HomeMy WebLinkAboutC-3739 - Consulting services re: the possible transfer of the Coyote Canyon Landfill from The Irvine Companyi
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PROFESSIONAL SERVICES AGREEMENT
APPROVED BY WORK AUTHORIZATION
This PROFESSIONAL SERVICES AGREEMENT (the "Agreement ") is made as of March 21, 2005, by
and between the City of Newport Beach (hereinafter referred to as the "Client") and ARCADIS G &M, Inc.,
a Delaware corporation (hereinafter referred to as "ARCADIS "), jointly referred to as the "Parties." The
Parities recognize and agree that Client is retaining Arcadis by and through its special counsel, Rutan &
Tucker, LLP, and in accordance with the terms and conditions of this Agreement and that retention letter
provided by Rutan & Tucker, LLP to ARCADIS, and dated March 21, 2005, the terms of which are
incorporated herein.
ARCADIS represents that it is knowledgeable and experienced in providing professional technical,
engineering and consulting services; and
The Client desires to have ARCADIS perform such professional services pursuant to and more particularly
described in the General Scope of Work and/or approved Work Authorizations.
NOW THEREFORE, in consideration of the mutual covenants and promises and other good and valuable
consideration contained herein, the receipt and adequacy of which are hereby acknowledged, the Parties
agree as follows:
1. Services To Be Performed
ARCADIS agrees to diligently and professionally perform professional consulting services and produce all
of the deliverables, described in this Agreement and ARCADIS' proposal dated March 21, 2005, which is
specifically incorporated by reference and all exhibits hereto, for the proper completion of the General Scope
of Services described in Exhibit A.
Services performed under this Agreement may also be detailed in and determined by Work Authorizations
approved by the Client and ARCADIS in the form attached hereto as Attachment 1, which shall constitute a
part of this Agreement.
ARCADIS shall have no obligation to commence the Services as stipulated in this Agreement and/or any
associated Work Authorization until both this Agreement and the applicable Work Authorization are fully
executed and delivered to ARCADIS. Any schedule requirements applicable to ARCADIS Services will be
set forth in Exhibit A. Services shall include all the work necessary to perform the work described in the
Work Authorization and this Agreement.
ARCADIS shall faithfully perform the Services required under this Agreement in accordance with standard
of care, skill, training, diligence and judgment provided by competent professionals who perform work of a
similar nature to the work described in this Agreement and any Work Authorization.
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2. Payment for Services
Client agrees to pay for the Services performed by ARCADIS in accordance with this Agreement and any
approved Work Authorization. Payment for Services are set forth and shall be subject to the ARCADIS
standard invoicing practices in the attached Exhibit B, which is incorporated herein. Payment Terms shall
specify Lump Sum Fees, Hourly Billing Rates, and Reimbursable Expenses, and provide for the suspension
of work, and attorneys' fees, in the event that payments are not made by the Client.
3. Term of Agreement
This Agreement will be effective upon the date a fully executed copy of this Agreement is delivered to
ARCADIS or ARCADIS is authorized by Client to begin work Unless terminated, this Agreement shall
remain in effect until the scope of services defined in any Work Authorization has been fully performed.
Upon completion of the Services and payment, this Agreement may be terminated by either Party.
4. Changes in the Work
At any time after execution of this Agreement, Client may order changes in ARCADIS Services consisting
of additions, deletions, and revisions within the general scope of services being performed by ARCADIS
under this Agreement and/or any applicable Work Authorizations. Whenever a change in the scope and/or
time for performance of services occurs, or if Client has notified ARCADIS of a change, ARCADIS shall
submit to Client within a reasonable time an estimate of the changes in cost and/or schedule, with supporting
calculations and pricing. Pricing shall be in accordance with the pricing structure of this Agreement.
Notwithstanding the above, Client may direct ARCADIS in writing to perform the change prior to approval
of price and schedule adjustments by Client. If so directed, ARCADIS shall not suspend performance of this
Agreement during the review and negotiation of such change, as long as the change is a reasonably
foreseeable alteration of the Services originally contemplated. In the event Client and ARCADIS are unable
to reach agreement regarding changes in price and/or time associated with a change order, the matter shall be
submitted to mediation as provided in Paragraph 15 of this Agreement.
5. Termination of Agreement
Termination for Convenience. Either Party may terminate this Agreement and any associated Work
Authorizations without cause and/or for convenience after giving five (5) days' written notice to the other
Party. However, ARCADIS shall not have the right to terminate this Agreement, without cause, prior to
completion by ARCADIS of all Services required under the Agreement or any outstanding Work
Authorizations. In the event Client terminates ARCADIS services without cause and/or for Client's
convenience, Client shall be liable to promptly pay ARCADIS for all work performed through the date of
termination, all of ARCADIS expenses directly attributable to the termination, including fair and reasonable
sums for overhead and profit for work performed, and costs incurred by ARCADIS in terminating any
contracts entered into in connection with the performance of its Services.
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Termination for Cause. Either Party may terminate this Agreement for cause. Terniination for cause
shall be by written "Termination Notice" from the terminating Party, delivered to the defaulting Party at
least thirty (30) days prior to the proposed "Termination Date." The defaulting Party shall have thirty (30)
days from receipt of the Termination Notice within which to cure the alleged default, or the Termination
Date shall be reasonably extended if the cure requires a period of time in excess of thirty days so long as the
defaulting Party has undertaken such reasonably diligent efforts to cure such default. Any termination for
cause shall be without prejudice to any claims that either Party may have against the other Party, its agents or
subcontractors.
6. Conflict of Interest
ARCADIS shall not perform, or enter into any agreement for, services for any other person, corporation or
entity, except with prior written consent of Client, if, in the sole discretion of ARCADIS, the performance of
the services could result in a conflict with ARCADIS obligations under this Agreement. ARCADIS
represents that it has reasonably evaluated potential conflicts and has disclosed to Client in writing any prior
or existing relationships which present, or could appear to present, a conflict with the Services to be
performed.
7. Use of Documents
All documents provided by ARCADIS pursuant to this Agreement are instruments of service of ARCADIS,
and ARCADIS shall retain an ownership and property interest therein (including the right of reuse) until
Client has made full payment to ARCADIS for such documents pursuant to this Agreement. All documents
generated by ARCADIS pursuant to this Agreement are not intended or represented to be suitable for reuse
by Client or others on any other project, or other purposes other than that for which the same were created.
Client agrees not to reuse said reports or materials on any other project, or for any other purpose other than
that for which they were created, without the prior written consent of Consultant. Reuse of said reports or
other material by Client for any other purpose or on other projects without written permission or adaptation
by Consultant for the specific purposed then intended shall be at the Client's and user's sole risk, without
liability on Consultant's part, and Client agrees to indemnify and hold harmless Consultant from all claims,
damages and expenses, including attorneys' fees, arising out of such unauthorized reuse by Client.
