Consulting performing the
Services. Unless expressly stated otherwise in the Agreement, Client acknowledges that Aspect Consulting has no liability as a
generator, operator, transporter, disposer, or arranger of the transportation and/or disposal of hazardous substances from the
Property. Client agrees to hold harmless, defend and indemnify Aspect Consulting and its subcontractors from any claims and/or
damages, including attorney fees, arising out of the presence, release, or threatened release of hazardous substances on or from
the Property, except to the extent directly caused by the negligence of Aspect Consulting or its subcontractors.
4. SLOPE STABILITY
Client recognizes risks are inherent with any site involving slopes. Client accepts full responsibility for these risks. Client
acknowledges that the information obtained or recommendations made by Aspect Consulting may help to reduce Client's risk but
no amount of engineering or geologic analysis can assure slope stability. Therefore, Client agrees to hold harmless, defend and
indemnify Aspect Consulting and its subcontractors from any claims and/or damages, including attorney fees, arising out of or
related to slope movement, except to the extent directly caused by the negligence of Aspect Consulting or its subcontractors.
5. SAMPLE DISPOSAL / WELL DECOMMISSIONING
5.1 Aspect Consulting may dispose of any samples obtained from the Property 30 calendar days after the issuance of any
document that includes the data obtained from the sample, unless other arrangements are mutually agreed upon in writing.
Unless expressly stated otherwise in the description of Services, the disposal cost for samples is not included in any cost estimate
for the Services. Client acknowledges the difficulty in determining disposal costs in advance and authorizes Aspect Consulting to
bill Client for expenses incurred in disposing of samples obtained from the Property.
5.2 Any wells installed as part of Aspect Consulting's work may later need to be properly decommissioned and recorded in
accordance with applicable law. Unless expressly stated otherwise in the description of Services, well decommissioning and
recording are not included in the Services to be performed by Aspect Consulting.
6.OWNERSHIP OF DOCUMENTS / WORK PRODUCT
6.1 Data, reports or information provided by Aspect Consulting under this Agreement shall only become the property of Client upon
full payment for the Services. After full payment, Aspect Consulting shall retain joint ownership of all such information. Aspect
Consulting shall retain copies of the original electronic files and/or hardcopy versions of information provided by Aspect Consulting
or by Client. Aspect Consulting's originals shall govern in the event of any dispute regarding the content of electronic media
furnished to others.
6.2 All reports prepared by Aspect Consulting under this Agreement are intended solely for the Client and apply only to the
Services. Any use or reuse by Client for purposes outside of this Agreement is at the sole risk of Client and without liability to
Aspect Consulting. Aspect Consulting shall not be liable for any third parties' use of the deliverables provided by Aspect
Consulting.
6.3 Aspect Consulting is entitled to rely upon the completeness and accuracy of reports, documents, drawings, plans and other
information furnished by Client concerning the Property or the project that is the subject of this Agreement.
6.4 In the event Aspect Consulting is required to respond to legal process related to the Services for Client, Client agrees to
reimburse Aspect Consulting its current hourly charges for personnel involved in the response and attorney fees reasonably
incurred in obtaining advice concerning the response, preparation to testify, and appearances related to the legal process, travel
and all reasonable expenses associated with the litigation.
6.5 Unless a different time period is stated in the Agreement, Aspect Consulting shall retain records in accordance with Aspect
Consulting's records retention policy.
7. PAYMENT TERMS
Invoices shall be submitted to Client upon completion of the Services, or if Services extend beyond 30 days, on a monthly basis for
the preceding months work. Billing corrections must be requested within 30 days of invoice date. Payment terms are net 30 days
from the date of invoice. All overdue payments are subject to an additional interest and service charge of one and one-half percent
(1.5%) (or the maximum rate permissible by law, whichever is lesser) per month or portion thereof from the due date until the date
of payment. All fees will be charged or billed directly to Client. Aspect Consulting will not bill a third party without a statement,
signed by the third party, accepting payment responsibility. In the event a third party fails to pay, Client shall remain liable for all
unpaid invoices for the Services. Aspect Consulting may suspend work and/or withhold delivery of data for Services in the event
Client fails to pay its invoices. Client shall be responsible for all costs and expenses of collection including reasonable attorney's
fees.
8. PERFORMANCE AND WARRANTY LIMITATION
Aspect Consulting will perform all Services consistent with recognized standards of professionals in the same locality and involving
similar conditions. ASPECT CONSULTING MAKES NO OTHER WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS
OR IMPLIED, IN CONNECTION WITH THE SERVICES. No representative of Aspect Consulting is authorized to give or make any
other representation or warranty in any way, in connection with the Services. Aspect Consulting shall not be liable for any failure or
delay in performance by Aspect Consulting resulting, in whole or in part, from any cause beyond the reasonable control of Aspect
Consulting.
