HomeMy WebLinkAbout2024-0074 - - Orion Environmental and Facilities Condition Assessment Contract - ORIONES, INC Docusign Envelope ID:4F7AC55E-3CE3-483F-8233-95E55FFD018F
CITY OF AUBURN
CONTRACT FOR SERVICES
Environmental & Facilities Condition Assessment Contract.
THIS CONTRACT made and entered into on this 18th of October , 2024 (the
Effective Date), by and between the CITY OF AUBURN (City), a municipal corporation of the
State of Washington, and ORIONES, Inc. (Orion, or Contractor), whose address is 34004 9th
Avenue South, Suite A5, Federal Way, WA 98003 (UBI # 602 366 823).
I. RECITALS
1. On October 4, 2024 the City issued a Request for Bids (BID) seeking qualified
contractors to submit BIDs to conduct two (2) Phase I Environmental Studies, two (2)
Regulated Building Material Surveys, one for commercial property located at 125 E
Main, Auburn, and one for commercial property located at 2802-2826 Auburn Way N,
Auburn, and one (1) Facility Condition Assessment for 2802-2826 Auburn Way N. The
BID request set an October 16th, 2024 deadline for the BID submissions;
2. The City received two BIDs. Orion was the lowest responsive and responsible bidder.
II. CONTRACT FOR SERVICES
Accordingly, and in consideration of the conditions and the mutual promises and
covenants contained in this Contract, the parties agree as follows:
1. Scope of Services
The Contractor agrees to perform the tasks described on Exhibit A. The Contractor will
be responsible to provide work products and services of a quality and professional
standard acceptable to the City, consistent with the professional skill and care ordinarily
provided by architects and planners practicing in the same or similar locality under the
same or similar circumstances. The Contractor will, without additional compensation,
correct or revise any negligent errors, omissions or other deficiencies in its plans, designs,
drawings, specification, reports and other services required, whether during or after the
Term of this Contract, for up to 3 years after the Contractor has concluded its services
under this Contract, or until all litigation, claims, disputes, or audits regarding such
services are finally resolved, whichever date is later. Any approval by the City of
Contractor's services will not in any way relieve the Contractor of responsibility for the
accuracy and adequacy of its services.
2. Additional Services
If additional services with respect to related work are required or requested beyond those
specified in Exhibit A, and not included in the compensation listed in this Contract, the
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parties will amend this Contract prior to the Contractor performing the additional services.
The amendment will set the nature, and scope of the additional services. However, if the
time period for the completion of such services makes execution of an amendment
impractical prior to the commencement of the Contractor's performance, the Contractor
agrees that it will perform such additional services on the written request of an authorized
representative of the City pending execution of an Amendment subject to the terms and
conditions of this Contract except where the authorization provides to the contrary. The
invoice procedure for any such additional services will be as described in Section 4 of this
Contract.
3. Contractor's Representations & Qualifications
The Contractor represents and warrants that it is qualified to perform those services
described in Exhibit A and has or can obtain all necessary licenses, tools, skills and
personal protective equipment to perform those services. Contractor will be responsible for
the supervision/management of its crew and ensure all necessary safety precautions and
procedures are followed to protect its employees and the public.
Prior to commencing any work associated with this Contract, Contractor shall supply the
City with the copies of the following documents:
• Active State of Washington business and contractor's licenses
• City of Auburn active business license
• Certificate of Insurance meeting the terms set forth in Section 12 below.
Contractor further represents that the person signing this Contract on behalf of Contractor
has all requisite authority to bind Contractor to the terms and conditions of this Contract.
4. Compensation
As compensation for the Contractor's performance of the services provided for in this
Contract, the City will pay the Contractor the fees and costs specified in Exhibit B. These
payments will be full compensation for work performed or services rendered and for all
labor, materials, supplies, equipment, overhead, profit, and incidentals necessary to
complete the work.
