Wye Track PSA/NewFields & SOW 1, 2PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 24 day of July 12024 ,
by and between the CITY OF KALISPELL, MONTANA, a municipal corporation organized
and existing under the laws of the State of Montana, 201 First Avenue East, Kalispell, Montana
59901, hereinafter referred to as "City," and NewFields Companies, LLC
, hereinafter referred to as "Consultant."
In consideration of the mutual covenants and agreements herein contained, the receipt
and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to hire Consultant as an independent contractor to perform
for City services described in the Scope of Services attached hereto as Exhibit "A" and by this
reference made a part hereof.
2. Effective Date: This Agreement is effective upon the date of its execution and
will terminate on the 31 day of October 12024
3. Scope of Work: Consultant will perform the work and provide the services in
accordance with the requirements of the Scope of Services.
4. Payment: City agrees to pay Consultant $27,751 Dollars
($ $27,751 } for services performed pursuant to the Scope of Services. Any alteration or
deviation from the described work that involves extra costs will be performed by Consultant after
written request by the City, and will become an extra charge over and above the contract amount.
The parties must agree upon any extra charges in writing.
5. Independent Contractor Status: The parties agree that Consultant is an
independent contractor for purposes of this Agreement and is not to be considered an employee
of the City for any purpose. Consultant is not subject to the terms and provisions of the City's
personnel policies handbook and may not be considered a City employee for workers'
compensation or any other purpose. Consultant is not authorized to represent the City or
otherwise bind the City in any dealings between Consultant and any third parties.
Consultant shall comply with the applicable requirements of the Workers' Compensation
Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39,
Chapter 71, MCA. Consultant shall maintain workers' compensation coverage for all members
and employees of Consultant's business, except for those members who are exempted by law.
Consultant shall furnish the City with copies showing one of the following: (1) a binder
for workers' compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or (2) proof of exemption from workers'
compensation granted by law for independent contractors.
1 I
Professional Services Agreement
6. In_demnit_y and Insurance: For other than professional services rendered, to the fullest
extent permitted by law, Consultant agrees to defend, indemnify, and hold the City harmless
against claims, demands, suits, damages, losses, and expenses connected therewith that may be
asserted or claimed against, recovered from or suffered by the City by reason of any injury or
loss, including but not limited to, personal injury, including bodily injury or death, property
damage, occasioned by, growing out of, or in any way arising or resulting from any intentional
or negligent act on the part of Consultant or Consultant's agents or employees.
For the professional services rendered, to the fullest extent permitted by law, Consultant
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses,
and expenses, including reasonable defense attorney fees, to the extent caused by the negligence
or willful misconduct of the Consultant or Consultant's agents or employees.
For this purpose, Consultant shall provide City with proof of Consultant's liability
insurance issued by a reliable company or companies for personal injury and property damage in
amounts not less than as follows:
• Workers' Compensation - statutory
• Employers' Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate
• Automobile Liability - $1,000,000 property damagelbodily injury; $2,000,000 annual
aggregate
• Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate
The City shall be included or named as an additional or named insured on the
Commercial General and Automobile Liability policies. The insurance must be in a form
suitable to City.
7. Professional Service: Consultant agrees that all services and work performed
hereunder will be accomplished in a professional manner.
8. Compliance with Laws: Consultant agrees to comply with all federal, state and
local laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of
the Montana Safety Act in Title 50, Chapter 71, MCA.
9. Nondiscrimination: Consultant agrees that all hiring by Consultant of persons
performing this Agreement will be on the basis of merit and qualification and will not
discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status,
physical or mental disability, or national origin.
2 Professional Services Agreement
10. Default and Termination: If either party fails to comply with any condition of
this Agreement at the time or in the manner provided for, the other party, at its option, may
terminate this Agreement and be released from all obligations if the default is not cured within
ten ( 10) days after written notice is provided to the defaulting party. Said notice shall set forth
the items to be cured. Additionally, the non -defaulting party may bring suit for damages,
specific performance, and any other remedy provided by law. These remedies are cumulative
and not exclusive. Use of one remedy does not preclude use of the others. Notices shall be
provided in writing and hand -delivered or mailed to the parties at the addresses set forth in the
first paragraph of this Agreement.
11. Modification and Assignability: This document contains the entire agreement
between the parties and no statements, promises or inducements made by either party or agents
of either party, which are not contained in this written Agreement, may be considered valid or
binding. This Agreement may not be enlarged, modified or altered except by written agreement
signed by both parties hereto. The Consultant may not subcontract or assign Consultant's rights,
including the right to compensation or duties arising hereunder, without the prior written consent
of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this
Agreement.
