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5.1071 Original Contract
AMENDMENT NO. 5 TO THE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PORT ANGELES AND Farallon Consulting, LLC. PROJECT 06 -01 RELATING TO: ENVIRONMENTAL ENGINEERING RELATED TO THE COMBINED SEWER OVERFLOW (CSO) PHASE 1 PROJECT St" THIS AMENDMENT NO. 5 is made and entered into this a) day of 2012, by and between THE CITY OF PORT ANGELES, a non charter code city of"the State of Washington, (hereinafter called the "CITY and Farallon Consulting, LLC, a Washington limited liability company (hereinafter called the "CONSULTANT WHEREAS, the CITY entered in to an AGREEMENT with the CONSULTANT on October 5, 2010, (the AGREEMENT); and WHEREAS, the CITY and CONSULTANT amended the AGREEMENT on January 10, 2011, February 28, 2011, June 7, 2011, and November 21, 2011 and has proposed Amendment 5 (the AMENDMENTS); and WHEREAS the CITY desires to amend the AGREEMENT again to amend the Scope of Work, Budget, and Time of Performance, NOW, THEREFORE, in consideration of the representations and the terms, conditions, covenants and agreements set forth in this AMENDMENT, the Agreement is hereby amended as follows: I REVISED SCOPE OF WORK ti",/ The scope of professional services to be performed and the results to be achieved by the CONSULTANT are hereby amended by adding the tasks identified in the attached Exhibit A to Amendment 5. The CONSULTANT shall provide and furnish all services and material necessary to accomplish the additional work identified in Exhibit A. 1I TIME OF PERFORMANCE The work for all Tasks shall be completed by December 31, 2013. III PAYMENT The CITY shall pay the CONSULTANT as set forth in Section V PAYMENT in the Agreement dated October 5, 2010. Payment shall be based on the CONSULTANT'S Amendment No 5 to Farallon Consultant Agreement, Project 06 -01 costs for actual labor, overhead and profits plus CONSULTANT'S direct non -salary reimbursable costs as set forth in the attached Exhibit C to Amendment 5. IV MAXIMUM COMPENSATION The maximum compensation and reimbursement payable to the CONSULTANT is stated in the attached Exhibit B to Amendment 5. The maximum total compensation amount, referenced in Section VI of the Agreement, is amended from $279, 618 in Amendment 4 to $340,496, an increase of $60,878. The budget for any Task may be further adjusted by mutual agreement without an amendment to the Agreement, as long as the maximum compensation amount of $340,496 is not exceeded. V RATIFICATION As amended herein, the Agreement and the Amendment is ratified and confirmed. In WITNESS THEREOF, the parties hereto have executed this Amendment No. 5 to the Agreement as of the day and year first written above. CITY OF PORT ANGELES: CITY MANAG CONSULTANT: it TITLE: 0/4/A l/Alm APPROVED AS TO FQ;RM: CITY ATTORNEY ATTEST: CI LERK diikrafx/ Amendment No. 5 to Farallon Consultant Agreement, Project 06 -01 EXHIBIT A Amendment No. 5 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, L.L.C. CSO Phase 1 Project 06 -01 SCOPE OF WORK Amendment 5 extends the existing scope of services, and associated budgets for Farallon Consulting, L.L.C. (Farallon) services related to Combined Sewer Overflow (CSO) Phase 1 project technical and environmental consulting support to the City of Port Angeles. BACKGROUND In May 2011, the City concluded the purchase of a parcel of land from Rayonier (Purchase Parcel). In order to preserve the City's protection under the Comprehensive Environmental Response, Compensation, and Liability Act, the City conducted baseline soil and groundwater sampling on the Purchase Parcel during the summer of 2011. Also during the summer of 2011, the City conducted archeological explorations on the Rayonier property and on the Purchase Parcel. Rayonier and the Washington State Department of Ecology (Ecology) are currently negotiating the elements and requirements for implementation of a Materials Management Plan (MMP) that will guide earthmoving activities on the former Rayonier mill site. The MMP version currently under review was produced by GeoEngineers, Inc. on September 30, 2011 and was used as a basis for design in construction specification 2210, Special Soils and Water Management that was provided to Brown and Caldwell by Farallon on November 23, 2011. The City is required to obtain an Individual Construction Stormwater National Pollutant Discharge Elimination System Permit from Ecology because of the status of the site under the Washington State Model Taxies Control Act Cleanup Regulation (MTCA) as established in Chapter 173 -340 of the Washington Administrative Code (WAC 173 -340). The City submitted an application for this permit to Ecology on September 30, 2011 along with a draft engineering report prepared per Section 130 of WAC 173 -240, Engineering Report, Construction Project, Wastewater Pre Treatment Facility, Phase I CSO Improvement Project, prepared by Farallon on September 29, 2011. This engineering report was finalized on December 29, 2011. Amendment 5 includes the scope of services and estimated costs to provide environmental consulting and engineering support during CSO Project construction. Cost estimates are based on an assumed 6 -month period of active earthwork on the former Rayonier mill site. TASK 2: TECHNICAL SUPPORT Amendment 5 adds up to 4 hours per month to task 2 for a 6 -month construction period (24 hours total) to provide technical support for legal counsel for the City and the City Engineer on an as- needed basis to during construction. TASK 4: PROJECT ADMINISTRATION Amendment 5 adds up to 4 hours per month to task 4 for a 6 -month construction period (24 hours total) to project administration including routine project management tasks such as budget tracking, invoicing and monthly status reports,, and client communications pertaining to project scope, schedule, cost estimates, and other project administrative issues during construction including. TASK 5: ENVIRONMENTAL SUPPORT Amendment 5 adds additional environmental consulting and environmental engineering services to task 5 during a 6 -month construction period. These task include, but are not limited to, participating in a pre construction meeting; participating in progress site meetings twice per month; participating in periodic teleconference progress meetings for 5 hours per month; preparing periodic progress reports for 4 hours per month; and, preparing documents pertaining to the environmental work pezformed in association with the Phase I CSO project. A contingency is included for site observation/monitoring for unforeseen environmental conditions assuming two 1 -week field events. EXHIBIT B Amendment No. 5 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, L.L.C. CSO Phase 1 Project 06-01 Budget Approved Task No. Description Budget Amendment 5 Revised Budget Task 1 Document Review $13,996 $0 $13,996 Task 2 Technical Support $16,600 $4,080 $20,680 Task 3 Bid Document Support $93,582 $0 $93,582 Task 4 Project Administration $7,252 $3,450 $10,702 Task 5 Environmental Support $29,000 $53,348 $82,348 Task 6 Field Testing $13,700 $0 $13,700 Task 7 Phase II Environmental $105,488 $0 $105,488 Site Assessment TOTAL $279,618 $60,878 $340,496 Consultant Labor Costs and Non Salary Reimbursable Costs Amendment No. 5 to Farallon Consultant Agreement, Project 06 -01 EXHIBIT C FARA.LLON .L PERK Senior Analyst Staff Analyst Project Assistant/Support GIS Technician CADD /Graphics Technician Clerical EXPENSES EXHIBIT C Consultant Labor Costs and Non -Salary Reimbursable Costs 2012 SCHEDULE' OF CHARGES Expert Consultant Principal I Engineer /Geologist/Scientist Principal II Engineer /Geologist/Scientist Senior I Engineer /Geologist/Scientist Senior II Engineer/Geologist/Scientist Senior 111 Engineer /Geologist/Scientist Associate I Engineer /Geologist/Scientist Associate II Engineer /Geologist/Scientist Project 1 Engineer /Geologist/Scientist Project II Engineer /Geologist/Scientist Staff I Engineer /Geologist/Scientist Staff II Engineer /Geologist/Scientist Technician Subcontractors (Labor and Services) Direct Expenses Lodging/Meals Per Diem Report Production Expenses Vehicle Mileage 1 of 1 973 5 Avenue Northwest, Issaquah, Washington 98027 Tel: (425) 295-0800 Far: (425) 295 -0850 www farallonconsulting.com $250/hour $185/hour $160/hour $155/hour $144/hour $128/hour $115/hour $102/hour $97/hour $93/hour $86/hour $80/hour $70/hour $155/hour $102/hour $80/hour $95/hour $80/hour $62/hour Cost+ 15% Cost+ 15% Cost 15% OR $125 /day Cost+ 15% IRS rate per mile 15% Quality Service for Enviromnenta! Solutions AMENDMENT NO. 4 TO THE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PORT ANGELES AND Farallon Consulting, LLC. PROJECT 06 -01 RELATING