The Contractor will submit to the City an invoice reflective of the Payment Terms
described in Exhibit B. All invoices shall include the total amount of the contract, the
remaining balance available against the contract, the amount being invoiced, and the
remaining after balance. Upon acceptance of the invoice the City will process the invoice
in the next billing/claim cycle, and will remit payment to the Contractor, subject to any
conditions or provisions in this Contract or Amendment. The Contract reference (ORION
— Environmental Studies & Facility Condition Assessment) must appear on all
invoices submitted. Copies of original supporting documents will be supplied to the City
upon request.
The not-to-exceed amount for this Contract is SIXTEEN THOUSAND SEVEN HUNDRED
SIXTY DOLLARS AND 00/100 ($16,760.00). The Contractor will not undertake any work
or otherwise financially obligate the City in excess of this amount without prior written
authorization.
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Compensation to be paid the Contractor in succeeding years after the current year will be
contingent upon availability of funds.
5. Time for Performance, Term, and Termination of Contract
The term of this Contract will commence on the Effective Date. The Contractor will perform
the services in accordance with the direction and scheduling provided on Exhibit A,
unless otherwise agreed to in writing by the parties. All work performed under this
Contract will be completed by November 20, 2024.
Termination for Cause. Either party may terminate this Contract upon written notice to
the other party if the other party fails substantially to perform in accordance with the terms
of this Contract through no fault of the party terminating the Contract. The notice will
identify the reason(s) for termination and specify the effective date of termination. In the
event of a default by Contractor, City may suspend all payments otherwise due to
Contractor and the City will have no further obligations to Contractor.
Termination for Convenience. The City may terminate this Contract upon not less than
seven (7) days written notice, which shall contain the effective date of termination, to the
Contractor. If this Contract is terminated through no fault of the Contractor, the Contractor
will be compensated for services performed prior to termination in accordance with the
rate of compensation provided in Exhibit B. This payment shall fully satisfy and discharge
the City of all obligations and liabilities owed the Contractor, who shall not be liable for any
anticipated profits or other consequential damages resulting from the termination.
Upon receipt of a termination notice, the Contractor will promptly discontinue all services
affected and deliver to the City all data, drawings, specifications, reports, summaries, and
such other information and materials as the Contractor may have accumulated, prepared,
or obtained in performing this Contract, whether fully or partially completed.
All rights and remedies provided in this Section are not exclusive of any other rights or
remedies that may be available to the City, whether provided by Law, equity, in any other
Contract between the parties or otherwise.
6. Intentionally Left Blank
7. Defective or Unauthorized Work
The City reserves its right to withhold payment from the Contractor for any defective,
unauthorized or incomplete work. Defective, unauthorized or incomplete work includes,
without limitation: work that does not conform to the requirements of this Contract, any
extra work charged for without the City's written approval. If the Contractor is unable, for
any reason, to satisfactorily complete any portion of the work, the City may complete the
work by contract or otherwise, and the Contractor shall be liable to the City for any
additional costs incurred by the City. If the Contractor as part of its work creates
unnecessary or unreasonable impact to the Sites, the contractor shall be responsible for
restoration of the impacted areas at their sole cost and expense plus additional costs that
shall not be charged against this Contract. "Additional costs" shall mean all reasonable
costs, including legal costs and attorney fees, incurred by the City beyond the maximum
Contract price specified above. The City further reserves its right to deduct the cost to
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complete the Contract work, including any additional costs, from any and all amounts due
or to become due the Contractor.
8. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this Contract is in
effect, the Contractor agrees that, notwithstanding such dispute or conflict, the Contractor
will continue to make a good faith effort to cooperate and continue to work toward
successful completion of the delivery of services and its contractual responsibilities.
9. Independent Contractor
The Contractor will perform the services as an independent contractor and will not be
deemed, by virtue of this Contract and performance of its provisions, to have entered into
any partnership, joint venture, employment or other relationship with the City. Nothing in
this Contract creates any contractual relationship between the Contractor's employee,
agent, or subcontractor and the City.
10. Administration of Contract
This Contract will be administered by Nelson Miles, on behalf of the Contractor, and by the
Mayor of the City, or designee, on behalf of the City. Any written notices required by the
terms of this Contract will be served on or mailed to the following addresses:
Josh Arndt Nelson Miles
City of Auburn ORIONES, Inc.
