0180 Parametrix Letter Pacland re Contractffil1FRYMAVLNOE
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BUMNISR~ WASIldJGI'ON 98190.6/6
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January 9, 2008
PMX No. 216-5103-004 (Ol/Ol)
Mr. Mike Beach
PaeLand
606 Columbia Street NW, Suite 211
Olympia, WA 98501
Re: Wal-Mart STEP Tank Failure
Dear Mr. Beach
I have received your email regarding contractual issues and payment on Pammetrix's peer review of the STEP tank
installation at the Wal-Mart store in Yelm. I[ is my understanding that yon will pay the previous authorized (email
notice to proceed November 13, 2007) budge[ of $4,884 once Parametrix executes the PaeLand ageement (received on
December 17, 2007). PaeLand will also consider a scope change request once the PaeLand agreement is executed.
Parametrix will not execute the PaeLand agreement in its current form as it obligates Parametrix [o contractual
provisions [hat were above and beyond our previous agreement and the scope of [his peer review. Specifically,
provision 3.0 (Liability and Indemnification) of [he PaeLand agreement obligates Parametrix [o hold PaeLand and
Wal-Mart harmless against all claims, and provision 5.0 requires Parametrix to provide $2,000,000 of
professional liabrlity insurance. Parametrix does not consider these requirements reasonable; nor were these
requirements listed in the authonzatron PaeLand provided on November l3, 2007. Parametrix submitted our
standard agreement to PaeLand for execution on November 19, 2007. However, PaeLand did not execute the
Parametrix agreement or notify us of the PaeLand provisions until seven days after the final peer review for the
Wal-Mart STEP tank was delivered to PaeLand and the 6ty of Yelm (December 10, 2007).
Parametrix would consider the following courses of action to resolve this issue
1. Parametrix will execute the PaeLand agreement with deletion of provisions 3.0 and 5.0. I am including
two executed copies of [he PaeLand agreement with the deleted provisions for your consideration.
2. PaeLand can execute Parametrix's standard agreement dated November 16, 2007, and forward two copies
to our office for signature.
3. PaeLand can provide payment to Parametrix in the amount of $4,884 without execution of either ageement.
I hope thn[ one of the three options above will work for you, so [ha[ we can resolve this issue without additional
time spent. Please contact me at233-8635t28i€ypu have questions or comments.
Very truly yours` 1, \1
an[, Y.E. ~_
Program Manager
Enclosures
cc: Jim Gibson, Cily of Yelm
Dan McReynolds, Sumner Principal
Project File
GOG COwmein srecer nw r 3GO)86.9500
surta 211 r360J86526] ~ P
oivmow, wq 98501 www.ra¢gn¢com ~
December 17, 2007
Sent via email and mail
Dan McReynolds Dmcreynolds@parametrix.com
Parametrix, Inc.
1237 Fryar Avenue
Sumner, WA 98390-1516
Subject: Wal-Mart Store #3705-00; Yelm, Washington
Contract Proposal -Step Tank Failure (Task 050)
Dear Dan,
We have received your proposal, dated November 16, 2007, to provide peer review of the
second STEP Tank failure at the Wal-Mart store for the above referenced project. Your
work shall be in accordance with PACLAND's Sub consultant General Conditions, local
code requirements, if applicable, and as defined in your proposal, except as modified in this
letter agreement.
You will be compensated on a fixed fee basis for your work. Your authorized fee for this
effort is $4,884. Your contract amount shall not be exceeded without prior written
authorization. A copy of your technical information sheet shall be provided to PACLAND
within 72 hours following your findings.
Our contract with our client contains specific contract conditions. These conditions are
reflected in the attached General Conditions for Subconsultant Contracts, which are hereby
made a part of this letter agreement. P
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~~,>.~t~; Aa;~,=.a You are authorized to accomplish the work defined in your
proposal, subject to your agreement to be bound to the terms of this letter agreement.