TO: ENVIRONMENTAL ENGINEERING RELATED TO THE COMBINED SEWER OVERFLOW (CSO) PHASE 1 PROJECT THIS AMENDMENT NO. 4 is made and entered into this c917k day of NOV 2011, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of Washington, (hereinafter called the "CITY and Farallon Consulting, LLC, a Washington limited liability company (hereinafter called the "CONSULTANT WHEREAS, the CITY entered in to an AGREEMENT with the CONSULTANT on October 5, 2010, (the AGREEMENT); and WHEREAS, the CITY and CONSULTANT amended the AGREEMENT on January 10, 2011, February 28, 2011, and June 7, 2011 and has proposed Amendment 4 (the AMENDMENTS); and WHEREAS the CITY desires to amend the AGREEMENT again to amend the Scope of Work, Budget, and Time of Performance, NOW, THEREFORE, in consideration of the representations and the terms, conditions, covenants and agreements set forth in this AMENDMENT, the Agreement is hereby amended as follows: I REVISED SCOPE OF WORK The scope of professional services to be performed and the results to be achieved by the CONSULTANT are hereby amended by adding the tasks identified in the attached Exhibit A to Amendment 4. The CONSULTANT shall provide and furnish all services and material necessary to accomplish the additional work identified in Exhibit A. II TIME OF PERFORMANCE The work for all Tasks shall be completed by May 15, 2012. III MAXIMUM COMPENSATION The maximum compensation and reimbursement payable to the CONSULTANT is stated in the attached Exhibit B to Amendment 4. The maximum total compensation amount, Amendment No 4 to Farallon Consultant Agreement, Project 06-01 referenced in Section VI of the Agreement, is amended from $225,200 in Amendment 3 to $279,618, an increase of $54,418. The budget for any Task may be further adjusted by mutual agreement without an amendment to the Agreement, as long as the maximum compensation amount of $279,618 is not exceeded. IV RATIFICATION As amended herein, the Agreement and the Amendment is ratified and confirmed. In WITNESS THEREOF, the parties hereto have executed this Amendment No. 4 to the Agreement as of the day and year first written above. CITY OF PORT ANGELES: 7' CITY MAN CONSULTANT: i �,Q,✓/9yu�.6 ir1Cm41� .4. °A.14 TITLE: 194/A14 Mil$1. APPROVED AS TO FORM: ATTEST: CITY CLERK Amendment No 4 to Farallon Consultant Agreement, Project 06-01 s i 4 4 i 1 Jr4 1 IF4--. EXHIBIT A Amendment No. 4 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, LLC CSO Phase 1 Project 06 -01 SCOPE OF WORK Amendment 4 extends existing scope, and associated budgets, related to technical and environmental assistance in matters relating to the Combined Sewer Overflow (CSO) Phase 1 project. In May 2011, the City concluded the purchase of a parcel of land from Rayonier (Purchase Parcel). In order to preserve the City's protection under CERCLA, the City conducted baseline soil and groundwater sampling on the Purchase Parcel during the summer of 2011. Also during the summer of 2011, the City conducted archeological explorations on the Rayonier property and on the Purchase Property. Rayonier and the Washington State Department of Ecology (Ecology) are currently negotiating a Materials Management Plan (MMP) that will guide earthmoving activities on the former Rayonier mill site. The MMP version currently under review was produced by GeoEngineers, Inc. on September 30, 2011. The City is required to obtain an Individual Construction Stormwater NPDES Permit from Ecology because of the status of the site under the Model Toxics Control Act (MTCA). The City submitted an application for this permit to Ecology on September 30, 2011. Amendment 4 includes environmental consulting and engineering support for the CSO project through the design phase of the work, including work that may emerge as a result of negotiations between Rayonier and Ecology. Specific environmental and engineering support work currently underway includes review and comment on the September 30, 2011 MMP, incorporating elements of the Ecology approved MMP (pending) and other environmental considerations into the bid documents, and finalizing reporting related to the baseline investigation of the Purchase Parcel. Amendment 4 also provides for rebalancing the existing tasks to accurately reflect previous expenditures. A description of these task revisions and additions follows. TASK 1: DOCUMENT REVIEW Advise and support the City's engineering and legal staff in reviewing and commenting on the Materials Management Plan (MMP) as it evolves in negotiations between Rayonier and Ecology. Farallon's review will focus on the areas of soil and groundwater analysis and in implementation of construction projects on sites being cleaned up under MTCA and other federal and state regulations. This is additional work on the existing task, to accommodate review of Rayonier's September 30, 2011 revision of the MMP. TASK 2: TECHNICAL SUPPORT Interface with legal counsel for City of Port Angeles and City Engineer on an as- needed basis to provide technical support during negotiations with Rayonier and Washington State Department of Ecology. This is additional work on the existing task. TASK 3: BID DOCUMENT SUPPORT Environmental consulting and engineering support for the CSO Phase 1 project construction documents includes 3 major components described below. The subtasks address environmental specifications and construction planning for the CSO Phase 1 project contract documents, and supporting the permit application for an Individual Construction Stormwater NPDES permit. Subtask 3a (existing subtask): Environmental Consulting in Support of CSO Phase 1 Construction Documents Working closely with Brown Caldwell, develop bid document specifications pertaining to environmental elements of the work which may include soil and water management consistent with an Ecology approved MMP, health and safety considerations or requirements for the work, and possibly modifications to the bid form. In addition to specifications, drawings or details may also be required in order to complete the final contract documents. This is additional work on an existing subtask. Subtask 3b (existing subtask): Archaeological Excavation Support The archeological excavation work is completed but work remaining includes revision of the technical memorandum summarizing the water characteristics of the dewatering fluids contained in a tank prior to discharge to the POTW. The revision will entail including results of the characterization of particulates that settled to the bottom of the tank. The data will be used to characterize the solid material for disposal and for planning future dewatering activities during the main CSO construction project. Subtask 3c (existing subtask): Individual Construction Stormwater NPDES Permit The City submitted an application for an Individual Construction Stormwater NPDES Permit on September 30, 2011. The application for this permit was submitted to Ecology on September 30, 2011 with the submittal included a State Waste Discharge Permit application, a Storm Water Pollution Prevention Plan prepared by Brown Caldwell, and an Engineering Report for wastewater pre- treatment prepared by Farallon. Amendment 4 funds additional work during the permit- writing process that may include responding to questions and revising the Engineering Report as required by Ecology or the City. TASK 4: PROJECT ADMINISTRATION Project administration includes routine project management tasks such as budget tracking, invoicing and monthly status reports, and client communications pertaining to project scope, schedule, cost estimates, and upcoming work elements. Amendment 4 adds budget to the existing task through the contract performance period. TASK 5: ENVIRONMENTAL SUPPORT Additional environmental consulting and engineering services not related to other specific tasks, in response to specific requests from the City. This is additional work on the existing task. TASK 6: ARCHAEOLOGOICAL EXCAVATION FIELD SAMPLING Labor and equipment to observe and monitor in accordance with the Health and Safety Plan during the archaeological excavation work. Work under Task 6 is completed. Planning, specification development, and reporting in support of the archaeological investigation is included in Task 3b. TASK 7: PHASE II ENVIRONMENTAL SITE ASSESSMENT Field and chemical analysis work associated with the CSO Purchase Parcel baseline investigation is complete. Additional budget is added to this task for reporting methods and findings of the work. Reporting includes a separate submittal of analytical data tables to Ecology in October 2011. Task 7 includes time to respond to questions from Rayonier or Ecology with regards to findings of the work, at the specific request of the City. Task Taskl Task 2 Task 3 Amendment No. 4 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, LLC CSO Phase 1 Project 06-01 Description Document review Technical support Bid Document support Environmental lEonsultinginstipport4 EXHIBIT B Budget Approved Budget $9,900 $14,600 $72,500 rntibtailc3b: ..'''t .