8. Record Retention
Any and all files, data, records, reports and other information or work product generated in connection with
or related to ARCADIS Services, shall be retained and stored by ARCADIS in hard copy and/or electronic
form for a period of three (3) years from the completion of Services or such other period as specified by the
Client. If Client decides to retain said records, it must notify ARCADIS no later than thirty (30) days prior
to the expiration of the period. Any additional expense of retaining documents or transfer of documents to
Client at the end of such three (3) year period will be at Client's expense. Provided however, that this
provision shall not apply to drafts of plans, specifications, drawings or reports that shall be destroyed
immediately upon being superceded in the project.
ff- O N-MIA M
9. Proprietary Rights of ARCADIS
Client acknowledges that ARCADIS has developed systems, processes, apparatus, analytical tools and
methods which are proprietary to ARCADIS and which are used in its business. Such systems, processes,
apparatus, analytical tools and methods, including software, patents, copyrights and other intellectual
property, and all derivations, enhancements or modifications thereof made by ARCADIS, including those as
a result of work performed by ARCADIS for Client hereunder ( "hitellectual Property"), shall be and remain
the property of ARCADIS. This Agreement shall not confer any grant of a license to any such Intellectual
Property of ARCADIS, or right of use by the Client independently or other Client contractors.
10. Indemnification
ARCADIS shall indemnify, defend and hold harmless Client, its directors, officers, employees, shareholders
and affiliates from and against any and all liabilities, losses, damages, costs and expenses (including
attorneys' fees and court costs) which Client and its directors, officers, employees and agents hereafter may
suffer in connection with any claim, demand, action or right of action (whether at law or in equity) brought
or asserted by any third party because of any personal injury (including death) or property damage to the
extent caused as a result of negligent acts, errors, omissions, or willful misconduct on the part of ARCADIS.
ARCADIS shall not be liable to the extent that any liability, loss, damage, cost, and expense results from an
act or omission, negligence or willful misconduct by Client or its directors, officers, employees or agents, or
by any other person or entity not acting on ARCADIS' behalf or under ARCADIS' right of direction or
control.
The Parties shall at all times remain entirely responsible for the results and consequences of their own
negligence and agree to indemnify and hold harmless the other Party from and against any and all claims,
losses, damages, costs and expenses, including attorney's fees, which may arise or result from such Party's
negligence.
11. Limitation of Liability
The total liability, in the aggregate, of ARCADIS and its directors, officers, employees, agents, associates or
subcontractors, and any of them, to Client or anyone claiming by, under or through the Client, for any and all
injuries, claims, losses, expenses, including attorneys' fees, expert fees or court costs and damages
whatsoever arising out of or in any way related to ARCADIS Services under this Agreement, from any cause
or causes whatsoever, including but not limited to, negligent acts or omissions, professional negligence,
breach of contract, strict liability, errors or omissions of ARCADIS, or the employees, directors, officers,
agents, associates or subcontractors of ARCADIS, or any of them, will be limited to ten million dollars
($10,000,000).
ARCADIS agrees to correct, at its own expense, any services provided under this Agreement that do not
conform to the standard of care hereunder for a period of one year following the completion of services. No
other guarantee or warranty, express or implied, is intended by this Agreement.
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12. Insurance
ARCADIS shall maintain for the term of this Agreement insurance policies covering:
Worker's Compensation and Employer's Liability insurance, statutory limits.
Comprehensive General Liability insurance, a total of $1,000,000 each occurrence and $2,000,000
in aggregate.
Comprehensive Automobile Liability insurance, a total of $1,000,000 each occurrence and
$2,000,000 in aggregate.
Professional errors and omissions insurance with a per claim limit of not less than $1,000,000.
13. Confidentiality
The Services are undertaken as an integral and necessary part of Client's activities at the Site. In order to
protect the Client's confidential and proprietary commercial and financial information, any documents,
records, data or communications provided by Client or produced by ARCADIS for Client shall be treated as
confidential and proprietary. Such information shall not be disclosed to any third party, unless necessary to
perform the Services, hereunder. Information will not be considered confidential if: (i) the information is
required to be disclosed as a part of the Services, hereunder; (ii) the information is in the public domain
through no action of ARCADIS in breach of the Agreement; (iii) information is independently developed by
ARCADIS; (iv) the information is acquired by ARCADIS from a third party not delivered to ARCADIS in
breach of any known confidentiality agreements; or (v) disclosure is required by law, court order or
subpoena. In the event ARCADIS believes that it is required by law to reveal or disclose any information,
prior to disclosure or production ARCADIS shall first notify Client in writing.
14. Notices
All notices required or permitted hereunder shall be in writing and shall be served on the Parties at the
following address:
ARCADIS:
ARCADIS G &M, Inc.
1400 N. Harbor Blvd., Suite 700
Fullerton, CA 92835
Attn: Mr. Greg Fiol
Client:
City of Newport Beach
3300 Newport Blvd
Newport Beach, CA 92658 -8915
Attn: Robin Clauson, Esq.
Any such notices shall be either: (i) sent by certified mail, return receipt requested, in which case notice shall
be deemed delivered three business days after deposit, postage prepaid in the U.S. Mail; (ii) sent by
overnight delivery using a nationally recognized overnight courier, in which case it shall be deemed
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delivered one business day after deposit with such courier; or (iii) sent by personal delivery. The above
addresses may be changed by written notice to the other Party; provided, however, that no notice of a change
of address shall be effective until actual receipt of such notice. Copies of notices are for informational
purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give
notice.
15. Mediation
If any dispute arises out of or relates to this Agreement, or the breach thereof, and the dispute cannot be
settled through direct discussions by the representatives of the Parties, the Parties agree then to submit the
matter to mediation under the Construction Industry Mediation Rules of the American Arbitration
Association before having recourse to a judicial forum. No written or oral representation made during the
course of any settlement negotiations or mediation shall be deemed a party admission.
16. General Provisions
Special Conditions. The Client and ARCADIS agree that the SPECL4,L AND TECIINICAL
CONDITIONS, attached hereto as Exhibit C and incorporated herein by reference, are expressly made a
part of this Agreement and all Work Authorizations approved by the Client and ARCADIS.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to
the Services, and supersedes all prior negotiations, representations or agreements relating thereto, written or
oral, except to the extent they are expressly incorporated herein. Unless otherwise provided for herein, no
amendments, changes, alterations or modifications of this Agreement shall be effective unless in writing,
executed by Client and ARCADIS. There are no third party rights or benefits under this Agreement.
No Third Party Beneficiaries. The enforcement of the terms and conditions of this Agreement and all
rights of action relating to such enforcement, shall be strictly reserved to the Client and ARCADIS, and
nothing contained in this Agreement shall give or allow any such claim or right of action by any other or
third person on such Agreement. It is the express intention of the Client and ARCADIS that sub consultants
and any other person other than the Client or ARCADIS receiving any benefits from this Agreement shall be
deemed to be incidental beneficiaries only.