12. Ownership and Publication of Materials: All reports, information, data, and
other materials prepared by the Consultant pursuant to this Agreement are the property of the
City. The City has the exclusive and unrestricted authority to release, publish or otherwise use,
in whole or part, information relating thereto. Any re -use without written verification or
adaptation by the Consultant for the specific purpose intended will be at the City's sole risk and
without liability or legal exposure to the Consultant. No material produced in whole or in part
under this Agreement may be copyrighted or patented in the United States or in any other
country without the prior written approval of the City.
13. Liaison: City's designated liaison with Consultant is Jarod Nygren
and Consultant's designated liaison with City is Levi McKay
14. Applicability: This Agreement and any extensions hereof shall be governed and
construed in accordance with the laws of the State of Montana.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
CITY OF KALISPELL, MONTANA
Marjorie Hall
CONSULTANT (Type Name Above)
By By Marjorie
I Mgilally signed by Madorle Hall
H a I Date: 2024 07.25 09:45:31-04'00'
Doug Ru 11, City Mana ear l� Name & Title: Authorized Representative
��l�r r r1 �t-zlrt � ct r• �(1 Ole_ r—
Professional Services Agreement
Statement of Work #01
Statement of Work Date: May 10, 2024
This Statement of Work ("SOW") is entered into subject and pursuant to the Client Services Agreement entered into
BETWEEN: NewFields Companies, LLC, a Delaware limited liability company ("NewFields")
AND: City of Kalispell, Montana ("Client")
Scope of Services: Phase I Environmental Site Assessment (ESA) Update
Wye Track Property (5 parcels, approximately 12.7 acres)
South Meridian Road and US Highway 93 Alternate, Kalispell, Montana
NewFields will update the Phase I Environmental Site Assessment (ESA) for the subject property. NewFields wrote the initial Phase I
ESA report in July 2023 and revised the report in August 2023 based on comments from the Montana Department of Environmental
Quality. As specified in ASTM Standard E1527-21 for the Phase I ESA process, NewFields will update the following elements of the
ESA:
• Interview people familiar with the property. For the previous report, NewFields interviewed two City personnel.
• Search for environmental cleanup liens.
• Review federal, tribal, state, and local government records.
• Perform visual inspection of the property and adjoining properties.
• Provide certification statement from personnel who meet the ASTM definition of Environmental Professional.
Time Period: May 10, 2024 through May 31, 2024
Deliverables: Phase I ESA Update report before close of business on May 31, 2024
Compensation: NewFields will complete these services for a lump sum cost of $3,000.
To accept this SOW, please sign below and email the executed SOW to Wilhelm Welzenbach, wwelzenbach@newfields.com.
NewFields Companies, LLC City of Kalispell
Signature: Signature:
Printed Name: Rvan Baker Printed Name:
Title: CEO Title:
Page 1 of 1
Statement of Work #02
Statement of Work Date: July 19, 2024
This Statement of Work ("SOW") is entered into subject and pursuant to the Client Services Agreement entered into
BETWEEN: NewFields Companies, LLC, a Delaware limited liability company ("NewFields")
AND: City of Kalispell, Montana ("Client")
Scope of Services: Phase II Environmental Site Assessment (ESA)
Wye Track Property (5 parcels, approximately 12.7 acres)
South Meridian Road and US Highway 93 Alternate, Kalispell, Montana
NewFields will complete a Phase II Environmental Site Assessment (ESA) for the subject property. NewFields completed a Phase I
ESA report update in May 2024. The Phase II ESA will include the tasks listed below. A detailed description of the scope of work is
included in Attachment A.
Task 1: Prepare a Sampling and Analysis Plan (SAP) to be submitted and approved by the Client and BNSF.
Task 2: Implement Phase II ESA to investigate potential surface soil contamination.
Task 3: Prepare a Report of Findings summarizing the assessment methods and results.
Task 4: Project management to coordinate with Client, regulators, and subcontractors.
Time Period: July 19, 2024 through October 31, 2024
Deliverables:
Task 1: SAP submitted to Client three weeks following approval (anticipated August 9, 2024).
Task 2: Phase It ESA field work completed by August 23, 2024, pending approval of SAP (no deliverables).
Task 3: Phase II ESA Report of Findings submitted two weeks after receipt of analytical results (anticipated September 27,
2024).
Task 4: Invoicing and monthly budget updates submitted via email.
Compensation: NewFields will complete these services on a time and materials basis. The total estimated costs to complete the work
is $27,751. A copy of the cost estimate is provided as Attachment B.
To accept this SOW, please sign below and email the executed SOW to Wilhelm Welzenbach, wwelzenbach@newfelds.com.