„41::t.,, '-t:t $3 082. Archaeological .0 4, Excavation Support 'Subtask 3c: fl $23,:000 :'::t. 5,772 -Individual Construction 1 Stor mwate i N.P.15ES Permit Task 4 Project administration $2,500 $4,752 Task 5 Environmental support $18,000 $11,000 Task 6 Field testing $13,700 TOTAL $225,200 Amendment 4 $4,096 $2,000 $21,082 $24,Q00. r"„.t.512,22$ Task 7 Phase II $94,000 $11,488 Environmental Site Assessment $54,418 Revised Budget $13,996 $16,600 $93,582 $7,252 $29,000 $13,700 $105,488 $279,618 AMENDMENT NO. 3 TO THE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND Farallon Consulting, LLC. PROJECT 06 -01 RELATING TO: ENVIRONMENTAL ENGINEERING RELATED TO THE COMBINED SEWER OVERFLOW (CSO) PHASE 1 PROJECT THIS AMENDMENT NO. 3 is made and entered into this day of `N. (blAt, 2011, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of Washington, (hereinafter called the "CITY and Farallon Consulting, LLC, a Washington limited liability company (hereinafter called the "CONSULTANT 5, /07 1 WHEREAS, the CITY entered in to an AGREEMENT with the CONSULTANT on October 5, 2010, (the AGREEMENT); and WHEREAS, the CITY and CONSULTANT amended the AGREEMENT on January 10, 2011, and February 28, 2011 and has proposed Amendment 3 (the AMENDMENTS); and WHEREAS the CITY desires to amend the AGREEMENT again to amend the Scope of Work, Budget, and Time of Performance, NOW, THEREFORE, in consideration of the representations and the terms, conditions, covenants and agreements set forth in this AMENDMENT, the Agreement is hereby amended as follows: I REVISED SCOPE OF WORK The scope of professional services to be performed and the results to be achieved by the CONSULTANT are hereby amended by adding the tasks identified in the attached Exhibit A to Amendment 3. The CONSULTANT shall provide and furnish all services and material necessary to accomplish the additional work identified in Exhibit A. II TIME OF PERFORMANCE The work for all Tasks shall be completed by May 15, 2012. III MAXIMUM COMPENSATION The maximum compensation and reimbursement payable to the CONSULTANT is stated in the attached Exhibit B to Amendment 3. The maximum total compensation amount, Amendment No 3 to Farallon Consultant Agreement, Project 06 -01 referenced in Section VI of the Agreement, is amended from $95,800 in Amendment 2 to $225,200 in Amendment 3, an increase of $129,400. The budget for any Task may be further adjusted by mutual agreement without an amendment to the Agreement, as long as the maximum compensation amount of $225,200 is not exceeded. IV RATIFICATION As amended herein, the Agreement and the Amendment is ratified and confirmed. In WITNESS THEREOF, the parties hereto have executed this Amendment No. 3 to the Agreement as of the day and year first written above. CITY OF PORT ANGELES: CITY MANAGER CONSULTANT: %�i/ir yfr TITLE: /NAVI "G /N6 ,.4 APPROVED AS TO FORM: Lba St ITY ATTORNEY ATTEST: CI LERK Amendment No 3 to Farallon Consultant Agreement, Project 06 -01 EXHIBIT A Amendment No. 3 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, LLC CSO Phase 1 Project 06 -01 SCOPE OF WORK Amendment 3 provides new scope of services and extends existing scope, and associated budgets, related to technical and environmental assistance in matters relating to the Combined Sewer Overflow (CSO) Phase 1 project. The City recently concluded the purchase of a parcel of land from the Rayonier site. In order to preserve the City's protection under CERCLA, it is necessary for the City to conduct soil and groundwater sampling on the sales parcel. In addition, Rayonier and Washington State Department of Ecology (DOE) are negotiating a Materials Management Plan (MMP) that will guide earthmoving activities on the former Rayonier mill site. Amendment 3 also includes environmental consulting and engineering support for archeological explorations and environmental specifications that are compliant with the MMP for the construction design of the CSO Phase 1 project. The City is required to obtain an Individual Construction Stormwater NPDES Permit DOE because of the status of the site under the Model Toxics Control Act (MTCA). Amendment 3 funds the development of documentation for obtaining the permit. Incorporating these requirements is necessary to completing the Phase 1 project bidding documents. A description of these task revisions and additions follows. TASK 1: DOCUMENT REVIEW Advise and support the City's engineering and legal staff in reviewing and commenting on the Materials Management Plan as it evolves in negotiations between Rayonier and DOE. Farallon's review will focus on the areas of soil and groundwater analysis and in implementation of construction projects on sites being cleaned up under the Model Toxics Control Act (MTCA) and other federal and state regulations. This is additional work on the existing task. TASK 2: TECHNICAL SUPPORT Interface with legal counsel for City of Port Angeles and City Engineer on an as- needed basis to provide technical support during negotiations with Rayonier and Washington State Department of Ecology. This is additional work on the existing task. TASK 3: BID DOCUMENT SUPPORT Environmental consulting and engineering support for the CSO Phase 1 project construction documents includes 3 major components described in the new subtasks below. The subtasks address environmental specifications and construction planning for the CSO Phase 1 project contract documents, the archaeological pre construction excavation, and supporting the permit application for an Individual Construction Stormwater NPDES. The permit application includes coordination with a Stormwater Pollution Prevention Plan, primary responsibility for an Engineering Report, and coordination with the Materials Management Plan. Subtask 3a: Environmental Consulting in Support of CSO Phase 1 Construction Documents Review the existing subsurface investigation data collected proximal to the CSO alignment. Work closely with City staff to clarify roles and responsibilities for the City and for Rayonier during the archeological investigation and during the CSO construction project. Identify constraints associated with work along each potentially contaminated segment(s) of the CSO Phase I alignment, and develop a construction sequencing plan and potentially a number of alternative construction sequencing options for constructability evaluation. Construction sequencing alternatives will be dependent upon the extent of pre construction sampling that may occur. Develop and coordinate CSO project specifications with environmental engineering design development. Consultation and technical analysis requires coordination between Farallon, Brown and Caldwell, Rayonier, and the City. The process will require several iterations, because final soil and groundwater handling during the CSO Phase 1 projects is dependent on agreements between Rayonier and DOE that are currently being negotiated. Subtask 3b: Archaeological Excavation Support Work conducted to support preparation of construction documents for the limited pre construction archeological excavations. This work is for support to Brown and Caldwell during development of specifications to address potential contamination issues, associated health and safety requirements, and construction sequencing requirements to allow the archeological excavations to be performed in compliance with federal and state environmental regulations and consistent with the Rayonier's revised draft Materials Management Plan (MMP). Assess whether contaminants of concern may be present in the areas to be excavated, develop a detailed sampling plan for collection and analysis of soil and reconnaissance groundwater samples from the excavations, and prepare a health and safety plan for conduct of the work. Prepare a brief technical memorandum to document the results of environmental sampling at the archeological excavations. The data will be used to update the CSO segment characterization and segment map and support design work for the CSO construction project. Subtask 3c: Individual Construction Stormwater NPDES Permit The Department of Ecology (DOE) and Rayonier have reached agreement in concept how soils and water originating on the former industrial site will be handled via the City's construction contract for the Phase 1 improvements. This will require the City to obtain an Individual Construction Stormwater NPDES Permit. Amendment 3 