Force Majeure. Except for the payment of money for Services already completed, each Party shall not be
liable to the other for failure to perform its obligations hereunder if and to the extent that such failure to
perform is caused by or results from causes beyond its control, including without limitation, strikes,
lockouts, or other industrial disturbances, civil disturbances, fires, acts of God, acts of a public enemy, acts
or omissions of subcontractors, compliance with any regulations, orders or requirements of any
governmental body or agency, or inability to obtain transportation or necessary materials in the open market.
Severability and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is
reasonable and possible, the remainder of this Agreement shall be deemed valid and operative, and effect
shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either Party
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to enforce against the other Party any term or provision of this Agreement shall be deemed not to be a waiver
of such Party's right to enforce against the other Party the same or any other such term or provision.
Governing Law. The laws of the State in which the Site is located shall govern this Agreement and the
legal relations of the Parties.
Compliance with Law. ARCADIS and Client will use reasonable care to comply with applicable laws in
effect at the time the Services are performed hereunder, which to the best of their knowledge, information
and belief, apply to their respective obligations under this Agreement. Client shall cooperate with ARCADIS
in obtaining any permits or licenses required for the performance of the Services.
Headings. Headings of particular paragraphs are inserted only for convenience and are in no way to be
construed as a part of this Agreement or as a limitation of the scope of the paragraphs to which they refer.
IN WITNESS THEREOF, the Parties have caused this Agreement to be executed on the day and year first
set forth above.
City of Newp t Beach
By:
Title: /17-
/ /y�f')f'L�
Date: / D3
Zo Vm ED AS TO FO
ey
R &T Doc. 584613 v. 5
ARCADIS G &M, Inc.
By:^ f %rte �ItC.Cti
Al staire Callender
Title: Area
Date: March 28. 2005
AT TFMST : 'n)
IUY LaY n e Ha k ess,
City erk
9
Exhibit A - Ueneral Scope of VvorK
1 � �
Infrastructure, buildings, environment, communications
ARCADIS GBM, Inc.
1400 No. Harbor Boulevard
Suite 700
Fullerton
California 92835 -4127
Tel 714.278.0992
Fax 714.278.0051
Ms. Robin Clauson
w .arcadis- us.com
City Attorney
City of Newport Beach
Newport Beach, California 92658 -8915
ENVIRONMENTAL
Subleot:
Scope and Costs Estimate for Environmental Consulting Services
Due Diligence for Possible Acquisition of Coyote Canyon Landfill
City of Newport Beach, California
Date:
March 21, 2005
Dear Ms. Clauson:
Como:
ARCADIS G &M, Inc. ( ARCADIS) is pleased to provide you with this scope of work
Greg Fiol
and cost estimate for environmental consulting services associated with the Coyote
Canyon Landfill (site)- It is our understanding that the City of Newport Beach is
Phone:
considering taking Title of the site from The Irvine Company (TIC) and is requesting
Ext. 3027
assistance in evaluating the potential rights and liabilities associated with the
acquisition.
Email:
gfiol @arcadis- us.com
ARCADIS has prepared this cost estimate after reviewing the Revised Scope of Work
for Environmental Consulting Services —Due Diligence for Possible Acquisition of
Ourrer:
Coyote Landfill, City of Newport Beach, Dated February 22, 2005, prepared by
52Proposa100
Rutan & Tucker, LLP, and after meeting with Rutan & Tucker, SCS Engineers, and
Mr. Bob Burnham on March 2, 2005.
Detailed below is a brief description of each task associated with this cost estimate:
Phase I Environmental Site Assessment
ARCADIS will prepare a Phase I Environmental Site Assessment of the Landfill, in
accordance with the American Society of Testing and Materials (ASTM) Guidance
E1527 -00, including but not limited to a visual inspection of the property and
surrounding areas, an evaluation of the historical uses and operations conducted on
the property, as well as a regulatory database review, and other requirements, all in
accordance with the ASTM Guidance requirements.
This proposal and its contents shall not be duplicated, used, or disclosed —in whole or in part—for any
purpose other than to evaluate the proposal. This proposal is not intended to be binding or form the terms of a
contract. The scope and price of this proposal will be superseded by the contract. If this proposal is accepted
and a contract is awarded to ARCADIS as a result of�—or in connection with --the submission of this proposal,
ARCADIS and /or the client shall have the right to make appropriate revisions of Its terms, including scope and
price, for purposes of the contract. Further, client shall have the right to duplicate, use, or disclose the data
contained in this proposal only to the extent provided in the resulting contract.
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ARCADIS Ms. Robin Clauson
March 21, 2005
Results of the Phase I Assessment will be documented in a Phase I Environmental
Site Assessment Report for the City's review.
Health Risk Assessment
ARCADIS will prepare a Human Health Risk Assessment (HHRA) for the site. The
HHRA will include an assessment of the risks to human health and safety resulting
from the existence of methane gas and its constituents, and other possible gases and
emissions from the landfill, including from the existing co- generation plant and
VOCs from groundwater.
• The HHRA will evaluate the potential risk to:
- Workers or visitors to the site;
- On -site construction workers;
- Passersby's; and
- Individuals working or residing within the vicinity of the landfill.
Upon completion of an initial review of available relevant documents to the HHRA,
ARCADIS will prepare a HHRA Report that documents the procedures, calculations,
results, and conclusions of the HHRA. Should additional soil, vapor, or groundwater
testing or monitoring be required to complete the HHRA, ARCADIS will prepare a
separate cost estimate to complete the required scope.
Conduct an Assessment of an Evaluation of the Landfill, and the
Effectiveness of the Closure and Post - Closure Plans, Including the Gas
Recovery System, the Groundwater Monitoring and Extraction System,
and the Condensate and Leachate Systems
ARCADIS will evaluate the present condition of the Landfill, including the adequacy
of the landfill gas monitoring and recovery system, the groundwater monitoring
system, the groundwater extraction system, and the existing condensate and leachate
systems, and as well as the surface water drainage system on the site. The analysis
will include:
A review and summary of the existing regulatory status of the landfill and
prior monitoring data and sampling results;
Use or disclosure of information contained on this sheet is subject to the restriction and disclaimer located
on the first page of this document.
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ARCADIS Ms. Robin Clauson
March 21, 2005
• A review of whether the landfill is being maintained in accordance with
regulatory requirements, (e.g., the Closure and Post - Closure Plans, the Solid
Waste Facility Permit, the Waste Discharge Requirements, existing NPDES
Permits and other relevant permits or regulatory requirements) and will
identify those aspects of the existing systems or Post - Closure activities not in
compliance with regulatory requirements governing the Landfill;
• An evaluation of the need for modifications to the existing systems, and/or the
Post - Closure Plan, even if not required by an existing regulatory regulation,
which may be prudent in light of existing residential uses adjacent to and in the
vicinity of the Landfill, and in light of potential concerns over long -term
liability associated with ownership of the landfill;
• An evaluation of the need for additional monitoring of the landfill gas, and the
likely need to perform further "corrective action" because of landfill gas
migration; and
• An evaluation of the extent of and migration of groundwater contamination on
and off -site, and the likely need to further assess and/or remediate any such
contamination.
