06-001.00 GEOEngineers: Old Milwaukee ROW Ph 1 ESAI
AGREEMENT FOR PROFESSIONAL SERVICES
Contract 0 06 -002
GeoEngincers
Phase 1 ESA — Old Milwaukee Railroad Right-of-Way
Ti-i1S AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of
Washington, hereinafter "City" and GeoEngincers, Inc., hereinafter "Consultant;" jointly referred to as
"parties."
IN CONSIUERATiON of the terms and conditions contained herein the parties agree as follows:
1. Work to Be. Performed. The Consultant will provide all labor; services and material to
satisfactorily complete the attached Scope of Services.
A. Administration. The City Manager or designee shall administer and be the primary
contact for Consultant. Prior to coinlmencernent of work, C011SUltallt shall contact the City Manager or
designee to review the Scope of Work, schedule and date of completion. Upon notice from the City Manager
or designee Consultant shall commence work, perform the requested tasks in the Scope of Work, stop work
and promptly cure any failure in perfonllance under this agreement.
B. Represenrltions. The City has relied upon the qualificationS of the Consultant in
entering into this agreement. By execution of this agreement; Consultant represents it possesses the ability;
skill and resources necessary to perform the work and is familiar with all current laws; rules and regulations
which reasonably relate- to the Scope of Work. No substitutions of personnel shall be made without the written
consent of the City.
Consultant shall be responsible for the technical accuracy of its services and documents
resulting therefrom, and City shall not be responsible for discovering deficiencies therein. ConSUltalt shall
correct such deficiencies without additional compensation except to the extent such action is directly
attributable to deficiencies in City furnished information.
C. Modifications. The City may modify this agreement and order changes in the work
whenever necessary or advisable. The Consultant will accept modillcations when ordered in writing by the
City Manager or designee. Compensation ror such modifications or changes shall be as mutually agreed
betiveen the parties. The Consultant shall make such revisions in the work as are necessary to correct errors or
omissions appearing therein when required to do so by the City without additional compensation.
2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall
remain in effect until completion ofall contractual requirements.
Either party may terminate this Agreement by ten (10) days written notice to the other party.
In the event of such termination, the City shall pay the Consultant for all work previously authorized and
satisfactorily performed prior to the termination date.
3. Compensation. The City agrees to pay the Consultant in accordance with the attached
Estimate as full compensation for the scope of services under this agreement, for a lump sum amount of
$18.300.
Agreement for Professional Services; GeoEngincers - Phase I ESA. Old A9ilwaukee Railroad Right- of -Way Page I of 4
C06 -01
4. Payment. The Consultant shall be paid monthly upon presentation of an invoice to the City.
Applications for payment shall be sent to the City Clerk at the below stated address.
The City reserves the right to withhold payment Under this agreement which is determined in the
reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Work, City
Standards, City ordinances and federal or state standards.
Notice. Notice shall be given in writing as follows:
TO THE CITY:
Name: Christine Bainbridge, City Clerk
Phone Number: (509) 921 -1000
Address: 11707 Fast Sprague Ave, Suite
Spokane Valley, WA 99206
TO THE CONSULTANT:
Name: James B. Harakas, PE, LEG
Phone Number: (509) 363 -3125
106 Address: 523 East Second Avenue
Spokane, WA 99202
6. Applicable Laws and Standards. The parties, in the performance of this agreement, agree to
comply with all applicable Federal, State; local laws, ordinances, and regulations in effect at the term of this
agreement.
7. Relationship of the Parties. It is understood, agreed and declared that the Consultant shall be
an independent Consultant and not the agent or employee of the City, that the City is interested in only the
results to be achieved and that the right to control the particular manner, method and means in which the
services are performed is solely within the discretion of the Consultant. Any and all employees who provide
services to the City under this agreement shall be deemed employees solely of the Consultant. The Consultant
shall be solely responsible for the conduct and actions of all employees under this agreement and any liability
that may attach thereto.