funds the development of documentation required for obtaining the permit and support during the permitting process. Prepare an Engineering Report describing and characterizing the construction site and identify construction- related requirements for avoiding movement of contaminants on the site and the management and disposal of groundwater and surface waters captured and contained during construction. Perform such calculations as necessary for estimating potential storm water quantities. Coordinate with Brown and Caldwell and the City in the development of a Storm Water Pollution Prevention Plan (SWPPP) that incorporates the requirements developed in the Engineering Report. The SWPPP will be integrated with the City's Industrial Wastewater Discharge Permit as the basis for management and disposal of any collected surface water and groundwater from excavations; preserving the concept encouraged by Ecology. An approved SWPPP will then be incorporated into the Phase 1 contract documents. The City will apply for the stormwater permit. The Engineering Report and SWPPP become the principle documents to support permit application. Respond to questions and revise the report as required by DOE or the City. TASK 5: ENVIRONMENTAL SUPPORT Additional environmental consulting and engineering services not related to other specific tasks, in response to specific requests from the City. Work requests may include but are not limited to; analysis and consultation on environmental issues such as potential applicable cleanup levels, groundwater treatment, and potential for recontamination. This is additional work on the existing task. TASK 6: TASK 6: FIELD TESTING ARCHAEOLOGICAL EXCAVATION FIELD SAMPLING Labor and equipment to observe and monitor in accordance with the Health and Safety Plan during the archaeological excavation work. It is anticipated that Farallon personnel will be on site for up to 10 days during the archaeological excavation. TASK 7: PHASE II ENVIRONMENTAL SITE ASSESSMENT The CSO Sale Parcel Baseline Sampling Plan has been developed. Additional budget is added to this task for laboratory analysis that may be required, contingent on initial results of soil and groundwater sampling. EXHIBIT B Amendment No. 3 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, LLC CSO Phase 1 Project 06 -01 Budget Approved Task Description Budget Amendment 3 Revised Budget Taskl Document review $2,500 $7,400 $9,900 Task 2 Technical support $10,800 $3,800 $14,600 Task 3 Bid Document support $2,500 $70,000 $72,500 Subtask 3a: $24,000 Environmental Consulting in support of CSO Phase 1 Construction Documents Subtask 3b: Archaeological Excavation Support $23,000 Subtask 3c: $23, 000 Individual Construction Stormwater NPDES Permit Task 4 Project administration $2,500 $2,500 Task 5 Environmental support $2,500 $15,500 $18,000 Task 6 Field testing $5,000 $8,700 $13,700 Task 7 Phase II $70,000 $24,000 $94,000 Environmental Site Assessment TOTAL $95,800 $129,400 $225,200 AMENDMENT NO. 2 TO THE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND Farallon Consulting, LLC. PROJECT 06 -01 !07 I RELATING TO: ENVIRONMENTAL ENGINEERING RELATED TO THE COMBINED SEWER OVERFLOW. (CSO) PHASE 1 PROJECT THIS AMENDMENT NO. 2 is made and entered into this .0 day of ,a674("ry 2011, by and between THE CITY OF PORT ANGELES, a non charter code city the State of Washington, (hereinafter called the "CITY and Farallon Consulting, LLC, a Washington limited liability company (hereinafter called the "CONSULTANT WHEREAS, the CITY entered in to an AGREEMENT with the CONSULTANT on October 5, 2010, (the AGREEMENT); and WHEREAS, the CITY and CONSULTANT amended the AGREEMENT on January 10, 2011; and WHEREAS the CITY desires to amend the AGREEMENT again to amend the Scope of Work, Budget, and Time of Performance, NOW, THEREFORE, in consideration of the representations and the terms, conditions, covenants and agreements set forth in this AMENDMENT, the Agreement is hereby amended as follows: I REVISED SCOPE OF WORK The scope of professional services to be performed and the results to be achieved by the CONSULTANT are hereby amended by adding the tasks identified in the attached Exhibit A to Amendment 2. The CONSULTANT shall provide and furnish all services and material necessary to accomplish the additional work identified in Exhibit A. II TIME OF PERFORMANCE The work for Task 7 shall be completed by May 15, 2011. III MAXIMUM COMPENSATION The maximum compensation and reimbursement payable to the CONSULTANT is stated in the attached Exhibit B to Amendment 2. Billing rates referenced in SectionV.A of the Amendment No 2 to Farallon Consultant Agreement, Project 06 -01 Agreement are amended as shown in the attached Exhibit C to Amendment 2. The maximum total compensation amount, referenced in Section VI of the Agreement, is amended to $95,800. The budget for any Task may be further adjusted by mutual agreement without an amendment to the Agreement, as long as the maximum compensation amount of $95,800 is not exceeded. IV RATIFICATION As amended herein, the Agreement and the Amendment is ratified and confirmed In WITNESS THEREOF, the parties hereto have executed this Amendment No. 2 to the Agreement as of the day and year first written above. CITY OF PORT ANGELES: CITY MAN CONSULTANT: TITLE: /f rcl' APPROVED AS TO FORM: r a4r4,4 CITY AT ORNEY ATTEST: Amendment No 2 to Farallon Consultant Agreement, Project 06 -01 EXHIBIT A Amendment No. 2 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, LLC CSO Phase 1 Project 06 -01 SCOPE OF WORK TASK 7: PHASE II ENVIRONMENTAL SITE ASSESSMENT The purpose of Task 7, Phase II Environmental Site Assessment (ESA), is to further evaluate the potential for environmental contamination at the Rayonier Property Lots 1 and 2 located in Port Angeles, Washington. The City of Port Angeles intends to complete the purchase of the Rayonier Property Lots 1 and 2 after completion of the appropriate environmental due diligence inquiry under Task 2 (Phase I ESA pursuant to the processes outlined in ASTM International Standard E1527 -05, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process) and sampling and analysis of environmental media under Task 7. The objective of Task 7 is to supplement the results of the Phase I ESA, as appropriate, with soil and groundwater analytical data to further evaluate the presence of hazardous materials at the Rayonier Property Lots 1 and 2 related to possible releases during former Rayonier operations. Together, the results of Tasks 2 and 9 will be used to evaluate risk for environmental contamination at the Rayonier Property Lots 1 and 2 and to fulfill all appropriate- inquiry requirements for Comprehensive Environmental Response, Compensation, and Liability Act liability defense. The specific requirements to be accomplished in Task 7 will be determined at the end of the Phase 1 analysis (Task 2). Task 2 identifies potential issues of environmental concern based on review of available public records and interviews with people knowledgeable of prior operations on the Site. The results of Task 2 will form the basis for development of a specific plan for environmental media sampling and analysis conducted under Task 7. The following lists identifies the maximum scope of work elements contemplated for accomplishment for Task 7. Final tasking will be definitized within a notice to proceed from the City to Farallon identifying the specific requirements to be accomplished: Evaluation of results of pre construction environmental media sampling according to the Materials Management Plan prepared by Rayonier and approved by the Washington State Department of Ecology for the Combined Sewer Overflow construction project; Surface soil sampling and analysis at up to 12 locations for organic and inorganic contaminants of potential concern; Reconnaissance shallow groundwater sampling and analysis from temporarily- installed push probes at up to 12 locations for organic contaminants of potential concern; N \PROJECTS \06 -01 CSO Projects Phase 1 \05 Consultant Agreements\2010 Farallon \Amend 2\Final Draft for Legal Review \2011-02-21 Exhibit A docx Shallow groundwater sampling and analysis from new monitoring wells installed at up to 6 locations for organic and inorganic contaminants of potential concern; Groundwater sampling and analysis from up to 3 currently- existing monitoring wells for organic and inorganic contaminants of potential concern; and Data interpretation, meeting with representatives of the City of Port Angeles and counsel, and reporting. Time of Completion. All work associated with Task 7 shall be completed by 2.1, 2011. z .ir EXHIBIT B Amendment No. 2 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, LLC