To accomplish these reviews and evaluations ARCADIS will perform the following
tasks:
• Identify the available data from regulatory agencies and/or operators of the
site including design plans, as -built plans, reports, permit conditions, and
monitoring data
• Review the data to familiarize with the project and identify potential issues
regarding the evaluation items above.
• Conduct a site visit by a senior solid waste engineer to review components of
the landfill.
After completion of this evaluation, ARCADIS will submit results to SCS Engineers
to be peer - reviewed. Following the peer review process, ARCADIS will submit a
report to the City summarizing the evaluation process and conclusions.
If additional information is deemed necessary in order to complete the evaluation,
ARCADIS will prepare a separate cost estimate to perform this scope of work.
Use or disclosure of information contained on this sheet is subject to the restriction and disclaimer located
on the first page of this document.
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ARCADIS
Peer - Review of SCS Engineers Operational Evaluation of Landfill
ARCADIS will coordinate with SCS Engineers regarding gas issues at the landfill.
This will include a teleconference between ARCADIS and SCS Engineers to discuss
projected life of the Co- generation Plant and potential long term monitoring and
maintenance issues.
The purpose of this discussion will be to identify the relative viewpoints of the two
consultants regarding this issue and to appropriately consider these viewpoints in the
reports being produced. In addition, ARCADIS will conduct a peer review of the
report prepared by SCS Engineers evaluating the costs of operating the Landfill, with
and without the existing Co- generation Plant Operator, GRS.
Pricing
Based on the scope of work, defined above, ARCADIS estimates that these tasks can
be completed for an estimated amount of $102,500. All work will be billed on a
time - and - materials basis in accordance with the terms of the Professional Services
Agreement (PSA), dated March 21, 2005, between ARCADIS and the City of
Newport Beach. Should additional tasks be required in order to complete this scope
of work, ARCADIS will complete the additional tasks on a time- and - materials basis
using the fee schedule included as part of the PSA. Detailed below is a breakdown of
costs.
Task
Labor
Expenses
Subcontracted
Total
Phase I ESA
$10,900
$2,250
$0
$13,150
Health Risk Assessment
$39,600
$850
$0
$40,450
Evaluation of Landfill...
$28,800
$2,800
$0
$31,600
Peer Review of SCS...
$4,270
$280
$0
$4,550
Project Management/
Agency and Client
Communication
$12,500
$250
$0
$12,750
Project Total
$102,500
Use or disclosure of information contained on this sheet is subject to the restriction and disclaimer located
on the first page of this document.
G:Proposancoyae canyon Landfilncoyae_Canyon Lar�fiII Cos .doc
Ms. Robin Clausen
March 21, 2005
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ARCADIS
Closing
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ARCADIS understands that this scope must be completed within 60 calendar days
and is fully prepared to begin work upon receiving formal approval. Should you
have any questions concerning this cost estimate or require additional information,
please contact any of the undersigned at (714) 278 -0992. ARCADIS appreciates the
opportunity to provide the City of Newport Beach our services and I look forward to
hearing from you soon.
Project Manager
�CiLGU� -.
Alistaire Cal nder ,PhD
Area Manager
Copies:
Mr. Richard Montevideo - Rutan & Tucker, LLP
Mr. David Escude - ARCADIS
Mr. Damon Riggs - ARCADIS
Mr. William Johnson - ARCADIS
Use or disclosure of information contained on this sheet is subject to the restriction and disclaimer located
on the first page of this document.
G:WmposallCoyote Canyon Landfilf\CoMe_Canyon Landfill Coat.doc
Ms. Robin Clauson
March 21, 2005
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Attachment 1
Work Authorization
No.
[FORM OF WORK AUTHORIZATION. MODIFY PER REQUIREMENTS OF PROJECT]
This WORK AUTHORIZATION is entered into by and between ARCADIS G &M, Inc., a Delaware
corporation ( "Consultant") and ( "Client "). This Work
Authorization incorporates by reference the SERVICES AGREEMENT entered into by the Parties dated
(the "Services Agreement "). The Services Agreement is hereby
amended and supplemented as follows:
1. General Description of Basic Services
1.1 Client hereby authorizes Consultant to perfonn the following general scope of Basic Services:
1.1.1
A more detailed description of Basic Services, if necessary, is included as Attachment 1.1 to
this Work Authorization.
1.2 Client authorizes Consultant to provide the Basic Services described in this Work Authorization In
connection with the following Site(s):
1.2.1
A more detailed description of the Site(s), if necessary, is attached as Attachment 1.1 to this
Work Authorization.
1.3 The above -4escribed Basic Services shall be provided by Consultant in phases, asset forth below. (N /A
indicates phase is not applicable to services to be provided under this Work Authorization).
City of Newport Beach ARCADIS G &M, Inc.
M
Title:
Date:
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Date:
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Attachment 1.2
ARCADIS G &M, Inc.
2004 Fee Schedule For Professional Environmental Services
Invoices for services provided by ARCADIS G &M, Inc. consist of: (1) hourly rate professional
services fees; (2) material and equipment expenditures and usage; (3) subcontractor costs; (4) travel,
shipping, and communications charges; and (5) sales or gross receipt taxes, as applicable. Hourly rate
fees for ARCADIS G &M, Inc. professional services are indicated below:
STAFF CATEGORIES HOURLY RATES
Management Services
Project Controller
$ 75.00
Task Manager
$ 115.00
Field Manager
$ 105.00
Project Manager
$ I60.00
Senior Project Manager
$ 190.00
Program Manager
$ 255.00
Strategic and Technical Services
$ 65.00
Technician 1
$ 55.00
Technician 2
$ 70.00
Technician 3
$ 70.00
Scientist/Engineer
$ 85.00
Staff Scientist/Engineer /Architect
$ 100.00
Project Scientist/Engineer /Architect 1
$ 115.00
Project Scientist/Engineer /Architect 2
$ 130.00
Senior Scientist/Engineer /Architect
$ 155.00
Principal Scientist/Engineer /Architect
$ 195.00
Director
$ 225.00
Project Support Staff
Clerical/Word Processing
$ 65.00
Drafting
$ 60.00
Senior Drafting
$ 75.00
Designer
$ 85.00
Senior Designer
$ 90.00
Invoicing and Payment: Progress invoices will be issued monthly and payment is due within
thirty (30) days of invoice date. Invoices for subcontractor charges are payable upon
presentation. Non - standard, client- requested invoice formats and supporting documentation will
be invoiced at $44.00 per hour plus expenses. A finance charge of 1.5% per month will be
payable on past due account balances.
Confidential
0
Attachment 1.2
ARCADIS G &M, Inc.
