|
CONSULTING SERVICES AGREEMENT ("CSA")
<br />PROFESSIONAL SERVICES — Fulcrum Environmental Consulting, Inc.
<br />(hereinafter "Fulcrum") agrees to provide Client, for Client's sole benefit
<br />and exclusive use, the consulting services identified in Fulcrum's proposal.
<br />This Consulting Services Agreement (hereafter "CSA") gives no rights or
<br />benefits to any party other than Client and Fulcrum. Unless otherwise
<br />agreed to in writing, fees billed will be for technical, professional, clerical
<br />services, including travel time. The fees will be based on Fulcrum's Rate
<br />Schedule of hourly service fees in addition to any specific fees presented in
<br />the proposal.
<br />REIMBURSABLE EXPENSES, SUBCONTRACTOR, VENDOR,
<br />AND LABORATORY ANALYSIS FEES — Reimbursable expenses,
<br />including but not limited to: analytical fees, subcontractor fees, shipping
<br />costs, reproduction costs, mileage, meals, lodging and other travel costs
<br />will be charged at cost plus fifteen (15) percent. Equipment and supplies
<br />will be charged at a rate based on Fulcrum's Standard Rate Schedule in
<br />addition to any specific fees presented in the proposal.
<br />CLIENT FURNISHED INFORMATION — Client shall provide to
<br />Fulcrum the following: 1) all information regarding the property including
<br />but not limited to, the location of any buried utilities or structures, 2) any
<br />requirements for right of entry or work permits, security clearances,
<br />licenses or any other required permissions. Client hereby releases Fulcrum
<br />from all liability for damage or injury arising from damage to subterranean
<br />structures (pipes, tanks, pipelines, etc.) not identified in writing by Client.
<br />OWNERSHIP OF DOCUMENTS — Unless otherwise agreed, all
<br />documents prepared by Fulcrum are the property of Fulcrum. Client is
<br />responsible for appropriate use of the information and recommendations
<br />provided by Fulcrum. Any and all such information and recommendations
<br />are accurate only as to the specific designated project. Client hereby agrees
<br />that any reuse of such information. or deviation from Fulcrum's
<br />recommendations, shall release Fulcrum from all liability.
<br />SCOPE OF WORKICHANGE ORDERS — All information contained in
<br />reports produced by Fulcrum are time and project -specific, and are not
<br />intended for any other project design. Any changes must be approved in
<br />writing by both parties.
<br />STANDARD OF CARE AND RELEASE OF LIABILITY — Fulcrum's
<br />services will be performed with a reasonable degree of skill and diligence
<br />such as normally employed by professionals performing such services in
<br />Eastern Washington/Northem Idaho. No other warranty or
<br />representation, either expressed or implied, is included or intended in
<br />Fulcrum's proposals, contracts, reports, and communications.
<br />Notwithstanding any other statement in this CSA or made by Fulcrum
<br />elsewhere, Client hereby releases and holds Fulcrum (and its agents)
<br />harmless from any claim, damage, or cost which is not the result of
<br />Fulcrum's sole negligence.
<br />To the fullest extent permitted by law, Client expressly agrees to limit any
<br />and all claims of Client, including but not limited to claims alleging
<br />negligence, breach of contract or breach of warranty against Fulcrum
<br />and/or its employees, for all losses of any kind, including economic and
<br />consequential losses to an amount not to exceed either the total fee paid
<br />under this CSA In the event Client makes a claim against Fulcrum, at law
<br />or otherwise, for alleged negligence, error, omission, breach or other act,
<br />and Client fails to enter judgment against Fulcrum, Client shall pay all costs
<br />and attorney fees incurred by Fulcrum in defending itself against the claim.
<br />CLIENT INDEMNIFICATION — Client acknowledges that Fulcrum is
<br />not responsible for the creation or presence of contamination/pollution at
<br />the property. Client agrees to indemnify, defend, and hold harmless
<br />Fulcrum and its officers and employees from and against any claim, suit,
<br />action, or liability due to or related to conditions at the property except to
<br />the extent such claim, suit, action, or liability is caused solely by the
<br />negligence of Fulcrum. If client is obligated to provide a defense to
<br />Fulcrum, Fulcrum has the right to select which counsel will be used for
<br />such a defense. For the purposes of this clause, conditions shall include the
<br />actual, alleged or claimed existence, discharge, release, or escape of any
<br />100, RJLCRUM
<br />environmental consulting
<br />irritant, pollutant, contaminant, or hazardous substance into or upon the
<br />atmosphere, land, groundwater, surface water, or sediment at or near the
<br />property.