CSO Phase 1 Project 06 -01 Budget Amendment 2 adds Task 7, Phase II Environmental Site Assessment, for a cost not to exceed $70,000. The complete amended budget for all tasks is shown below: Taskl Document review $2,500 Task 2 Technical support $10,800 Task 3 Bid Document support $2,500 Task 4 Project administration $2,500 Task 5 Environmental support $2,500 Task 6 Field testing $5,000 Task 7 Phase II Environmental Site $70,000 Assessment TOTAL $95,800 FARAiLON consulting PERSONNEL Principal 1 Engineer Geologist/Scientist Principal II Engineer /Geologist/Scientist Senior I Engineer /Geologist/Scientist Senior II Engineer /Geologist/Scientist Senior III Engineer /Geologist/Scientist Associate I Engineer /Geologist/Scientist Associate II Engineer /Geologist /Scientist Project I Engineer /Geologist/Scientist Project 1I Engineer /Geologist /Scientist Staff I Engineer /Geologist/Scientist Staff II Engineer /Geologist/Scientist Staff Ill Engineer Geologist/Scientist Technician GIS Technician CADD /Graphics Technician Clerical Technical Editor Level 1 Level 2 Mediation and litigation support services at a 25% premium on labor. EXPENSES Subcontractors (Labor and Services) Direct Expenses Lodging/Meals Per Diem Report Production Expenses Vehicle Mileage Exhibit C, Amendment 2 2011 SCHEDULE OF CHARGES Confidential 1 of 2 975 5th Avenue Northwest, Issaquah, Washington 98027 Tel: (425) 295 -0800 Fax: (425) 295 -0850 www farallonconsulting.com $180 /hour $1 60/hour $150/hour $138/hour $120 /hour $I08 /.hour $98 /hour $93/hour $88/hour $82/hour $77 /hour $72/hour $65 /hour $85 /hour $75/hour $75 /hour $70 /hour $55 /hour Cost+ 15% Cost 15% Cost+ 15% OR $125 /day Cost 15% IRS rate per mile 15% Unless otherwise agreed, Farallon Consulting, L.L.C. reserves the right to make reasonable adjustments to compensation rates. Quality Service fir Envnonmental Solutions FIELD INSTRUMENTS AND EOUIPMENT Air Gauge /Sensor Kit Air Sparge Pilot Test Kit Bladder Pump Chem -Ox Pilot Test Equipment Current Flow Meter Differential GPS Drill Tap Set Field Computer Field Tool Kit, N.D. Field Truck Flourometer /DO Meter Gastec System Generator H202 Safety Pressure Relief Hand Auger and Extensions Level C PPE Level D PPE Magnetic Locator Mini Air Pump Multigas Meter Oil -Water Interface Probe Peristaltic Pump pH Meter Photoionization Detector Pipe System Pressure Test Kit Sampling/Decon Kit Submersible Pump Surveying Equipment SVE Pilot Test Kit Swing Sampler Traffic Control Turbidity Meter Water Level Meter Water Quality Test Kit YSI Multiparameter Meter CONSUMABLE FIELD SUPPLIES 55- gallon Drum Absorbent Socks Bladders Disposable Bailers Gastec Detection Tubes Padlocks Tyvek Suits Water Sample Field Filter Well Caps (2 -inch PVC) Well Caps (4 -inch PVC) FARALLON VOC MONITORING SYSTEM Farallon VOC Monitoring Probe Confidential 2 of 2 DAILY RATE $45 /day $3 00/day $100 /day $500 /day $75 /day $50 /day $20 /day $25 /day $40 /day $60 /day $0.75 /mile $40 /day $15 /day $50 /day $200 /day $40 /day $40 /day $30 /day $20 /day $20 /day $50 /day $25 /day $40 /day $15 /day $75 /day $3 5/day $5 0/day $3 5/day $50 /day $350 /day $10 /day $20 /day $25 /day $1 5/day $10 /day $75 /day WEEKLY RATE $180 /week $1,200 /week $400 /week $2,000 /week $300 /week $200 /week 80 /week 1 00/week $160 /week $240 /wk $0.75/mile 160/week $60 /week $200 /week $800 /week $160 /week $1 60/week $120 /week $8 0/week $80 /week $200 /week 1 00 /week $160 /week $60 /week $3 00 /week $140 /week $200 /week $1 40/week $200 /week I,400 /week $40 /week $80 /week $1 00/week $60 /week $40 /week $3 00/week UNIT $90 /each $10 /each $20 /each $1 0/each $15 /each 1 5/each SID/each $20 /each 12/each $16 /each $500 /each Quality Service fn) Environmental Solutions Copies To: Ms. Kathryn Neal, P.E. Date: January 19, 2011 City of Port Angeles Farallon PN: 1005 -001 PO Box 1150 Project Title: Port Angeles CSO Port Angeles, Washington 98362 Remarks: For your records. Thank vou. H \1005001 Port Angeles CSO \Correspondence \Trans Amend No I docs FARALLON CONSULTING, L.L.C. 975 5 th Avenue Northwest Issaquah, Washington 98027 Phone (425) 295 -0800 Fax (425) 295 -0850 T R A N S M I T T A L We are enclosing: Description 'c'd (-`Z( -Z©(( 1 Amendment No. 1 to the Agreement for Professional Services Between the City of Port Angeles and Farallon Consulting, LLC From: Beth Roberts If enclosures are not as noted, please notify us at (425) 295 -0800. I REVISED SCOPE OF WORK II TIME OF PERFORMANCE III MAXIMUM COMPENSATION AMENDMENT NO. 1 TO THE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND Farallon Consulting, LLC. PROJECT 06 -01 RELATING TO: ENVIRONMENTAL ENGINEERING RELATED TO THE COMBINED SEWER OVERFLOW (CSO) PHASE 1 PROJECT y THIS AMENDMENT NO. 1 is made and entered into this iU day of 2011, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of Washington, (hereinafter called the "CITY and Farallon Consulting, LLC, a Washington limited liability company (hereinafter called the "CONSULTANT WHEREAS, the CITY entered in to an AGREEMENT with the CONSULTANT on October 5, 2010, (the AGREEMENT); and WHEREAS, the CITY desires to amend the AGREEMENT to amend the Scope of Work, Budget, and Time of Performance, NOW, THEREFORE, in consideration of the representations and the terms, conditions, covenants and agreements set forth in this AMENDMENT, the Agreement is hereby amended as follows: The scope of professional services to be performed and the results to be achieved by the CONSULTANT are hereby amended by adding the tasks identified in the attached Exhibit A to Amendment 1. The CONSULTANT shall provide and furnish all services and material necessary to accomplish the additional work identified in Exhibit A. The work for the added Task 2.1 shall be completed within 20 business days of Notice to Proceed. The maximum compensation and reimbursement payable to the CONSULTANT is $8,300 for the scope of work added in Amendment 1. The maximum total compensation amount, referenced in Section VI of the Agreement, is amended to $25,800. The budget for any Task may be further adjusted by mutual agreement without an amendment to the Amendment No 1 to Farallon Consultant Agreement, Project 06 -01 Agreement, as long as the maximum compensation amount of $25,800 is not exceeded. IV RATIFICATION As amended herein, the Agreement and the Amendment is ratified and confirmed. In WITNESS THEREOF, the parties hereto have executed this Amendment No. 1 to the Agreement as of the day and year first written above. CITY OF PORT ANGELES: CIfTY MANAGF CONSULTANT: fi Avd7. cTG'�r s> TITLE: /04"0.6e•/G- "Lerre rii/ APPROVED AS TO FORM: CITY ATTORNEY ATTEST: Amendment No 1 to Farallon Consultant Agreement, Project 06 -01 Amendment 1 adds a new task to the Agreement to perform a Phase I Environmental Site Assessment (Phase I ESA) of the Rayonier property "Sale Parcel" that the City is purchasing under terms of the November 4, 2010 Real Estate Purchase and Sale Agreement. The City is purchasing the Sale Parcel including all structures, tanks, equipment, piping, and other property constructed on or affixed to the Sale Parcel. The site includes a southern portion of the Rayonier Mill facility, which operated from 1930 until 1997. The City intends to locate a portion of the City's combined sewer overflow facility, to be constructed as part of the Phase 1 CSO Project, on this site. Rayonier has conducted interim cleanup and removal actions at several areas of the uplands portion of the Rayonier Mill facility to address known or suspected contamination associated with former mill operations. Currently Rayonier is continuing investigation of the uplands environment and the marine environment in and around the Rayonier Mill facility. Rayonier Properties, LLC entered into an Agreed Order with the Washington State Department of Ecology (Ecology) in January 2010 with agreement on further work on the Rayonier Mill facility. Task 2.1 Phase I Environmental Site Assessment PURPOSE AND OBJECTIVE The purpose of the Phase I ESA is to identify recognized environmental conditions to the extent feasible, pursuant to the processes outlined in ASTM International Standard El 527 -05, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (ASTM E1527 -05), and to evaluate other environmental issues in connection with the Site. ASTM E1527 -05 is intended to permit a user to satisfy one of the requirements to qualify for protection from potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act as the innocent landowner, contiguous property owner, or bona fide prospective purchaser. ASTM E1527 -05 constitutes "all appropriate inquiry" into the previous ownership, uses, and environmental conditions of a property consistent with good commercial or customary