3. Ownership of Documents. All drawings, plans, specifications, and other relaled documents
prepared by the Consultant under this agreement are and shall be the property of the City. Any modification of
such documents or reuse for purposes not intended under this Agreement by the City or others without prior
permission of the consultant shall be at the user's sole risk and without legal liability to consultant.
9. Records. The City or State. Auditor or any of their representatives shall have full access to
and the right to examine during normal business hours all of the Consultant's records with respect to all
matters covered in this contract. Such representatives shall be permitted to audit, examine and make excerpts
or transcripts from such records and to make audits of all contracts: invoices, materials, payrolls and record of
matters covered by this contract for a period of three years from the date final payment is made hereunder.
10. Insurance. During the term of the contract, the Consultant shall maintain in force at its own
expense, the following; insurance:
A. Workers' Compensation Insurance in compliance with RCW 51.12.020, which
requires subject employers to provide workers' compensation coverage for all their subject workers and
Employer's Liability or Stop Gap Insurance in the amount of S 1;000,000.00;
B. General Liability Insurance on an occurrence basis with a combined single limit of not
less than $1,000,000.00 each occurrence for bodily injury and property damage. It shall include contractual
Agreement for Professional Services: GeoEngineers - Phasc l ESA, Old Milwaukee Railroad Right -of -Way Page 2 of 4
liability coverage for the indemnity provided under this contract. 11 shall provide that the City, its officers,
employees and agents are additional insureds but only with respect to the Consultant's services to be provided
under the contract;
C. Automobile Liability Insurance with a combined single limit, or the equivalent, or not
less than $1,000,000.00 each accident for bodily injury and property damage, including coverage for owned,
hired or non -owned vehicles; and
D. Professional Liability Insurance with a combined single limit of not less than
$1,000,000.00 each claim, incident or occurrence. This is to cover damages caused by the error, omission, or
negligent acts related to the services to be provided under this contract. The coverage must remain in effect for
at least two (2) years after the contract is completed.
There shall be no cancellation, material change, reduction of limits or intent not to renew the
insurance coverage(s) without thirty (30) days written notice from the Consultant or its insurer(s) to the City.
As evidence ofthe insurance coverages required by this contract, the Consultant shall furnish
acceptable insurance certificates to the City at the time the Consultant returns the signed contract. The
certificate shall specify all of the parties who are additional insureds, and will include applicable policy
endorsements, the thirty (30) day cancellation clause, and the deduction or retention level. Insuringcompanies
or entities are subject to City acceptance. if requested, complete copies of insurance policies shall be provided
to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured
retentions, and /or self - insurance.
IL Indemnification and Hold Harmless. Each party shall indemnify and hold the other, its
officers, employees; agents and volunteers harmless from and against any and all claims, demands; orders,
decrees or judgments for injuries, death or darnage to any person or property, including attorney fees and costs
of suit, to the extent arising or resulting from any negligent act or omission on the part of said party or its
agents, employees or volunteers in the performance of this Agreement.
12. Waiver. No officer, employee, agent or other individual acting on behalf of either party has
the power, right or authority to waive any ofthe conditions or provisions of this agreement. No waiver in one
instance shall be held to be %vaiverofany othersubsequent breach or nonperformance. All remedies afforded
in this agreement or bylaw, shall betaken and construed as cumulative, and in addition to every other remedy
provided herein or by law. Failure of either party to enforce at any time any of the provisions of this agreement
or to require at any time performance by the other party of any provision hereof shall in no way be construed to
be a waiver of such provisions nor shall it afi'ect the validity of this agreement or any part thereof.
13. Assienment and DeleLation. Neither party shall assign, transfer or delegate any oral] ofthe
responsibilities of this agreement or the benefits received hereunder without first obtaining the written consent
of the other party.
14. Subcontricts. Except as otherwise provided herein, the Consultant shall not enter into
subcontracts for any of the work contemplated under this agreement without obtaining written approval of the
City.
15. Confidentiality. Consultant may from time to time receive information which is deemed by
the City to be confidential. Consultant shall not disclose such information without the express consent of the
Agreement for Professional Services: GeoEngineers - Phase. I ESA, Old N9ilwaukee Railroad Right -of -Way Page 3 oi'4
City or upon order of a Court of competent jurisdiction.