<br />SITE SUPERVISION — Client agrees that Fulcrum has no supervisory
<br />authority or responsibility for. 1) the specific working conditions at the site,
<br />2) the safety precautions at a site, and/or for any hazards resulting from the
<br />actions of any contractor or third party. Client agrees Fulcrum has no duty
<br />to inspect, supervise, note, correct or report any health or safety
<br />deficiencies of Client, contractors or third parties at the site.
<br />INVOICING AND COLLECTION — Invoices for Fulcrum's services
<br />will be issued monthly, payable upon receipt. Client agrees to notify
<br />Fulcrum in writing of any billing errors within fifteen (15) days of the date
<br />of the invoice. Invoices are due upon receipt. Customized invoices, full
<br />backup, or manual backup of project expenses and related information can
<br />be provided for an additional charge. If payment is not received within
<br />thirty (30) days of the invoice date, whether disputed or not, a guaranteed
<br />interest rate on these amounts will be charged at one percent (1 %) on the
<br />unpaid balance. In the event that Fulcrum must seek legal services to
<br />collect the compensation due Fulcrum, Client agrees to pay Fulcrum all
<br />attorney fees and costs incurred to collect the invoice and penalties,
<br />whether or not suit is instituted. If a legal action and/or arbitration occur,
<br />attorney fees shall be awarded to the party in whose favor judgment is
<br />entered. In the event Client fails to compensate Fulcrum pursuant to this
<br />CSA, Fulcrum shall charge a contingent collection fee of 35% of the debt
<br />as provided in RCW 19.16.250 (18). Fulcrum reserves the right to withhold
<br />deliverables and/or suspend work on projects for late or non-payment.
<br />SUSPENSION OR TERMINATION — Client and Fulcrum retain the
<br />right to terminate this CSA. If Client requests suspension or termination of
<br />Fulcrum services prior to completion, Fulcrum has the right to complete
<br />such work as is necessary to place the files in order, and to complete a
<br />report on the services provided. If termination occurs, Client shall
<br />compensate Fulcrum for all fees and expenses required to accomplish such
<br />closing. If a project is delayed, Fulcrum reserves the right to schedule the
<br />requested services within existing commitments.
<br />MEDIATION, ARBITRATION AND TIME TO PRESENT NOTICE
<br />OF CLAIM OF LEGAL ACTION— Any dispute arising out of Fulcrum's
<br />services shall be mediated unless both parties agree otherwise. The parties
<br />to this CSA agree that prior to any legal action being filed in regard to
<br />Fulcrum's services, a notice of claim must be presented 60 days prior to any
<br />legal action being filed. Any such notice of claim must be received by the
<br />party against whom a claim is to be made within 2 years of the date of
<br />Fulcrum's final invoice. All disputes under this contract or in any way
<br />relating to Fulcrum's services must be filed in Spokane County,
<br />Washington and are governed by Washington state law. Client and Fulcrum
<br />hereby agree that any legal action filed shall be subject to Mandatory
<br />Arbitration regardless of the amount in controversy. The parties further
<br />hereby agree to waive their rights to "de novo" any arbitration award,
<br />in regard to matters pertaining to less than $25,000 (including
<br />counterclaims). The parties explicitly acknowledge that this provision
<br />waives their right to jury trial in regard to matters of less than $25,000.
<br />This $25,000 amount referenced above includes any and all
<br />counterclaims.
<br />SEVERABILITY AND SURVIVAL — In the event that any provision of
<br />this CSA shall be held invalid -and unenforceable by a decision of a court of
<br />competent jurisdiction, the remaining provisions shall be valid and binding.
<br />All terms of this CSA allocating or limiting liability shall survive the
<br />completion of the services hereunder and/or the termination of this CSA.
<br />ENTIRE AGREEMENT — This Consulting Services Agreement (CSA)
<br />and the proposal constitutes the whole agreement between Client and
<br />Fulcrum and supersedes all prior agreements.
<br />Client Signature Date
<br />
|