25 West Main St 34004 9th Avenue South, Suite A5
Auburn WA 98001-4998 Federal Way, WA 98003
Phone: 253.931.4011 Phone: 253.952.6717
Email: Jarndt@auburnwa.gov Email: Nmiles@oriones.net
11. Notices
All notices or communications permitted or required to be given under this Contract will be
in writing and will be deemed to have been duly given if delivered in person or sent by
electronic (email) or regular mail, postage prepaid, [by certified mail, return receipt
requested,] and addressed, if to a party of this Contract, to the address for the party set
forth above. Delivery by email where no delivery failure notification has been received will
be deemed to have been one (1) business day after the email was sent. If addressed to a
non-party, the notice will be sent, in the foregoing manner, to the address designated by a
party to this Contract.
Either party may change its address by giving notice in writing to the other party.
12. Insurance
The Contractor will, at its sole expense, procure and maintain for the duration of this
Contract and 30 days thereafter insurance against claims for injuries to persons or
damage to property which may arise from or in connection with the performance of this
Contract by the Contractor, its agents, representatives, or employees.
Contractor's maintenance of insurance as required by the Contract will not be construed to
limit the liability of the Contractor to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or in equity.
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The Service Contractor will obtain insurance of the types described below:
a. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage will be at least as broad as Insurance Services Office (ISO) form
CA 00 01 (Contractor may use a substitute form providing equivalent liability
coverage). Contractor will maintain automobile insurance with minimum combined
single limit for bodily injury and property damage of$1,000,000 per accident.
b. Commercial General Liability insurance will be at least as broad as ISO occurrence
form CG 00 01 and will cover liability arising from premises, operations, stop-gap
independent contractors, products-completed operations, personal injury and
advertising injury, and liability assumed under an insured contract. The City will be
named as an additional insured under the Contractor's Commercial General Liability
insurance policy with respect to the work performed for the City using an additional
insured endorsement at least as broad as ISO Additional Insured endorsement
CG 20 26. Commercial General Liability insurance will be written with limits no less
than $2,000,000 each occurrence, $2,000,000 general aggregate.
c. Worker's Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
d. Professional Liability insurance appropriate to the Contractor's profession with limits no
less than $2,000,000 per claim and $2,000,000 policy aggregate limit.
For Automobile Liability and Commercial General Liability insurance, the policies are to
contain, or be endorsed to contain that Contractor's insurance coverage will be primary
insurance as respects the City. Any insurance, self-insurance, or self-insurance pool
coverage maintained by the City will be excess of the Contractor's insurance and will not
contribute with it.
Insurance is to be placed with an authorized insurer in Washington State. The insurer
must have a current A.M. Best rating of not less than A:V.
The Contractor will furnish the City with original certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of this Contract before
commencement of the work.
The City reserves the right to require that complete, certified copies of all required
insurance policies and/or evidence of all subcontractors' coverage be submitted to the City
at any time. The City may withhold payment if the Contractor does not fully comply with
this request.
If the Contractor maintains higher insurance limits than the minimums shown above, the
City will be insured for the full available limits of Commercial General and Excess or
Umbrella liability maintained by the Contractor, irrespective of whether such limits
maintained by the Contractor are greater than those required by this Contract or whether
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any certificate of insurance furnished to the City evidences limits of liability lower than
those maintained by the Contractor.
The Contractor will provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice. Failure by the Contractor to maintain the
insurance as required will constitute a material breach of this Contract, upon which the
City may, after giving five (5) business days' notice to the Contractor to correct the breach,
immediately terminate the Contract or, at its discretion, procure or renew such insurance
and pay any and all premiums in connection therewith, with any sums so expended to be
repaid to the City on demand, or at the City's sole discretion, offset against funds due the
Contractor from the City.