16. Jurisdiction and Venue. This Contract is entered into in Spokane County, Washington.
Venue shall be in Spokane County, State of Washington.
17. Cost and Attorney's Fees. In the event a lawsuit is brought with respect to this Agreement,
the prevailing party shall be awarded its costs and attorney's fees in the amount to be determined by the Court
as reasonable. Unless provided otherwise by statute, Consultant's attorney fees payable by the City shall not
exceed one hundred thousand dollars ($100,000.00).
18. Entire Agreement. This written agreement constitutes the entire and complete agreement
between the parties and supercedes any prior oral or written agreements. This Agreement may not be changed,
modified or altered except in writing signed by the parties hereto.
19. Anti - kickback. No officer or employee of the City, having the power or duty to perform an
official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have
solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person
with an interest in this Agreement.
20. Business Registration. Prior to commencement of work under this Agreement, Consultant
shall register with the City as a business.
21. Severability. If any section, sentence, clause or phrase of this Agreement should be held to
be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any
other section, sentence, clause or phrase of this Agreement.
22. Exhibits. Exhibits attached and incorporated into this agreement are: Scope of services as
outlined in letter from James B. Harakas to Steve Worley dated December 16, 2005.
IN WITNESS WHEREOF, the parties have executed this Agreement this _/ -day of January,
IZI1.
CITY OF SPOKANE VALLEY: Consultant:
City Manager Owner /Auth�ized A rent _
Tax ID No. REDACTED
A S APPROVED A TO FORM::I
Clerk Office o he City A rney
�hassbeoecnuredactecl hi dment contains confidential tax information and
pursuant to RCW 82.32.330.
You may petition for a review of our findings pertaining to any kee Railroad Right -of -Way Page 4 of 4
redacted or withheld documents pursuant to Spokane Valley
Municipal Code (SVMC) 2.75.080; and obtain judicial review
pursuant to RCW 42.56.550.
January 12, 2006
City of Spokane Valley
1 1707 East Sprague Avenue, Suite 106
Spokane Valley, Washington 99206
GEOENGINEERS�
Attention: Steve Worley, PE
Senior Capital Projects Engineer
Subject: Proposal
Phase I Environmental Site Assessment
Former Railroad Right -of -Way
University Road to Hodges Road
Spokane Valley, Washington
File No. 11264- 007 -00
INTRODUCTION
GeoEngineers is pleased to present this proposal fora Phase I environmental site assessment (ESA) of a
portion of the old Milwaukee Railroad right -of -way, which extends through the city of Spokane Valley,
Washington. This proposal responds to your request during our telephone conversation on
December 15, 2005.
We understand that the city of Spokane Valley will be acquiring roughly 5% miles of right-of-way that
was formerly owned by the Milwaukee Railroad from Spokane County. The alignment extends from
University Road on the west to the east corporate boundary of the city of Spokane Valley near Hodges
Road. We further understand that the results of this Phase I ESA will be used'as part of your evaluation
of potential environmental liabilities associated with site ownership.
GeoEngineers completed an environmental review, but not a Phase l ESA, of the subject former railroad
right -of -way in conjunction with services we provided to Spokane Transit Authority (STA) as part of the
initial evaluation of the subject property for a light rail facility. Results of our prior environmental review
were incorporated into an Environmental Impact Statement (CIS) for that project. We also completed
preliminary hydrogeologic and geotechnical studies along the proposed light rail route.
SCOPE OF SERVICES
This proposal is based on our discussions with you and our knowledge of the site from our prior work for
STA. The purpose of this Phase I ESA is to identify recognized environmental conditions' (RECs) in
1 Recognized Environmental Conditions are defined in ASTM E1527 -00 as "the presence or likely presence of any
hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past
release; or a material threat of a release of any hazardous substances or petroleum products into structures on the
property or into the ground; groundwater or surface water of the property. The term includes hazardous substances
or petroleum products even under conditions in compliance with laws. The term is not intended to include de
minimis conditions that generally do not present a material risk of harm to public health or the environment and that
generally would riot be the subject of an enforcement action if brought to the attention of appropriate governmental
agencies."