practice, as defined in Section 9601(35)(B) of Title 42 of the U.S. Code. SCOPE OF WORK Farallon will perform the Phase I ESA in accordance with ASTM E1527 -05. The scope of work for the Phase I ESA will include the following: 2.1.1 RECORDS REVIEW EXHIBIT A Amendment No. 1 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, LLC CSO Phase 1 Project 06 -01 Scope of Work N PROJECTS \06 -01 CSO Projects Phase 1 \05 Consultant Agreements \2010 Farallon \Amend 1 \201 1 -01 -07 FINAL Amend I Farallon Exhtbn A and B docx Local Farallon will obtain and review the following standard environmental record source lists: Approximate Search Distance (Miles from the Site) National Priority List (NPL) 1.0 Resource Conservation and Recovery Act (RCRA) Corrective Action Treatment, Storage, 1.0 and Disposal (TSD) State Equivalent NPL /Comprehensive Environmental Response, Compensation, and 0.5 Liability Information System (CERCLIS) SPILLS Site Non -RCRA Corrective Action Report 0.5 National CERCLIS/No Further Remedial 0.5 Action Planned RCRA- Permitted TSD 0.5 Leaking Underground Storage Tanks 0.5 Landfills 0.5 Institutional Controls /Engineering Controls 0.5 Tribal Lands 0.5 Voluntary Cleanup Program 0.5 Brownfields 0.5 Registered Underground Storage Tanks Site and adjoining properties RCRA Generators: Small Quantity Generators Site and adjoining properties and Large Quantity Generators Federal Emergency Response Notification System Federal and State Information obtained from the above federal and state sources will be enhanced and supplemented by a review of pertinent information from local sources, which may include: The fire department; The health department; The regional pollution control agency(ies); and Utility companies (for records relating to polychlorinated biphenyls [PCBs]). PHYSICAL SETTING EVALUATION Site A current U.S. Geological Survey (USGS) 7.5- minute topographic map will be reviewed to assist in evaluating the physical setting of the Site. The physical setting will be evaluated further through use of the following additional sources: N PROJECTS \06 -01 CSO Projects Phase 1 \05 Consultant Agreements \2010 Farallon \Amend 1 \2011 -01 -07 FINAL Amend l Farallon Exhibit A and B docx USGS or state geological survey groundwater maps; USGS or state geological survey bedrock geology maps; State geological survey surficial geology maps; and/or Soil Conservation Service soil maps. HISTORICAL USE INFORMATION Previous occupancy and/or uses of the Site will be evaluated from 1940 to the present (and prior to 1940 if readily available) by reviewing one or more of the following standard historical information sources: Aerial photographs Property tax files Building department records Recorded land title records City directories Zoning land use records Fire insurance maps The actual records or sources reviewed may vary, depending on whether they are reasonably ascertainable, practically reviewable, useful, and/or within imposed cost and/or time constraints. If information sources do not identify uses back to 1940, uses back to the earliest date of identified development will be evaluated. SITE RECONNAISSANCE A site reconnaissance will be conducted at the Site to obtain information pertaining to the likelihood of existing recognized environmental conditions associated with the Site. The site reconnaissance will consist of systematically traversing the Site to provide an overlapping field of view. Conditions such as snow, heavy vegetation, or property size that limit visibility or access will be noted in the Phase I ESA Report that Farallon will prepare. In general, if visibility or access limitations are encountered, the site reconnaissance will be restricted to the perimeters of the Site, and to areas such as paths and roadways that are readily accessible for Site observations. The site reconnaissance will include observation of visible and readily accessible areas. Site improvements such as buildings, sheds, and warehouses will be entered for reconnaissance purposes, unless access is limited or safety concerns preclude entry. The site reconnaissance will not include hidden areas that would require destructive access such as spaces under floors, above ceilings, or behind walls; or entry into confined spaces with process equipment such as tanks or piping. Arranging for access to the Site (such as notifying tenants) is the responsibility of the client, and should be completed prior to the commencement of the site reconnaissance. Where appropriate, observations and notes concerning the following areas will be made during the site reconnaissance: The Site setting and current and past uses; Improvements (e.g., structures, roads, utilities); Topographic, geologic, hydrogeologic, and hydrologic conditions; Odors (e.g., strong, pungent, noxious); Drains and sumps; Stains and corrosion; Storage tanks, vents, fill pipes, and access ways; N PROJECTS \06 -01 CSO Projects Phase 1 \05 Consultant A, 15\2010 Farallon \Amend 1\2011-01-07 FINAL Amend 1 Farallon Exhibit A and B docx Drums and other containers of hazardous substances, petroleum products, and unknown substances; Hazardous materials and petroleum products; Hazardous waste; Potentially PCB containing equipment; Pits, ponds, and lagoons; Stressed vegetation; and Solid waste, wastewater, water wells, and septic systems. Visual observations of current Site uses and environmental conditions will be made where apparent. Where possible, photographs will be taken to document observations. Adjoining properties will be observed from the Site, but will not be traversed. USER QUESTIONNAIRE AND INTERVIEWS Farallon understands that the City of Port Angeles is seeking to follow the standards set forth in ASTM E1527 -05 to complete an environmental assessment of the Site. To fulfill ASTM E1527 -05 requirements, the user has specific responsibilities to help identify the possibility of recognized environmental conditions in connection with the Site. These responsibilities do not require the technical expertise of an environmental professional, and will not be performed by the environmental professional who completes the Phase I ESA at the Site. To facilitate fulfillment of ASTM El 527-05 requirements, Farallon will provide City of Port Angeles with a Phase I Environmental Site Assessment User Questionnaire to be completed and returned to Farallon prior to the commencement of the Phase I ESA. In addition, interviews with the following individuals may be conducted by telephone, in writing, or in person to obtain information pertaining to recognized environmental conditions associated with the Site and adjoining properties: Site manager and/or property owner; Occupants and /or tenants; and Local government officials. CITY RESPONSIBILITIES AND PROJECT COORDINATION The City of Port Angeles is responsible for obtaining access to the Site for Farallon to perform the investigation, and for identifying on -Site utilities, underground storage tanks, and service lines. To facilitate completion of this scope of work, the City will provide Farallon with Site as -built drawings, Site utility plans, property boundary surveys, and previous environmental studies, as available and not previously provided. N PROJECTS \06 -01 CSO Projects Phase 1 \05 Consultant Agreements \2010 Farallon \Amend 1 \2011 -01 -07 FINAL Amend I Farallon Exhibit A and B docx EXHIBIT B Amendment No. 1 to the Agreement for Professional Services between the City of Port Angeles and Farallon Consulting, LLC CSO Phase 1 Project 06 -01 Budget The lump sum cost to complete the Phase I ESA is $8,300, and is included in Task 2. The complete amended budget for all tasks is shown below: Taskl Document review $2,500 Task 2 Technical support $10,800 Task 3 Bid Document support $2,500 Task 4 Project administration $2,500 Task 5 Environmental support $2,500 Task 6 Field testing $5,000 TOTAL 25,800 N PROJECTS \06 -01 CSO Projects Phase I \05 Consultant Agreements\2010 Farallon \Amend 1 \2011 -01 -07 FINAL Amend I Farallon Exhtbtt A and B docx AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND FARALLON CONSULTING PROJECT US06 -01 RELATING TO: ENVIRONMENTAL ENGINEERING RELATED TO THE CSO PHASE 1 PROJECT THIS AGREEMENT is made and entered into this day of 2010, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of Washington, (hereinafter called the "CITY and FARALLON CONSULTING, LLC, a Washington limited liability company authorized to do business in the state of Washington (hereinafter called the "CONSULTANT WHEREAS, the CITY desires engineering, consulting, and planning assistance related to the CSO Phase 1 project; and WHEREAS, the CITY desires to engage the professional services and assistance of a qualified consulting firm to perform