2004 Fee Schedule For Professional Environmental Services
ADDITIONAL TERMS
Temporary Personnel: Charges for contract personnel under ARCADIS supervision and using
ARCADIS facilities, equipment and materials will be at the hourly fee rate corresponding to their
classification.
Project Materials And Equipment: All project- related expenses, materials, field supplies,
equipment charges; premiums for insurance, bonds, and letters of credit required by the client in
addition to normal coverage; project - required permits and licenses; etc. will be invoiced at cost
plus 15 %.
Project Communication And Shipping Expenses: A communications charge equal to 3% of
professional fees will be charged to cover the cost of incidental telephone, messenger, mail, and
shipping charges. The communications charge is applicable to individual charges less than $50
only. Larger charges will be billed as individual expenses as cost plus 15 %.
Travel And Related Expenses: Charges for rental vehicles, meals, travel and lodging will be
invoiced at actual cost plus 15 %. Company and personal vehicles will be charged at the IRS
allowable mileage reimbursement rate.
Subcontracts: Subcontractor (drillers, analytical laboratories, etc.) charges will be invoiced at
cost plus 15 %.
Legal Proceedings: A surcharge of 50% will be added to the professional services rates for actual
sequestered preparation time and for actual time spent in depositions, public testimony, court
and/or hearings.
Senior Experts: Rates for Senior Experts are a function of the individual and are quoted upon
request.
ARCADIS Equipment And Materials: ARCADIS -owned equipment, vehicles and materials will
be invoiced at fixed unit rates. A summary of these rates will be provided upon request.
ARCADIS Treatability Lab Analyses: Routine Treatabiliry Laboratory analyses will be invoiced
at a fixed price per test. Rates will be provided upon request.
Confidential
Attachment 1.2
ARCADIS G &M, Inc.
2004 Fee Schedule For Expendable Items
Confidential
Unit
Expendables
Unit
Price
Field
Items:
100
Tyvek Suits
each
$ 9.90
110
Coated Tyvek Suits
each
17.60
120
Nitrile Gloves
each
5.50
130
Winterized Gloves
each
15.40
140
Surgical Gloves
per /pair
0.44
141
Surgical Gloves
box
33.00
150
Boot Covers
pair
12.10
160
Over Boot
pair
26.40
170
Safety Glasses
pair
11.00
180
Safety Goggles
pair
6.60
190
Respirator Cartridges
pair
19.80
200
Disposable VOC Sampler
each
3.30
210
Beakers (up to 600 ml)
each
4.40
220
Nalgene Beakers (1000 ml)
each
13.20
230
Deionized Water
per /gal.
3.30
240
Detector Tubes
each
12.10
250
Sample Bottles for Soil
each
5.50
260
Inorganic Water Test Ampule
each
3.30
270
Sample Bottles l liter plastic
each
6.60
280
Soil Sample Brass Tube with Cap
each
13.20
290
Tedlar Air Sample Bags
each
30.80
300
1/2" Polyethylene Tubing
per /ft.
0.88
310
PVC or PE Bailer
each
14.30
320
Rope (1/4" Polyethylene)
per /ft.
0.17
330
Nylon Rope (1 /8 ")
per /ft.
0.11
340
Duct Tape
per /rl
9.90
350
Lock
each
16.50
360
Well Tags
each
13.20
370
2" Locking Well Cap
each
19.80
380
4" Locking Well cap
each
35.20
Confidential
Attachment 1.2
ARCADIS G&M, Inc.
2004 Fee Schedule For Expendable Items
Graphic Output Charges:
Unit
Expendables
Unit
Price
390 Film
each
6.60
400 Nalgene Water Filters
each
6.60
410 Cloth Sample Bags
each
0.33
411 Cloth Sample Bags
per/box
28.60
420 Iron Test Kits
each
3.30
430 Chloride Test Kits
each
3.30
440 Writeable CD's
each
4.40
450 1 Liter Collapsible Bottle
each
2.20
460 1.5" X 3' Disposable PE Bailer
each
14.30
470 1/2" SiliconTubing
per /ft.
3.30
480 1/2" Tygon Tubing
per /ft.
2.20
490 1/2" Vinyl Tubing
per /ft.
0.44
500 Lab Grade Detergent
per /pt.
13.20
740 General Supplies (Buckets, twine, baggies, brushes)
per /day
11.00
750 Ice
per/bag
2.75
760 QED Sample Pro Filters
each
17.60
Graphic Output Charges:
Confidential
B &W
Color
Blueline
per sq. ft.
0.17
N/A
Paper Sepia
per sq. ft.
0.55
N/A
Mylar Sepia
per sq. ft.
1.65
N/A
Photocopy Bond
per sq. ft.
1.10
2.20
Photo Copy Velum
per sq. ft.
2.20
4.40
Photocopy Mylar
per sq. ft.
2.75
5.50
CARD Plot Velum
per sq. ft.
0.66
1.32
CARD Plot Mylar
per sq. ft.
1.65
3.30
A -Size Scan
each
16.50
16.50
Confidential
ARCADIS GBM, Inc.
2004 Fee Schedule For Expendable Items
Office Items:
0
Attachment 1.2
Unit
Unit Price
R1 Reproduction
per page
R2 Bindery:
Document Materials/Bindery
original
Document Materials/Bindery
copy
R3 3 -Ring Bindery Materials:
Up to and including 2"
original
Up to and including 2"
copy
2" to 4"
original
2" to 4"
copy
R4 Fax
per page
Confidential
$ 0.17
1L00
5.50
22.00
11.00
27.50
16.50
0.55
ARCADIS G &M, Inc.
2004 Fee Schedule For Expendable Items
WATER MONITORING EQUIPMENT
Wl Bailer (Stainless or Teflon)
W2 Conductivity, pH, Temperature Meter
W3 Dissolved Oxygen Meter
W4 Redox Meter
W5 Turbidity Meter
W6 Oil/Water Interface Probe
W7 Electric W.L. Indicator
W8 ISCO Stormwater Sampling System
W9 Multimeter (Flow thru Cell)
W10 Downhole 500' Conductivity Meter
W11 Interval Sampler
W12 1/2" Bailers
WATER PUMPING EQUIPMENT
PI Hand Pump
P2 Peristaltic Pump
P3 4" - Two Pump System (10 -20 gpm)
P4 1" Centrifugal or Sump
P5 4" Submersible Pump (10 - 20 gpm)
P6 1" Pneumatic Diaphragm Pump
P7 Bladder Pump and Controller
P8 2" Pneumatic Submersible w /Controller
P9 2" Redi -Flo Pump w /Converter, 100'
P10 2" Flowmeter
P11 4" Submersible HC Resistant
P12 Sump Pump
P13 Flow Meter (1" diameter)
P13 2" Micro Purge Pump w/ Controller
Confidential
E
Attachment 1.2
Rental
Dav Week
9.60
26.40
30.00
82.50
60.00
165.00
78.00
137.50
42.00
110.00
78.00
220.00
30.00
55.00
-
577.50
137.50
412.50
49.50
165.00
8.80
26.40
$ 10.00 /each
33.00
66.00
38.50
126.50
209.00
627.00
22.00
66.00.