City of Spokane Valley
January 12, 2006
Paige 2
connection with the property. Our scope of services is in general accordance with American Society for
Testing and Materials (AS`1'M) Standard E1527 -00 for Phase I ESAs. Our specific scope of services for
this Phase i ESA is as follows:
1. Review readily available geotechnical reports, environmental reports and /or other relevant
documents pertaining to environmental conditions at the subject site.
2. Review the results of a federal, state and local environmental database search provided by an
outside environmental data service for listings of known or suspected environmental problems at
the site or nearby properties within the search distances specified by ASTN4.
3. Review regulatory agency files regarding listed sites of potential environmental concern relative
to the subject site.
4. Identify a key site manager with specific knowledge of past and present site use, (if possible) and
request that he or she meet a GeoEngineers' representative on site for an interview during the
visual site reconnaissance. We will interview the key site manager by phone if they are not
available during the site reconnaissance and others familiar with past and present uses of the site
and its vicinity, as necessary.
5. Interview a representative of the local fire department, health department, and /or the Washington
State Department of Ecology (Ecology) regarding the history of the subject site and surrounding
properties relative to the likely presence of hazardous substances.
6. Review historical aerial photographs, fire insurance maps, city directories, chain -of -title reports
and tax assessor records, as available and appropriate, to identify past development history on and
adjacent to the site relative to the possible use, generation, storage, release or disposal of
hazardous substances. We will attempt to identify uses of the site from the present to the time
that records show no apparent development of the site, or to 1940, whichever is earlier.
7. Review current USGS topographic maps to identify the physiographic setting of the site.
8. Identify the source(s) of potable water for the site and current heating and sewage disposal
systems) used at the site, if any, and their age if readily available.
9. Provide a statement on the local geologic, soil and groundwater conditions based on our general
experience and sources such as geologic maps and soil surveys.
10. Conduct a visual reconnaissance of the site and adjacent properties to identify visible evidence of
RECs.
11. Provide a written summary of the Phase I ESA results and identified RFCs along with our
opinion regarding the potential for contamination at the site.
Our scope of services does not include an environmental compliance audit, an evaluation for the presence
of lead -based paint, toxic mold, polychlorinated biphenyls (PC13s) in light ballasts, radon, lead in drinking
water, asbestos- containing building materials or urea- formaldehyde insulation in on -site structures, Soil,
surface water or groundwater sampling and chemical analysis, are not included as part of this scope of
services. If requested, we can provide additional information regarding these services.
We request that you provide the names and phone numbers of key individuals with knowledge of site use
history, a map showing the boundaries of the subject site and tax ID numbers for parcels included within
the site, if such names are available. Additionally, we request that you provide us with the following
helpful information, if readily available, prior to the start of our study: (1) copies of any past
environmental site assessment and /or audit reports; (2) environmental permits; (3) registrations for
rile No, 11264- iM7 -00 GWENGINEERS�
City of Spokane Valley
January 12, 2006
Page 3
underground and above - ground storage tanks; (4) material data safety sheets for hazardous substances
used or stored on site (if any); (5) community right -to -know plans pertaining to the site; (6) safety plans
pertaining to on -site facilities; (7) reports regarding geotechnical and /or hydrogeologic conditions; and (8)
notices of environmental violations and /or environmental liens or property use restrictions.
STATEMENT OF QUALIFICATIONS FOR PHASE I ESAS
GeoEngineers has researched and assessed possible subsurface contamination for more than 2,000
projects located in the western United States and Alaska since inception of our firm in 1980. We are
experienced with the interpretation of environmental information with regard to potential liabilities
associated with property ownership or transfer. We have been involved with property assessments at sites
ranging from small commercial properties with no apparent environmental problems to large industrial
properties with complex histories. Where necessary, we also provide specific subsurface exploration
programs during Phase 11 ESAs, develop remedial plans for contaminated properties, and monitor and
document remedial activities.