Page 2
Dan McReynolds; Parametrix, Inc.
December 7 7, 2007
Your invoices shall reference PACLAND project #30007004 and task #050 and shall
include a summary of current charges, total charges, and budget remaining. Specific
invoicing requirements are outlined in Paragraph 7.0 of the General Conditions for
Subconsultant Contracts, and Exhibit 7.0 as attached. Invoices lacking required information
will be returned, unprocessed, for correction.
Invoices are to be sent to the foflowinQ PACLAND office listed below
PACLAND, Olympia, Inc.
Attn: Accounts Payable
606 Columbia Street NW, Suite 217
Olympia, Washington, 98501
Please counter-sign below to reflect your acceptance of these contract terms and return this
document to PACLAND.
Sincerely,
Michael R. Beach, P.E.
Principal
Approved: Date: / csS o
P me[rix, Inc.
MB: ka
Enclosures
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30001004 ke
PACLAND
GENERAL CONDITIONS FOR SUQCONSULTANT CONTRACTS
1.0 Agreement. The le0er agreement, to which these General Conditions for Subconsullant Contracts (°General Conditions 1 are attached,
any dowmanls specifically referenced in the letter agreement, and these General Conditions (collectively "AgreemenP) constitute the entire
Agreement between PACLAND and Subconsullant The Agreement shat l not he modified in any manner, except as provided in Section
13.0, w in writing, signed 6y both parties. Except as provided in Section 6.0, the rights and obligations in this Agreement may not be
assigned without the written consent o(both parties.
1.0 Standard of Performance. Subconsultant shall perform its services in a manner consistent with the standard of professional care, skill,
and diligence that are employed by firms with a national practice on projects of the type and complexity described in the Agreement All
services shall be performed by qualified personnel under the supervision of, or performed directly 6y, persons licensed to practice in the
state where the protect is located Subconsul[ant's services shall comply with all applicable laws, codes, ordinances, and regulations
relating to its services w the project.
3.0 Liahilily and Indemnification. Subconsullant is responsible for the accuracy and thoroughness of all field measurements, mr~v Yi ~~
calculations, technical statemems, drawings, reports, and other documents associated with its services. Subconsul~Y~h~I et ed7 nd,
indemnify and hold harmless PACLAND and its officers, diretmrs, employees, and client Icollectiv nifiel~ed Parties") against all
claims, liabilities,damages,losses, and expenses, of any kind, including without lim~i t+e aney fees and cosh, caused by
Subconsultant's nits contractor's or sub~nsc{tantk negligent acts Visions.
~~L
The defense and indemnification obli a its Section shall no[ be limited by any limitation on the amoum or type of damages payable
dy Subconsultant undo- s' compensation act, and with respect to such defense and indemnifcation obligations, Subconsultant
waives an t under any workers' compensation act and acknowledges that it has reviewed and specifically negotiated this waiver
6 ntenng into the Agreement.
4.0 Lien Waivers. Subconsultant shall Ixovide PACLAND with partial and foal lien waivers, and shall provide PACLAND with such lien
waivers from its contractors and subconsuhan[s, as a condition to receiving payment on any application for payment under this Agreement.