13. Indemnification/Hold Harmless
Except for injuries and damages caused by the sole negligence of the City, the Contractor
will indemnify and hold the City and its officers, officials, employees, and volunteers
harmless from any and all claims, injuries, damages, losses, or suits of every kind,
including reasonable attorney fees and litigation expenses, to the extent caused by the
negligent acts, errors, or omissions of the Contractor, its employees, agents,
representatives, or subcontractors, including employees, agents, or representatives of its
subcontractors, made in the performance of this Contract, or arising out of worker's
compensation, unemployment compensation, or unemployment disability compensation
claims.
However, should a court of competent jurisdiction determine that this Contract 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 Contractor and the Public Entity, its officers, officials, employees, and volunteers, the
Contractor's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Contractor's negligence.
It is further specifically and expressly understood that this indemnification constitutes the
Contractor'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 will survive the expiration or termination of this Contract.
The provisions of this section were separately and mutually negotiated by the parties.
14. Assignment
Neither party to this Contract will assign any right or obligation hereunder in whole or in
part, without the prior written consent of the other party. No assignment or transfer of any
interest under this Contract will release the assignor from any liability or obligation under
this Contract, or to cause any such liability or obligation to be reduced to a secondary
liability or obligation.
15. Nondiscrimination
The Contractor may not discriminate regarding any services or activities to which this
Contract may apply directly or through contractual, hiring, or other arrangements on the
grounds of race, color, creed, religion, national origin, sex, age, or where there is the
presence of any sensory, mental or physical handicap.
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16. Amendment, Modification and Waiver
No amendment, modification, or waiver of any condition, provision, or term of this Contract
will be valid or of any effect unless made in writing, signed by the party or parties to be
bound, or the party's or parties' duly authorized representative(s) and specifying with
particularity the nature and extent of such amendment, modification or waiver. Any
waiver, approval or acceptance, or payment by any party will not affect or impair that
party's rights arising from any default by the other party.
17. Parties in Interest
This Contract is binding upon, and the benefits and obligations hereto will inure to and
bind, the parties and their respective successors and assigns, although this section will not
be deemed to permit any transfer or assignment otherwise prohibited by this Contract.
This Contract is for the exclusive benefit of the parties and it does not create a contractual
relationship with or exist for the benefit of any third party, including contractors, sub-
contractors and their sureties.
18. Force Maieure
Any delay in the performance of any obligation under this Contract shall be excused, if and
so long as the performance of the obligation is prevented, delayed or otherwise hindered
by any act not within the control of a party such as fire, cyber/ransomware attack,
earthquake, flood, explosion, actions of the elements, riots, mob violence, strikes,
pandemic, lockouts, and emergency orders of the state or federal government.
19. Applicable Law
This Contract and the rights of the parties will be governed by the laws, regulations, and
ordinances of the City, of the State of Washington, and King County. Venue for any action
involving this Contract will be in the county in which the property or project is located, and if
not site specific, then in King County. It is agreed that any applicable statute of limitation
will commence no later than the substantial completion by the Contractor of the services.
20. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Contract are inserted
for convenience of reference only and will not constitute a part of this Contract or act as a
limitation of the scope of the particular paragraph or sections to which they apply. Where
appropriate, the singular will include the plural and vice versa and masculine, feminine and
neuter expressions will be interchangeable. Interpretation or construction of this Contract
will not be affected by any determination as to who is the drafter of this Contract, this
Contract having been drafted by mutual Contract of the parties.
21. Severable Provisions
Each provision of this Contract is intended to be severable. If any provision is illegal or
invalid for any reason, such illegality or invalidity will not affect the validity of the remaining
provisions.
22. Entire Contract
This Contract together with any subsequent amendments or addendums contains the
entire understanding of the parties in respect to the transactions contemplated and
supersedes all prior representations, Contracts and understandings between the parties,
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either oral or written. No other understandings, oral or otherwise, regarding this Contract
shall bind any party.