NewFields Companies, LLC
Signature:
Printed Name:
Title:
Marjorie Hall
c-1 A Authorized representative
City of Kalispell
Signature:
Printed Name:
Title:
pdt e 1 1,11' 1
Attachment A: Scope of Work
Wye Track Property Phase II ESA
Kalispell, Montana
July 19, 2024
Task 1: Sampling and Analysis Plan
Prior to completing fieldwork, NewFields will write a Sampling & Analysis Plan (SAP). The SAP will identify
the proposed sampling locations, sampling procedures, and laboratory tests. The SAP will include a Health
& Safety Plan (HASP) that describes the safety measures that will be employed during the assessment to
protect workers and property. We will prepare a draft for review by the City and BNSF, and will respond
to comments to produce a final document.
Task 2: Phase II Environmental Site Assessment
NewFields will hire a direct -push drilling contractor to advance 15 soil borings to 3 feet under and adjacent
to the rail line. One soil sample will be collected from 1-2 feet below ground surface in each boring. If
field evidence of contamination is present below 2 feet bgs, the soil boring may be extended and one
sample would be collected from the bottom of the boring. Soil samples will be submitted to a laboratory
for analysis of volatile petroleum hydrocarbons (VPH), extractable petroleum hydrocarbon (EPH) screen,
and Resource Conservation and Recovery Act (RCRA) metals including arsenic, barium, cadmium, lead,
selenium, silver, and mercury. Locations for each boring will be recording using a GPS and photo
documented.
Task 3: Report of Findings
NewFields will prepare a Phase II Report of Findings summarizing the investigation methods and results.
The report will compare the soil data to risk -based screening levels, and will evaluate the severity and
extent of contaminant impacts on the property.
Task 4: Project Management
NewFields will coordinate with the city to acquire property access through the current owner, BNSF, and
will coordinate subcontractors (driller and laboratory) with field personnel. This estimate excludes training
or permitting that may be needed to enter and drill on BNSF property. Project management duties include
phone and online meetings as -needed, weekly status summaries provided via e-mail, and monthly budget
tracking.
Attachment A - Scope of Work Page I
ATTACHMENT B: COST ESTIMATE
Wye Track Property, Phase II Environmental Site Assessment
Kalispell, Montana
July 19, 2024
TASK QUANTITY UNIT RATE TOTAL
Task 1: Sampling and Analysis Plan
Labor
Principal
4
hours
$160
$640
Project Scientist
8
hours
$130
$1,040
Staff Scientist
25
hours
$100
$2,500
GIS Analyst
4
hours
$90
S360
Administrative Assistant
2
hours
$65
$130
Total Task 1
$4,670
Task 2: Stttface Soil Investigation
Labor
Staff Scientist (preparation, mobilization, demobilization)
11
hours
$100
$1,100
Staff Scientist (sampling oversight)
12
hours
$100
$1200
Labor
$2,300
Direct Costs
Driller
Mobilization
1
lumpsum
$4500
$4,500
Direct Push Drilling: Shallow Soil Borings
50
feet
$30
$1,500
Bentonite(backfill)
15
each
$10
S150
Driller Lodging and Food
2
day
$275
$55o
Laboratory Analysis of Soil Samples (including galgc)
VPH
15
each
$95
$1,425
EPH Screen
EPH fractions
15
5
each
each
$65
$110
$975
$550
RCRA Metals
15
each
$95
$1,425
Field Duplicates
1
each
S365
$365
Equipment Rinse Blank
I
each
$95
$95
Trip Blank
I
each
$95
$95
Photo -Ionization Detector
1
day
$70
$70
GPS Unit
1
day
$85
585
Field Truck (including fuel)
2
day
$125
$250
Scientist Lodging and Food
I
day
$275
$275
Scientist Per Diem
2
day
$48
$%
Misc. Sampling Equipment
1
lump sum
$100
$100
Direct Costs
$12,506
Total Task 2
$14,806
Task 3: Repotting of Findings
Labor
Principal
4
hours
$160
$640
Project Scientist
10
hours
$130
$1,300
Staff Scientist
30
hours
$100
$3,000
GIS Analyst
4
hours
$90
$360
Administrative Assistant
3
hours
$65
$195
Total Task 3
$5,495
Task 4: Project Management
Labor
Principal
6
hc.urs
$160
$960
Project Scientist
12
hours
$130
$1,560
Administrative Assistant
4
hours
$65
$260
Total Task 4
$2,780
TOTAL ESTIMATED COSTS
$27,751
Notes:
Estimate assumes City of Kaltspell will coordinate access with BNSF. e ■ NewFields