Internal guidelines for conducting Phase I ESAs have been developed by our firm. The primary
objectives of the guidelines are to be responsible to client needs, standardize our technical approach,
facilitate completion of the projects, and maintain project quality cost control. The guidelines are
revised as necessary based on reviews of currently applicable regulations, standards and practices
generally employed in the consulting industry for Phase 1 ESAs. Our standard procedures for conducting
Phase I ESAs are conducted in general accordance with the scope and limitations of ASTM Standard
E. 1 527 -00, Standard Practice for Phase I hSAs, unless otherwise specified.
GeoEngineers has field and office staff trained in performing Phase I ESAs. Historical research is
accomplished by staff experienced with the wide range of documents and databases available for
evaluation of historical land use and identification of sites with known or suspected environmental
concerns. The site reconnaissance is completed by an experienced member of our staff with capabilities
in identifying visual evidence of the possible use, generation, storage, release or disposal of hazardous
substances.
James B. Harakas, PE, LEG, Senior Principal and John Haney, Project Manager, will have primary
responsibility for this Phase 1 ESA project. Mr. Harakas has practiced as a consulting environmental
professional since 1984 and geotechnical engineer since 1974. He has been responsible for more than
500 projects involving the investigation of actual or potential subsurface contamination. Mr. Haney has
extensive experience researching and writing Phase I ESAs for sites with residential, commercial and
industrial developments.
SCHEDULE, TERMS AND BUDGET
The time required to complete a Phase 1 ESA is highly dependent on the availability of required
information from outside sources. At a minimum, we will provide you with verbal results based on the
work completed to date within about three weeks of your notice for us to proceed (NTP), if a written
report cannot be completed at that time because of circumstances beyond our control. We anticipate
having a final written report available within about four weeks of NTP.
The fee for our services will be a lump surn. For the scope of services described herein, our fee will be
$18,300.
Fire No. 11264- 007 -00
GEOENGINEERS
City of Spokane Valley
January 12, 2006
Page 4
This proposal is valid for 30 days from the date of this proposal. After 30 days, we reserve the right to
revise our proposal and fee estimate if our services have not been initiated.
Our lump sum fee is based on the assumption that no meeting with the city of Spokane Valley, other than
our telephone conversations, will be required to complete our services and that our written report will be
issued final without revision. It is possible that our research could indicate a need to modify the scope of
services in order to evaluate site history more thoroughly. We will keep you informed of project status
and advise you if it appears appropriate to modify the scope and budget. Should you desire to terminate
our Phase I ESA services at any time during the study because of potential contamination concerns that
we identify, we will charge you for our completed services determined on a percent complete basis
determined from accrued costs through the date of notification to stop work.
LIMITATIONS
Georngineers' Scope of Services specifically excludes the investigation, detection, or assessment of the
presence of Biological Compounds that are deemed Pollutants in or around any structure. Accordingly,
our final report will not include interpretations, recommendations, findings, or conclusions for the
purpose of detecting, assessing, or abating Biological Pollutants. The term "Biological Pollutants"
includes, but is not limited to, molds, fungi, spores, bacteria, and viruses, and /or any of their byproducts.
Our services are for the exclusive use of the city of Spokane Valley. No other party may rely on the
product of our services unless we agree in advance to such reliance in writing. This is to provide our firm
with reasonable protection against open -ended liability claims by third parties with whom there would
otherwise be no contractual limits to their actions.
File,%'n, 11264- 007 -00 GEOENGINEERS�
City of Spokane Valley
January 12, 2006
Page 5
We. appreciate the opportunity to submit this proposal and look forward to your favorable consideration.
Authorization of our services may be made by signing in the appropriate space provided below and
returning one copy of this proposal to our offices for our files, or by your preferred method.
Respectfully submitted,
GeoEngincers, Inc.
A
()elnieor s 13. Harakas, PE, LEG
Principal
JDH!BDW!Llrn
Docid: Spok: P:V Ill 12640071001Finalsl1 126400700p.doc
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 GeciEnginecTs, Inc. and will serve as the official
document of record.
File No. /1264- 007 -00 GEOENGINEERS.O./