The lien waivers shall be in a form required by law, or, if there is no such requirement, in a form acceptable ro PACLAND. Subconsultant
shall defend, indemnify, and hold harmless the Indemnifed Parties against all lien claims and other claims for non-payment related to
services for which Subconsultant has been paid IA sample lien release is adached as Exhibit 4.Od
5.0 Insurance. $ubconsulGnl shall procure and maintain general liability, employer's liability, automobile liability, and profess ~~
liability insurance during the term of this Agreement Subconsultant shall also procure and maintain wwkefs' compenyl insurance in
compliance with applicable state law. Unless higher limits are specif ed in the Agreement, Subconsul[anPS iysu trams policies shall have the
following minimum limits: (i)pro(essional liability-$2,000,000, per claim; lii)general liability-$2,00 6, per occurrence; (iii)employer's
liability-$1,000,000, pcr occurrence;and(iv)automobile liability-b [,000,000, per occurr ubconsultanfs general liability policy
shall be an occurrence policy. With the exception of Subc nsu ant's professio '. i iry policy, defense costs shall no[ apply to any of the
policy limits. Any deductibles applicable m [he p s s fj t¢yce ,000, with the exception of Subconsultant's professional _
liabilirypoliq,in which casethededuaible shall ~o {Q 00-The Indemnified Parties shall be additional insureds on
Subconsultanl's general and automobile liability p i and any insurance carried by such additional Insureds shall be excess of and non-
contributory with Sub<onsul[ant's insuranc consuOanPS professional liability insurance shall cover daimsrelated to Subconsul[anPs
services for a period of six years foil g the later of substantial completion of the project or termination of Subconsultant's services.
Subconsuhant's insurers sh a an AM Bes[ rating of A- or better, and shall waive subrogation rights against the Indemnified Parties. A
certificam of insur , m a form satisfactory to PACLAND, evidencing the insurance required by this Section shall be provided m
PACLA in five (5) business days o(the execution of the Agreement and, upon request, Subconsu0ant shall provide PACLAND with
' s of [he policies.
6.0 Ownership of Documents. All rights, title, and interest, including all rights under federal and state copyright and in[elletlual property
laws, in all reports, surveys, calculations, drawings, specif cations, and other documents, including without limitation electronic data and
computer programs Icol lec[ively °Instumen[s of Service") prepared in connection with this Agreement shat l pass to PACLAND upon
payment for the service required m prepare the Instrument of Service. PACLAND may assign its rights In Instruments of Service m its client.
Subconsultant shall use Instruments o(Service only in connection with its services undo the Agreement.
7.0 Compensation and Payment. Compensation vidl be in accordance with the scope ofservices, budgets and fee schedule described in
the Agreement PACLAND will invoice its diem for Subconsullant's services monthly. PACLAND will pay Subconsultant for its services
within fikeen f15) calendar days after PACLAND receives payment for the services from its client
For Fixed Fee conUaas, all expenses, including reimbursable expenses, shall be included in the fixed fee. Fixed Fee invoices shall include
the approved fee amount, percentage complete, previously bl I led amount, current amount being invoiced and a summary o! the services
performed. Subconsultan['s invoices shall comply with the requirements of Exhibit ] 0, Summary o(Invvice Requirements and Limitations,
attadred to and made a parr of Ihese General Conditions.
Far Time and Expenses contracts, reasonable job related expenses will be reimbursed at actual cost, except where specified undcv Ezhihit
]A. Failure totollow the requiremems in Exhibit].O may result in the rewrn of invoicesto Subconsultant.
Revised ]4I-0I
8.o Time of Performance. Subwnsultam shall complete Its services within [he 11me specified in the Agreement, or, i(no time s specified
in [he Agreement, within a reasonable amount of time. Subconsultant shall promptly notify PACLAND of any potential delays to the
performance of its services. Any delays due to factors beyond Subconsultant's control shat l entitle Subconsultant to an equitable adjustmem
in the time of performance.
9.0 Confidential information. PACLAND may discloseto Subconsultan[conhdenliai and proprietary business information, including
without limitation trade secrets relating to PACLAND's and its client's operations (collectively "Confdential Information'). Subconsultant
shat l not disclose such Confidential In(wmalion to third parties, and will protect such Confdential Information with all reasonable rare and
diligence. In addition, Subconsultant shall disclose Confidemial Information to its own employees only on a "need-to-know"basis, and will
not use any Confidential Information (or any purpose other than (« the specific purpose for which it was disclosed to Subconsultant.