9. INSURANCE ! LIMITATION OF LIABILITY
9.1 Aspect Consulting maintains primary General Liability Insurance for bodily injury and property damage with a limit of
$1,000,000 per occurrence and $2,000,000 aggregate. Aspect Consulting maintains Professional Liability insurance to provide
coverage for liability resulting from professional errors and omissions.
9. 2 Aspect Consulting's liability to Client for bodily injury or property damage covered by Aspect's General Liability Insurance
policy shall be limited to the proceeds available from the primary General Liability Insurance policy. The liability of Aspect
Consulting, its manager, members, professionals, employees, and subcontractors to the Client for damages, including attorney
fees, resulting from an act, error or omission in providing or failing to provide professional services, whether based in tort (including
negligence) or in contract, shall be limited to the greater of $50.000 or the amount of compensation paid to Aspect Consulting
under this Agreement, unless higher limits are agreed upon in writing. In no event shall either party be liable to the other party, for
any consequential or incidental damages, including, without limitation, damages for loss of income, loss of profits and/or loss or
restriction of use of the Property.
10. TERMINATION
Suspension or termination of all or any part of the Services may be initiated by Client; however Client shall be responsible for all
fees owed Aspect Consulting for Services performed by Aspect Consulting, including all direct costs and all expenses incurred or
committed that cannot be cancelled without penalty as well as reasonable termination expenses, prior to Aspect Consulting's
receipt of written notice from Client. Either party may terminate this Agreement for cause in the event of the other party's
substantial or material failure to perform in accordance with the terms hereof, through no fault of the terminating party. Except for
termination arising out of delinquency in payment, a termination for cause shall not be effective unless: (i) not less than seven days'
written notice of intent to terminate has been provided; (ii) the notice specifies all reasons for the termination; and (iii) the notified
party is given an opportunity to consult with the terminating party to discuss the termination and to cure the substantial failure
before the expiration of the period specified in the written notice.
11. MISCELLANEOUS PROVISIONS
11.1 These Terms and Conditions, together with the Contract Agreement, the Schedule of Charges, and any additions or revisions
agreed upon in writing by the parties, form the entire Agreement and control over all previous communications, representations, or
agreements, either verbal or written, between Client and Aspect Consulting.
11.2 Client and Aspect Consulting agree to use their best efforts to resolve any disputes, claims or other matters in controversy
arising under or related to this Agreement.
11.3 These Terms and Conditions shall be governed by the laws of the State of Washington. The sole venue for any legal action
related to this Agreement shall be King County, Washington,
11.4 The unenforceability of any term or condition herein shall not affect the validity or enforceability of the remainder to these
Terms and Conditions; the intent of the parties being the provisions be severable. The section headings of these Terms and
Conditions are intended solely for convenience and do not define or affect these Terms and Conditions or their interpretation. No
waiver by either party of any provision, term or condition hereof or of any obligation of the other party hereunder shall constitute a
waiver of any subsequent breach or other obligation.
2 of 2 (Revision Date December 9, 2013)
Exhibit B
Effective January 2014
ASPECT CONSULTING, LLC
SCHEDULE OF CHARGES
Unless otherwise stated in the proposal or services agreement, current rates are as follows:
Personnel Charges — Engineers and Scientists
Principal.................................................................................
$194.00 to $202.00/hour
Sr. Associate..........................................................................
$181.00/hour
Associate................................................................................
$169.00/hour
Senior.....................................................................................
$146.00/hour
Sr. Project...............................................................................$135.00/hour
Project....................................................................................
$123.00/hour
Sr. Staff..................................................................................
$107.00/hour
Staff..........................................................................................
$93.00/hour
Construction Supervisor...........................................................
$95.00/hour
Technician................................................................................
$72.00/hour
Legal Testimony (4-hour minimum) ......................................
$300.00/hour
Other Personnel and Disbursement Charges
Sr. GIS/CAD Specialist.........................................................
$100.00/hour
GIS/CAD Specialist.................................................................
$90.00/hour
Sr. Technical Editor...............................................................
$100.00/hour
Project Assistant......................................................................
$73.00/hour
Four-wheel Drive Field Vehicle..............................................$105.00/day (w/up to 100 miles)
Mileage....................................................................................
federal gov't rate plus 15%
Subcontractors and Miscellaneous Expenses .......................... cost plus 15%
Communications Charge (phones, fax,
computer, in-house [B/W] reproduction, mailing) ..................
4% of total labor
Oversize CAD/GIS Plots.................................................................... $2.00/Sq. Ft.
Other equipment rental and expenses will be provided on a per job basis.