77.00
253.00
49.50
198.00
9150
275.00
104.50
313.50
165.00
429.00
33.00
104.50
88.00
264.00
27.50
82.50
27.50
55.00
176.00
495.00
0
ARCADIS GBM, Inc.
2004 Fee Schedule For Expendable Items
0
Attachment 1.2
Confidential
Rental
Day Week
LOGGING EQUIPMENT
Ll Data Logger/Processor
148.50 440.00
L2 Transducer
88.00 264.00
L3 Barometer (recorder)
27.50 55.00
L4 Troll Transducer/Data Logger
253.00 770.00
HEALTH AND SAFETY EQUIPMENT
Hl LEVEL D - Initial Equipment: Tyvek, Eye Protection,
30.80
Ear Protection, Hard Hat, Gloves
H2 LEVEL C - above plus Respirator and One Pair of Cartridges
6180
H3 LEVEL B
(Prices Quoted Upon Request)
H4 LEVEL A
(Prices Quoted Upon Request)
H5 Traffic Barricades/Delineators
5.50 16.50
H6 Escape Pack
8.80 44.00
H7 Oxy Nomex Suites
11.00 -
H8 Pipeline Probe
11.00 33.00
FIELD VEHICLES
Vl Field Truck
$0.50 /mile + $82.50 /day
V2 Sampling Van
$0.50 /mile + $319.00 /day
V3 Trailer (up to One Ton)
$44.00 /day
V4 Mobile Lab
(Prices Quoted Upon Request)
V5 Molasses Injection Unit
38.50 154.00
AIR MONITORING EQUIPMENT
Al LEIJ02 Meter
60.50 * 192.50 *
A2 CO2 Meter
60.50 * 192.50 *
A3 CO2, Methane, Oxygen Meter
126.50 * 35100 *
A4 FID
137.50 * 412.50 *
A5 PID
99.00 * 297.00 *
A6 Automatic Air Sampling Pump
55.00 88.00
A7 Manual Air Sampling Pump (Indicator Tubes Extra)
11.00 22.00
A8 Air Flow Meter (picot, anemometer)
11.00 115.50
Confidential
Attachment 1.2
ARCADIS G&M, Inc.
2004 Fee Schedule For Expendable Items
Confidential
Rental
Dav
Week
A9
Portable GC
(Prices Quoted Upon Request)
A10
Scintillator w/ 50' Probe
137.50
429.00
All
Explosimeter
49.50
143.00
Al2
Explosimeter Plus Oxygen Meter
71.50
192.50
A13
Weather Station
S 55.00
/month
A14
H2S Monitor
8.80
38.50
A15
4 Gas - 112S, CO, 02, LEL
71.50
192.50
* $27.50 /use calibration charge applies
SOIL VAPOR EXTRACTION EQUIPMENT
El
Mobile SVE Pilot Test Unit
704.00
1,408.00
E2
SVE Vacuum Gauge w/Well Adapter (ea.)
19.80
39.60
E3
Mobile Soil.Vapor Extraction Systems
(Prices Quoted Upon Request)
E4
Vapor Treatment Systems
(Prices Quoted Upon Request)
ES
Vacuum- Enhanced Remediation Systems
(Prices Quoted
Upon Request)
E6
Air Flow Meter (pilot, anemometer)
8.80
38.50
E7
Microscope
71.50
192.50
SOIL SAMPLING EQUIPMENT
St
Soil Sampler
38.50
110.00
S2
Power Auger
71.50
214.50
S3
Hand Auger
27.50
8250
S4
Hammer Drill
49.50
148.50
S5
Metal Detector
27.50
82.50
Gl
GEOPHYSICAL EQUIPMENT
Provided Upon Request
OPERATIONS EQUIPMENT
Ol
Air Compressor (up to 2 hp)
38.50
148.50
02
Generator (up to 5.0 KW)
66.00
198.00
03
Surveying Equipment (transit, rod and tape)
44.00
132.00
04
VCR Camcorder
22.00
82.50
05
Camera
9.90
26.40
Confidential
0 0
Attachment 1.2
ARCADIS G&M, Inc.
2004 Fee Schedule For Expendable Items
COMPUTER EQUIPMENT
Cl Computer Equipment for CARD, Modeling, $27.50/hr
Plotting, or Analysis
C2 Microprocessors $16.50/hr
CS Computer Animation, 3 -D Graphics $33.00/tu
Confidential
Rental
Day Week
06
Cellular Phone
$8.80 (+calls) $26.40( +calls)
07
2 -Way Radio (pair)
38.50 66.00
08
Drum Hand Truck
11.00 22.00
09
Brunton Compass
11.00 22.00
010
Welder
49.50 -
011
Measuring Wheel
11.00 44.00
012
Laser Range Finder
27.50 110.00
013
GPS
11.00 55.00
014
Line Locator
$55.00 / day
COMPUTER EQUIPMENT
Cl Computer Equipment for CARD, Modeling, $27.50/hr
Plotting, or Analysis
C2 Microprocessors $16.50/hr
CS Computer Animation, 3 -D Graphics $33.00/tu
Confidential
f:%V 9.•_
ATTACHMENT 1.1
Site Description
EXHIBIT B
PaymentTerms
1. Payment Terns
ARCADIS shall invoice Client for Services in accordance with ARCADIS standard invoicing practices.
Invoices are due and payable on receipt and should be remitted by check or wire transfer of immediately
available funds as follows:
Lockbox: Electronically (wire transfer):
ARCADIS G &M, Inc. Wells Fargo Bank
Dept 547 ABA 102000076
Denver, Colorado 80291 -0547 Account #1018164751, ARCADIS G &M
Client shall make any payment properly due ARCADIS for services and expenses within forty-five (45) days
after receipt of invoice.
If Client reasonably objects to any portion of an invoice, Client shall provide written notification to
ARCADIS of Client's objection and the basis for such objection, and the Parties immediately shall make
every effort to settle the disputed portion of the invoice. Client shall not offset amounts due ARCADIS under
a Work Authorization for any credit or disputes arising under a different Work Authorization. If payment of
invoices by Client is not maintained on a current basis, ARCADIS may, after giving seven (7) days' written
notice to Client, suspend further performance until such payment is restored to a current basis. All
suspensions shall extend the time for performance by a length of time equal to the duration of the
suspension, and ARCADIS shall be paid for Services performed and charges incurred prior to the suspension
date, plus suspension charges. Suspension charges shall include, without limitation, putting of documents
and analyses in order, personnel and equipment rescheduling or reassignment adjustments, additional
insurance/bonding coverage, extended overhead and costs, and all other related costs and charges incurred
and attributable to suspension.
In the event of litigation or other proceeding to enforce performance of this Agreement or any payment
obligation under this Agreement, the prevailing Party shall be entitled to recover from the other Party
attorneys' fees and costs as may be reasonably incurred by reason of the litigation.