the scope of work as detailed in Exhibit A, and WHEREAS, the CONSULTANT represents that it is in full compliance with the statutes of the State of Washington for professional registration and /or other applicable requirements, and WHEREAS, the CONSULTANT represents that it has the background, experience, and ability to perform the required work in accordance with the standards of the profession, and WHEREAS, the CONSULTANT represents that it will provide qualified personnel and appropriate facilities necessary to accomplish the work; NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants, and agreements set forth below, the parties hereto agree as follows: I SCOPE OF WORK The scope of professional services to be performed and the results to be achieved by the CONSULTANT shall be as detailed in the attached Exhibit A and shall include all services and material necessary to accomplish the work. The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the CONSULTANT shall make such changes as may be required by the CITY. Such changes shall not constitute "Extra Work" as related in Section XII of this Agreement. The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the standards of the engineering profession and in compliance with applicable federal, state and local laws. The Scope of Work may be amended upon written approval of both parties. 5, t07 I Farallon Consulting Professional Services Agreement doc Page 1 of 8 II OWNERSHIP OF DOCUMENTS Upon completion of the work, all documents, exhibits, photographic negatives, or other presentations of the work shall become the property of the CITY for use without restriction and without representation as to suitability for reuse by any other party unless specifically verified or adapted by the CONSULTANT. However, any alteration of the documents, by the City or by others acting through or on behalf of the City, will be at the City's sole risk. III DESIGNATION OF REPRESENTATIVES Each party shall designate its representatives in writing. The CONSULTANT'S representative shall be subject to the approval of the CITY. IV TIME OF PERFORMANCE The CONSULTANT may begin work upon execution of this Agreement by both parties and the duration of the Agreement shall extend through August 31, 2011. V PAYMENT The CITY shall pay the CONSULTANT as set forth in this section of the Agreement. Such payment shall be full compensation for work performed, services rendered, and all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment shall be on the basis of the CONSULTANT'S cost for actual labor, overhead and profit plus CONSULTANT'S direct non -salary reimbursable costs as set forth in the attached Exhibit C. 1. Labor costs shall be based on the hourly rates shown in Exhibit C times the number of hours worked. Hourly rates shall be based upon an individual's hourly wage times a multiplier. The multiplier shall include overhead, computer and profit. General clerical time shall be considered an overhead item, except where specific work items are involved that require one hour or more continued effort, in which case time will be charged on the basis of hours worked. 2. The direct non -salary reimbursable costs are those directly incurred in fulfilling the terms of this Agreement, including, but not limited to, travel, subsistence, telephone, reproduction and printing, supplies and fees of outside services and consultants. No overhead and profit may be added to direct non -salary reimbursable costs. B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall detail the work, hours, employee name, and hourly rate; shall itemize with receipts and invoices the non -salary direct costs; shall indicate the specific task or activity in the Scope of Work to which the costs are related; and shall indicate the cumulative total for each task. Farallon Consulting Professional Services Agreement.doc Page 2 of 8 C. The CITY shall review the invoices and make payment for the percentage of the project that has been completed Tess the amounts previously paid. D. The CONSULTANT invoices are due and payable within 30 days of receipt. In the event of ,a disputed billing, only the disputed portion will be withheld from payment. E. Final payment for the balance due to the CONSULTANT will be made after the completion of the work and acceptance by the CITY. F. Payment for "Extra Work" performed under Section XII of this Agreement shall be as agreed to by the parties in writing. VI MAXIMUM COMPENSATION Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation and reimbursement under this Agreement, including labor, direct non -salary reimbursable costs and outside services, shall not exceed the maximum sum of $17,500.00. The budget for each task is as set forth in the attached Exhibit B. Budgets for task(s) may be modified upon mutual agreement between the two parties, but in any event, the total payment to CONSULTANT shall not exceed $17,500.00. VII INDEPENDENT CONTRACTOR STATUS The relation created by this Contract is that of owner independent contractor. The Contractor is not an employee of the City and is not entitled to the benefits provided by the City to its employees. The Contractor, as an independent contractor, has the authority to control and direct the performance of the details of the services to be provided. The Contractor shall assume full responsibility for payment of all Federal, State, and local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, Social Security, and income tax. VIII EMPLOYMENT Employees of the CONSULTANT, while engaged in the performance of any work or services under this Agreement, shall be considered employees of the CONSULTANT only and not of the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the CONSULTANT'S employees while so engaged, on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY employee without the City's written consent. IX NONDISCRIMINATION The CONSULTANT shall conduct its business in a manner, which assures fair, equal and non discriminatory treatment of all persons, without respect to race, creed or national origin, or other legally protected classification and, in particular: Farallon Consulting Professional Services Agreement.doc Page 3 of 8 A. The CONSULTANT shall maintain open hiring and employment practices and will welcome applications for employment in all positions, from qualified individuals who are members of minorities protected by federal equal opportunity /affirmative action requirements; and, B. The CONSULTANT shall comply with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of non discriminatory requirements in hiring and employment practices and assuring the service of all persons without discrimination as to any person's race, color, religion, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin. X SUBCONTRACTS A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement without the written consent of the CITY. B. In all solicitation either by competitive bidding or negotiation made by the CONSULTANT for work to be performed pursuant to a subcontract, including procurement of materials and equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of Consultant's obligations under this Agreement, including the nondiscrimination requirements. XI CHANGES IN WORK Other than changes directed by the CITY as set forth in Section I above, either party may request changes in the scope of work. Such changes shall not become part of this Agreement unless and until mutually agreed upon and incorporated herein by written amendments to this Agreement executed by both parties. XII EXTRA WORK The CITY may desire to have the CONSULTANT perform work or render services in connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and shall be addressed in a written supplement to this Agreement. The CITY shall not be responsible for paying for such extra work unless and until the written supplement is executed by both parties. XIII TERMINATION OF AGREEMENT A. The CITY may terminate this Agreement at any time upon not less than ten (10) days written notice to the CONSULTANT. Written notice will be by certified mail sent to the consultant's designated representative at the address provided by the CONSULTANT. B. In the event this Agreement is terminated prior to the completion of the work, a final payment shall be made to the CONSULTANT, which, when added to any payments previously made, shall compensate the CONSULTANT for the percentage of work completed. Farallon Consulting Professional Services Agreement doc Page 4 of 8 C. In the event this Agreement is terminated prior to completion of the work, documents that are the property of the CITY pursuant to Section II above, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONSULTANT. XIV INDEMNIFICATION /HOLD HARMLESS CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the CONSULTANT in performance of this Agreement, except for injuries and damages caused by the sole negligence of the CITY. The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CITY, CITY's employees, or agents in connection with the work performed under this Agreement. If the negligence or willful misconduct of both CONSULTANT and CITY (or a person identified above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity shall apply for such proportion. 