Subtonsultam further agrees to not release any copies of Confidential Information without written authorization from PACIAND, and, upon
PACLAND's request, Subconsukant shall return to PACLAND all tangible embodiments of such Confidential Information, including without
limitation all copies thereof Confidential Information shall not include informallon that: (i) is already known to Subconsuham at the time it
was first obtained from PACLAND; (ii) becomes publicly known through no wrongful ac[ of Subconsultant; (iii) becomes known to
Subconsultant through a third parry on a nonconfidential and non-restricted basis; or (iv) was independently developed by Subconsultant
without access w reference to the Confidential Information. Subconsultant shat l have the burden of proving any of the foregoing
exceptions. The foregoing restrictions relating to Confidential Information shall not apply m information That is required to be disclosed 6y
applicable law or judicial process; provided, however, Subconsultant shall give PACAND a minimum of ten p0) business days pri«
written notice of any such required disclosure.
10.0 Subconsultant is an Independent Contractor. Subconsultant is an independent contracts with respect to its performance ofservices
under the Agreement. Neither Suhconsullanl, nor any o(its employees w contractors w submnsultants, shall be deemed to 6e an
employee, agent, or principal of PACLAND by virtue of this Agreement Subconsultant shall be responsible (w all methods, details, and
means of performing its services and shall be fully responsible for the safety of its employees. Subconsultant shall supply all materials and
equipment required to perform its services, and shall be responsible (or all taxes, disability and unemployment insurance, workers'
compensation insurance, medical insurance, sick leave, and any other employment benefits connected with its services under the
Agreement.
11.0 Termination. PACLAND may terminate the Agreement for convenience and without cause upon seven p) calendar days written
notice to Subconsultant Upon payment I« services performed, Subconsultant shall deliver to PACLAND all Instruments of Service.
Subconsultant may terminate This Agreement upon seven (7) mlendar days written notice (or failure of PACLAND to make payment in
accodance with the terms of the Agreement If either PACLAND « Subconsultant terminates the Agreement, Subconsultant shall be
entitled to payment for services properly performed prior m termination, but shall not be entitled to any profit or overhead for services not
performed. Sections 3.0, 4.0, 5.0, G.0 and 9.0 shall survive termination or expiration of the Agreement PACAND reserves all remedies i(
i[ terminates the Agreement for cause.
12. Disputes and Governing Law. This Agreement shall be interpreted and construed in accordance viith the laws of the slate in which the
project is located. The parties shall mediate any dispute as a condition precedent to fling suit, and shall share equally in the mediator's
fees. The venue of any lawsuit related to services described in the Agreemenbhall be limited to state or federal murtwhere the project is
located, or where PACLAND's ofllce that administered Subconsul[ant's services is located, and Subconsultant agrees to submit tp
jurisdiction in stale or federal court in either location. PACLAND shall have sole dixretion ove~ selection of venue. The prevailing parry In
any dispute shall be entitled to recover its attorney fees and expenses.
73.0 Miscellaneous. If any part of the Agreement is found m be unenforceable far any reason, it shall be modified, rather than voided, i!
possible, to achieve the intent of the parties. In any event, the remainder of this Agreement shall remain in full force and effetl.
Al least seven (n calendar days prior m beginning its services, Subtonsultam shall identify in writing any mntratlw or subcnnsultant i[
intends to retain to perform s«vices under the Agreement If PACLAND reasonably objects tp Subconsultant's use of a con[racor or
subconsultan[, Subtonsultam shall retain another contractor or subconsul[ant, which is not objectionable, of no additional ors[ m
PACLAND. Subconsullant's agreemen[swi[h its contractors and subconsuhants shall include[«ms substantially similar [o those in these
General Conditions that are (« the benefit of PACAND and its client, with PACLAND and its client being third parry beneficiaries with an
express right to enforce the terms in such agreements.
PACIAND's cliont is an 'intended Third party beneficiary of [his Agreement, with full rights of enforcement of the terms of the Agreement
appbcable to the client. There are no oth« third parry beneficiaries to the Agreement.
Revised I-1 ]-07