23. Non-Availability of Funds
Every obligation of the City under this Contract is conditioned upon the availability of funds
appropriated or allocated for the performance of such obligation; and if funds are not
allocated and available for the continuance of this Contract, then this Contract may be
terminated by the City at the end of the period for which funds are available, without the
seven (7) days' notice provided by Section 5. No liability will accrue to the City in the
event this provision is exercised, and the City will not be obligated or liable for any future
payments or damages as a result of termination under this Section.
24. Counterparts
This Contract may be executed in multiple counterparts, each of which will be one and the
same Contract and will become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed
effective the day and year first set forth above.
CITY OF AUBURN ORIONES Inc.
�DocuSigned by: DocuSigned by:
K.� 10/18/2024 I�NiSbin, hltt,S 10/18/2024
� Ftl,yL Ul/ U4/l; oovu l �y�4r�
Nancy Backus, Mayor Nelson IAITes, Proposai Manager
Approved as to Form:
Signed by:
,j1 S a(fN
Jason'NI-a`fen, City Attorney
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EXHIBIT A
Scope of Work
125 E Main: 125 E Main is a 7,250 square-foot, single-story retail building located at 125 E
Main Street in Auburn(King County tax parcel 0489000095). The property was originally built
in 1927 with an effective year built being 1960 and is considered to be in average condition with
pervasive deferred maintenance throughout. The building encompasses the entire property, with
no on-site supportive parking. The exterior generally consists of CMU or brick walls, and a flat,
likely torch-down, roof. The interior likely consists of a large sales floor and back-of-house
storage and employee offices and restrooms. Buyer plans to demo the building once the sale is
completed.
125 Phase I Environmental Site Assessment: The City needs to gain a full understanding of
whether there may be any recognized environmental conditions connected or recognized as
pertaining to the property. At a minimum, the City is expecting the contractor to perform the
following:
• A pre-assessment request and review of available pertinent documents pertaining to any
environmental concerns/conditions that may exist that affect the subject property.
• Review the subject property's historical use, including any historical aerial photographs,
fire insurance maps, topo maps, and city directories.
• Review of environmental regulatory agency information, including acquisition and
review of a regulatory agency database search report for databases and minimum search
distances.
• Review of the city and state agency records for evidence of spills and/or releases.
• Documentation of the physical setting of the subject property.
• A site visit with access to the interior of the subject property.
• Interviews with people knowledgeable about past and current site use and conditions.
• Preparation and submittal of an electronic report documenting the findings of the Phase I
ESA.
125 Regulated Building Materials Survey: As part of the Phase I ESA, the City is requesting a
survey of asbestos-containing materials (ACM) and lead-based paint(LBP) materials to be
completed. The survey must be conducted by an AHERA-accredited building inspector and
completed in accordance with the Washington Administrative Code (WAC) 296-62-07721 and
the Puget Sound Clean Air Agency(PSCAA)regulations. At a minimum, the City is expecting
the contractor or sub-contractors to perform and report the following:
Asbestos-containing materials
• Bulk Sampling of suspect ACM.
• Analysis of suspect ACM by NVLAP accredited laboratory.
• Quantity estimates of ACM.
• Provide a written report including recommendations based on the technician's
observations, abatement(removal) cost estimates, sample descriptions, and sample
locations.
• Statement of Compliance with WAC 296-62-07721 sign-off form.
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Lead-based paint
• Perform direct read testing of suspect painted surfaces.
• Provide a written report including technician's sample descriptions, sample locations, and
analytical results.
2802—2826 Auburn Way N: 2802—2826 Auburn Way N ("2802") is an in-line, single-story
shopping center consisting of nearly 29,000 square feet(King County tax parcel 0001000098).
The property was originally built in 1979 with an effective year built being 1995 and is
considered to be in average condition. The building is surrounded by a surface-level asphalt
parking lot with a total site size of 2.63 acres. The front, west-facing exterior is CMU with
glazed windows and doors. The north, east and south sides of the building are wood-framed
construction with T-111 siding. The roof was recently replaced (within the last two years)with a
membrane material. The property consists of multiple tenants, from restaurants to service
providers, each with their individual interior improvements of varying quality.