Exhibit C
Special and Technical
Conditions
Site Conditions
ARCADIS shall not be liable for: (i) damage or injury to any subterranean structures (including, but not
limited to, utilities, mains, pipes, tanks, and telephone cables) or any existing subterranean conditions; or
the consequences of such damage or injury, if (with respect to this clause (i)) such strictures or conditions
were unknown and should not have been known, and were not identified or shown, or were incorrectly
shown, in information or on plans furnished to or obtained by ARCADIS in connection with the Services;
(ii) concealed conditions encountered in the performance of the Services; (iii) concealed or unknown
conditions in an existing structure at variance with the conditions indicated by the Scope of Services or
Work Authorization; or (iv) unknown physical conditions below the surface of the ground that differ
materially from those ordinarily encountered and are generally recognized as inherent in work of the
character provided under this Agreement.
Client shall provide to ARCADIS all plans, maps, drawing and other documents within Client's possession
or control, identifying the location of any subterranean structures on the Site. Prior to location of any
drilling or excavation below the ground surface, ARCADIS shall obtain the concurrence of the Client as to
the location for such drilling or excavation.
Should: (i) concealed conditions be encountered in the performance of the Services; (ii) concealed or
unknown conditions in an existing structure be at variance with the conditions indicated by the Scope of
Services or Work Authorization; or (iii) unknown physical conditions below the surface of the ground differ
materially from those ordinarily encountered and generally recognized as inherent in work of the character
provided under this Agreement; then the amount of this Agreement and/or time for performance shall be
equitably adjusted by change order upon claim by either Party made within twenty (20) days after the first
observance of the conditions.
II. ENVIRONMENTAL AND HAZARDOUS MATERIAL RELATED WORK
(1) In the event the services provided hereunder by ARCADIS call for the disposal of wastes
(hazardous, non - hazardous or solid under applicable laws and regulations), the work shall be performed in
conformity with all applicable laws and regulations. Client shall execute all manifests for the transportation,
storage and disposal of any wastes removed from the Site or Property. If directed by the Client, ARCADIS
may sign such manifests solely on behalf of and for the Client, and ARCADIS assumes no liability therefore
and Client releases and waives any claim against ARCADIS and shall indemnify ARCADIS from any claims
or liability arising from or related thereto, in accordance with paragraph 3., below. Client shall provide to
ARCADIS all plan, maps, drawing and other documents identifying the location of any hazardous materials
on or suspected on the Site. to the extent such documents are within Client's possession or control.
(2) At no time will ARCADIS take title to any solid and/or hazardous wastes located on or removed
from the Site or Property. ARCADIS shall provide to Client with at least two independent bids for
transportation and disposal sites and any such wastes shall be transported and disposed of as directed by
Client and in conformity with all applicable laws and regulations.
i •
Nothing in this Agreement shall be construed or interpreted as requiring ARCADIS to assume the status of,
and Client acknowledges that ARCADIS does not act in the capacity nor assume responsibilities of, Client or
others as a 'generator,' 'operator,' 'transporter' or 'arranger' in the treatment, storage, disposal or
transportation of any hazardous substance or waste as those terms are understood within the meaning of the
Resource Conservation and Recovery Act (RCRA), Comprehensive Environmental Response, Compensation
and Liability Act (CERCLA), or any other similar federal, state or local law, regulation or ordinance. Client
acknowledges further that ARCADIS has played no part in and assumes no responsibility for generation or
creation of any hazardous waste, pollution condition, nuisance, or chemical or industrial disposal problem, if
any, which may exist at any site that may be the subject matter of this Agreement. ARCADIS, after
commencement of Services, to the extent of its actual knowledge shall notify Client upon discovery of any
hazardous or toxic hazardous substance or conditions which may require handling, treatment, removal or
disposal, or which pose or may pose a danger or risk to the work.
(3) Client shall defend and indemnify ARCADIS from and against any and all demands, claims,
liabilities (including strict liabilities), losses, costs, expenses (including reasonable attorneys' fees), fines,
penalties, forfeitures, liens, and damages brought under the Resource Conservation and Recovery Act
(RCRA) and/or the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA)
or any similar state and local laws, and that arise from or relate to any existing contamination or hazardous or
unknown condition of the project site or that result from ARCADIS having arranged, with Client's approval,
for or facilitated the disposal or transportation of hazardous or non - hazardous wastes that were located on the
project site prior to ARCADIS performing any of its Work or that were generated by Owner or third parties
not under the control of ARCADIS. Client shall not be required to defend and indemnify ARCADIS and
shall not be liable to the extent that any such liability, loss, damage, cost, or expense results from any
negligence or willful misconduct by ARCADIS or its subcontractors.
III. Phase I Environmental Site Assessment
The Parties recognize that the performance of Phase 1 Environmental Site Assessments is a unique service
and that the following special conditions shall apply and control the rights and obligations of the parties
relating to this work notwithstanding anything to the contrary in this Agreement. This Phase I Environmental
Site Assessment Scope of Work sets forth additional Special and Technical Conditions under which the
Services are to be provided. In the event of any conflict or inconsistency between these terms and those
contained in the Agreement, the terms and conditions set forth herein shall control.
2. Description of the Assessment
The Assessment will comprise the following Scope of Services as outlined in Attachment 2.0, herein
incorporated by reference and made an integral part of this.
0 •
3. Written Report
ARCADIS' findings will be summarized in a written report ("Report"). Client understands the necessity of
and agrees to be bound by the disclaimers, qualifications, conditions, or limitations stated in the Report as
are consistent with the Scope of Services.
4. Representations, Warranties and Limitations
ARCADIS represents that it is knowledgeable and experienced in providing technical consulting services
comparable to services as would be provided by firms of the same or similar national reputation. ARCADIS
represents to Client that the Services shall be performed in a manner consistent with the standard of care and,
if applicable, pursuant to the scope of work, in accordance with the standards of practice for environmental
site assessments of commercial real estate as set forth under ASTM No. 1527-00 and any amendments or
updates thereof. ARCADIS MAKES NO WARRANTIES OF ANY KIND WHATSOEVER, WHETHER
EXPRESSED OR IMPLIED.
The observations described in the Report will be made exclusively under the conditions and subject to the
limitations stated therein. The conclusions presented in the Report will be based solely upon the activities
described therein, and not on scientific tasks or procedures beyond the scope of described services.
ARCADIS will have accepted as true, information obtained in interviews with individuals involved with
operations on the Site and information obtained from regulatory databases.
Observations will be made of the Site and of structures on the Site. Where access to portions of the Site or to
structures on the Site are unavailable or limited, ARCADIS will render no opinion and accepts no
responsibility for disclosure as to the condition of these inaccessible portions of the Site, including
specifically, but not limited to, the presence of hazardous material at these locations. In addition, ARCADIS
will render no opinion concerning the presence or absence of indirect evidence relating to hazardous
material, petroleum -based or other materials, as may require further investigation or clean-up, where direct
observation of any part of the Site, including interior walls, floors, or ceilings of a structure on a Site or other
areas, is obstructed by objects or coverings on or over these surfaces.