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 by or resulting from the concurrent negligence of the CONSULTANT, the CITY, and the officers, officials, employees, and volunteers of either, 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. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. However, the CONSULTANT expressly reserves its rights as a third person set forth in RCW 51.24.035. XV 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, employees or subcontractors. No Limitation. CONSULTANT'S maintenance of insurance as required by the agreement shall not be construed to limit the liability of the CONSULTANT to the coverage provided by such insurance, or otherwise limit the CITY'S recourse to any remedy available at law or in equity. Farallon Consulting Professional Services Agreement.doc Page 5 of 8 A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. 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; and, 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 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; and, 3. Workers' Compensation coverage as required by the Industrial Insurances laws of the State of Washington; and 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. 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, suspended or materially changed by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. Farallon Consulting Professional Services Agreement.doc Page 6 of 8 3. Any payment of deductible or self- insured retention shall be the sole responsibility of the CONSULTANT. 4. The CONSULTANT'S insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. 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. XVI APPLICABLE LAW This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and in the event of dispute the venue of any litigation brought hereunder shall be Clallam County. XVII EXHIBITS AND SIGNATURES This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following exhibits are hereby made a part of this Agreement: Exhibit A Scope of Work Exhibit B Budget for Each Task Exhibit C Consultant Labor Costs and Non -salary Reimbursable Costs Exhibit D Schedule for the Work Farallon Consulting Professional Services Agreement.doc Page 7 of 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES R' MaddAGE.P_. CONSULTANT (#infr.(r-d7/40viee- TITLE: /mss /Veen kw APPROVED AS TO FORM: /1/ �-66, LIA BLOOR, CITY ATTORNEY ATTEST: SSA HURD, CITY CLERK Farallon Consulting Professional Services Agreement doc Page 8 of 8 Task 1— Document Review Task 2 Technical Support Task 4 Project Administration Task 5 Environmental Support Task 6 Field Testing EXHIBIT A Scope of Work Farallon Consulting, LLC CSO Phase 1 Project 06 -01 City of Port Angeles Review specific technical documents related to environmental conditions at the former Rayonier Mill Site. These documents will include the upland portion of the Remedial Investigation Report and the Upland Work Plan (July 2010). Interface with legal counsel for City of Port Angeles and City Engineer on an as- needed basis to provide technical support during negotiations with Rayonier and Washington State Department of Ecology. Task 3 Bid Document Support Provide assistance to Brown Caldwell on an as- needed basis during preparation of the bid specification package for construction of the CSO Project. Meet and/or participate in conference calls with City of Port Angeles and Brown Caldwell to discuss the project scope, schedule, and upcoming work elements. Identify environmental issues relevant to City of Port Angeles acquisition of portions of the Rayonier Mill Site such as potential applicable cleanup levels, implementation of cleanup actions, and potential for recontamination. Assist with field testing in conjunction with subsurface investigations or interim actions at the former Rayonier mill site. This task will be activated if required by a separate Notice to Proceed. N \PROJECTS \06 -01 CSO Projects Phase 1 \05 Consultant Agreements\2010 Farallon\Final Exhibit A and B 2010 -09 -28 docx EXHIBIT B Budget Farallon Consulting, LLC CSO Project, City of Port Angeles Taskl Document review $2,500 Task 2 Technical support $2,500 Task 3 Bid Document support $2,500 Task 4 Project administration $2,500 Task 5 Environmental support $2,500 Task 6 Field testing $5,000 TOTAL 17,500 N \PROJECTS \06 -01 CSO Projects Phase 1 \05 Consultant Agreements\2010 Farallon\Final Exhibit A and B 2010 -09 -28 docx FARAILON consulting PERSONNEL Principal I Engineer /Geologist/Scientist Principal II Engineer /Geologist/Scientist Principal III Engineer /Geologist /Scientist Senior I Engineer /Geologist/Scientist Senior II Engineer /Geologist/Scientist Senior III Engineer /Geologist/Scientist Associate I Engineer /Geologist/Scientist Associate II Engineer /Geologist /Scientist Project I Engineer /Geologist/Scientist Project II Engineer /Geologist/Scientist Staff I Engineer /Geologist/Scientist Staff II Engineer /Geologist/Scientist Staff III Engineer /Geologist/Scientist Technician CADD /Graphics Technician Clerical Technical Editor Level 1 Level 2 EXPENSES Subcontractors (Labor and Services) Direct Expenses Lodging/Meals Per Diem Report Production Expenses Vehicle Mileage Exhibit C 2010 SCHEDULE OF CHARGES Expert deposition and testimony at a 50% premium on labor Unless otherwise agreed, Farallon Consulting, L.L.C. reserves the right to make reasonable adjustments to compensation rates. Confidential 1 of 2 975 5ih Avenue Northwest, Issaquah, Washington 98027 Tel (425) 295 -0800 Fax (425) 295 -0850 www farallonconsulting corn $175/hour $160/hour $150 /hour $138/hour $128 /hour $115/hour $108/hour $98/hour $90 /hour $86/hour $80 /hour $75/hour $70/hour $65/hour $75/hour $75/hour $65/hour $55/hour Cost 15% Cost 15% Cost 15% OR $125 /day Cost 15% $0.50 per mile 15% Quality Service for Environmental Solutions FIELD INSTRUMENTS AND EOUIPMENT Air Gauge /Sensor Kit Air Sparge Pilot Test Kit Bladder Pump Chem -Ox Pilot Test Equipment Current Flow Meter Differential GPS Drill Tap Set Field Computer Field Tool Kit, H.D. Field Truck Flourometer/DO Meter Gastec System Generator H202 Safety Pressure Relief Hand Auger and Extensions Level C PPE Level D PPE Magnetic Locator Mini Air Pump Multigas Meter Oil/Water Interface Probe Peristaltic Pump pH Meter Photoionization Detector Pipe System Pressure Test Kit Sampling/Decon Kit Submersible Pump Surveying Equipment SVE Pilot Test Kit Swing Sampler Traffic Control Turbidity Meter Water Level Meter Water Quality Test Kit YSI Multiparameter Meter CONSUMABLE FIELD SUPPLIES 55- gallon Drum Absorbent Socks Bladders Disposable Bailers Gastec Detection Tubes Padlocks Tyvek Suits Water Sample Field Filter Well Caps (2 -inch PVC) Well Caps (4 -inch PVC) FARALLON VOC MONITORING SYSTEM Farallon VOC Monitoring Probe Confidential 2 of 2 DAILY RATE $45 /day $3 00/day $100 /day $500 /day $75 /day $50 /day $20 /day $25 /day $40 /day $60 /day $0.75 /mile $40 /day $15 /day $50 /day $200 /day $40 /day $40 /day $30 /day $20 /day $20 /day $50 /day $25 /day $40 /day $15 /day $75 /day $35 /day $50 /day $3 5/day $50 /day $350 /day $10 /day $20 /day $25 /day $15 /day $10 /day $75 /day WEEKLY RATE $180 /week $1,200 /week $400 /week $2,000 /week $300 /week $200 /week $80 /week 1 00/week 160 /week $240 /wk $0.75 /mile 160 /week $60 /week $200 /week $800 /week 160 /week $160 /week 120 /week $80 /week $80 /week $200 /day $100 /week 160 /week $60 /week $300 /week $140 /week $200 /week $140 /week $200 /week $1,400 /week $40 /week $80 /week $100 /week $60 /week $40 /week $300 /week UNIT $90 /each $10 /each $20 /each $10 /each $15 /each $15 /each $10 /each $20 /each $12 /each $16 /each $500 /each Quality Service for Environmental Solutions EXHIBIT D Schedule Farallon Consulting, LLC CSO Phase 1 Project 06 -01 City of Port Angeles Task 1— Document Review As required Task 2 Technical Support As required Task 3 Bid Document Support As required Task 4 Project Administration October 2010 through August 2011 Task 5 Environmental Support As required Task 6 Field Testing If required, anticipated performance in March or April 2011. N \PROJECTS \06 -01 CSO Projects Phase 1 \05 Consultant Agreements\ 2010 Farallon \Final Exhibit D docx