2802 Facility Condition Assessment: The City a qualified contractor to perform a
comprehensive Facility Condition Assessment("FCA") of 2802. At a minimum the FCA should
include the following:
• Building systems—An assessment of the condition of the building's systems,
including electrical, plumbing, fire protection systems, and HVAC.
• Structural components—An evaluation of the building's structural components,
including foundation, walls, and columns.
• Interior finishes—An examination of the condition of the interior finishes throughout
the building, including tenant spaces.
• Site and grounds—An assessment of the condition of the site and grounds, including
pavement, landscaping, irrigation, and exterior lighting.
• Building envelope—An inspection of the building envelope, including the roof,
exterior finishes, windows, and doors.
• Regulatory compliance—An evaluation of the building's compliance with life safety
and fire suppression systems, as well as building codes and regulations.
• A list of any life-safety, or other immediate repairs needed.
• Documentation of any deferred maintenance.
• A cost analysis for all repairs.
2802 Phase I Environmental Site Assessment: The City needs to gain a full understanding of
whether there may be any recognized environmental conditions connected or recognized as
pertaining to the property. At a minimum, the City is expecting the contractor to perform the
following:
• A pre-assessment request and review of available pertinent documents pertaining to any
environmental concerns/conditions that may exist that affect the subject property.
• Review the subject property's historical use, including any historical aerial photographs,
fire insurance maps, topo maps, and city directories.
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• Review of environmental regulatory agency information, including acquisition and
review of a regulatory agency database search report for databases and minimum search
distances.
• Review of the city and state agency records for evidence of spills and/or releases.
• Documentation of the physical setting of the subject property.
• A site visit with access to the interior of the subject property.
• Interviews with people knowledgeable about past and current site use and conditions.
• Preparation and submittal of an electronic report documenting the findings of the Phase I
ESA.
2802 Regulated Building Materials Survey: As part of the Phase I ESA, the City is requesting
a survey of asbestos-containing materials (ACM) and lead-based paint(LBP)materials to be
completed. The survey must be conducted by an AHERA-accredited building inspector and
completed in accordance with the Washington Administrative Code (WAC) 296-62-07721 and
the Puget Sound Clean Air Agency (PSCAA)regulations. At a minimum, the City is expecting
the contractor or sub-contractors to perform and report the following:
Asbestos-containing materials
• Bulk Sampling of suspect ACM.
• Analysis of suspect ACM by NVLAP accredited laboratory.
• Quantity estimates of ACM.
• Provide a written report including recommendations based on the technician's
observations, abatement(removal) cost estimates, sample descriptions, and sample
locations.
• Statement of Compliance with WAC 296-62-07721 sign-off form.
Lead-based paint
• Perform direct read testing of suspect painted surfaces.
• Provide a written report including technician's sample descriptions, sample locations, and
analytical results.
Delivery: Each Contractor will be expected to deliver an electronic report for each scope of
work no later than November 20, 2024.
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EXHIBIT B
Compensation & Payment Terms
Bid Table
Scope of Work T Unit Unit Bid
125E Main
Phase I Environmental Site Assessment Lump Sum $3,865
Regulated Building Materials Survey I, Lump Sum I $1,775
Can you deliver these reports to the City Win
30 calendar days of contract execution or Circle One Yes
commencing work?
125 E Main Sub Total $5,640
2802—2826 Auburn Way N
Facility Condition Assessment Lump Sum $5,040
Phase I Environmental Site Assessment 1 Lump Sum $3,865
Regulated Building Materials Survey Lump Sum $2,215
Can you deliver these reports to the City Win
30 calendar days of contract execution or Circle One Yes
commencing work?
2802—2826 Auburn Way N Sub Total S11,120
CONTRACT TOTAL] TOTAL SUM S16,760
Payment Terms:
• Upon acceptance of each scope of work report, the Contractor shall submit
an invoice in the amount bid for that work. Following receipt and approval
of the invoice, the City shall include payment for the invoice in the next
available check run.
Example: Following delivery and acceptance by the City of 125 E Main,Phase I
Environmental Site Assessment—Invoice City for$3,865.
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