As with any assessment of this type, the conclusions and observations are based upon limited data, and
therefore the risk of undiscovered environmental impairment of the property that falls outside the scope of
ARCADIS' investigation as described herein is solely the Client's risk and cannot be ruled out. ARCADIS
does not, therefore, represent or warrant the actual conditions of the portion of the Site that it does not
investigate or the value of the Site as may by implication be attributable to actual conditions at the Site that it
does not investigate.
Client acknowledges that ARCADIS has played no part in the creation of any hazardous waste, pollution
sources, nuisance, or chemical or industrial disposal problem, if any, which may exist; and further,
acknowledges that ARCADIS does not assume responsibilities of a generator, operator, transporter or an
arranger in the treatment, storage, disposal or transportation of waste as those terms are understood within
the meaning of the Resource Conservation and Recovery Act, or the Comprehensive Environmental,
Response, Compensation and Liability Act.
• 0
5. Access to Premises
During the term of this Agreement, Client shall grant to or cause to be made available to ARCADIS
reasonable and necessary nonexclusive access to the Site and other Sites, as necessary, for the purpose of
allowing ARCADIS to perform the Services and fulfill its obligations under this Agreement. ARCADIS
shall comply with generally accepted safety procedures and all other safety procedures that have been
communicated to ARCADES or its Personnel by Client. If the Site is sold or otherwise conveyed to a third
party, Client covenants to use its best efforts to obtain for ARCADIS reasonable and necessary nonexclusive
access to the Site for the exclusive purpose of allowing ARCADES to fulfill its obligations hereunder. Client
shall immediately notify ARCADES if Client is unable to obtain necessary access within a timely manner.
Should ARCADES be obstructed or delayed in the commencement, performance or completion of the Work,
without fault on its part, by reason of not having full access to the Site, then ARCADES will be entitled to an
adjustment in compensation and/or an extension in the completion time requirements.
5. Client's Information
The Client will do the following in a timely manner to support ARCADIS' performance of the above Scope
of Services:
Fumish a site plan, if available, that shows property lines, buildings, utility easements, and all unusual
features.
Provide a site contact, if available, familiar with the subject property to tour the facility with ARCADIS'
inspector and provide descriptions of any processes or materials used on the property.
Furnish all documents and information available to Client that relate to identity, location, quantity,
nature or characteristics of any hazardous substances or wastes at, on or under the subject property.
Supply, as available, information pertinent to a Phase I Environmental Assessment. This information
includes, but is not limited to: Title Search or History of Property Ownership, As -Built Drawings, Aerial
Photographs, Soil Reports, Existing Environmental Reports, Geotechnical Reports, Environmental
Permits and Monitoring Data, Rent Rolls, and all correspondence with environmental regulatory
agencies.
6. Confidentiality of Data, Information and Reports
If directed by Client in order to protect the confidentiality of Client's business and/or communications,
Services shall be conducted in accordance with the following:
ARCADES shall not in any manner reveal, disclose or publish, without Client's prior written consent, the
fact that Client has contracted for the Services of ARCADIS.
All actions, including on -site inspection and employee interviews, shall be conducted only at request of
Client. No records shall be delivered to any person unless specifically directed by Client.
All books, records, photographs, slides, materials, data, documents, communications, notes, proposals,
reports, scopes of work or related responses, whether in writing or any other form, which are either
generated by ARCADIS or furnished to ARCADIS by Client or others, shall be considered (unless
specifically marked otherwise by Client or Client's attorneys) as confidential and within any applicable
privilege.
7. Ownership of Materials
Reports and other materials prepared or developed by or for ARCADIS pursuant to this Agreement shall
become the property of Client upon payment for Services. Upon termination of this Agreement, or at an
earlier time if Client requests, and contingent upon Client having no outstanding due payments to
ARCADIS, ARCADIS will deliver to Client any such reports or materials received or generated in the
performance of this Agreement.
8. Use of Documents
The Report concerning the results of the Assessment hereunder is not intended or represented to be suitable
for reuse by Client or others, other than in relation to the specific and immediate purpose for which this
Assessment is being conducted. Re -use of the Report and related materials by Client without written
permission or adaptation by ARCADIS other than for the specific purpose intended shall be at the user's sole
risk, without liability on ARCADIS' part, and Client agrees to indemnify and hold harmless ARCADIS from
all claims, damages and expenses, including attorney's fees, arising out of such unauthorized reuse by Client.
Client understands and agrees that ARCADIS is under no obligation and has made no commitment otherwise
to issue, either directly or on behalf of Client, any letter or other or document of similar effect that would
permit or could be interpreted to permit reliance by any person or entity other than the Client (including, but
not limited to affiliates, successors, lenders or assigns of the Client) upon the data, opinions or results of the
Phase I hereunder or the Report thereof. At ARCADIS discretion, upon request of the Client, ARCADIS
may elect to issue a letter in the forni-acceptable to ARCADIS. In the event that such letter is requested by
Client, the Client agrees to indemnify and hold harmless ARCADIS from many claims arising from or
related to the Client's representations in connection with the issuance of such letter.
ARCADIS' Scope of Services is as follows:
Description of the Assessment
The objective of the proposed Assessment is to identify and quantify areas and substances on or near the
property which may pose an environmental liability or hazard. ARCADIS proposes to meet this objective
primarily through non - intrusive methods involving visual site inspections and compilation and analysis of
existing data.
ARCADIS has designed a scope of work (SOW) to effectively accomplish the above - referenced objective.
This scope is designed to be consistent with ASTM E 1527 -00. The specific tasks are as follows:
8.1 Task 1
Conduct a detailed visual site inspection and a reconnaissance of the immediately adjacent property to
identify activities of potential environmental impact. Interview current operators to identify activities carried
out at the site of potential environmental impact. It is assumed that, where available, the Client will provide
plot plans showing current and past operating features.
8.2 Task 2
Review the following federal and state environmental regulatory agency lists to identify site/activities of
potential environmental impact: Comprehensive Environmental Resource, Compensation, and Liability
Information System (CERCLIS); National Priorities List (NPL); Resource Conservation and Recovery Act
(RCRA) Facility List; Underground Storage Tank (UST) Registry; and UST Cleanup List. The approximate
minimum search distance will be as defined in ASTM E 1527 -00.
8.3 Task 3
Review historical aerial photographs to identify past land uses of potential environmental impact on and
adjacent to the site. It is assumed that, where available, the Client will provide title history information.
Sanborn fire insurance maps, if available for the area, will also be reviewed.
8.4 Task 4
Write a report (1) summarizing the data collected in tasks 1 through 3; (2) analyzing data with respect to the
objectives of the SOW; and (3) making an assessment as to the potential for soil and water contamination.
The report will include a site location map and site map, but no other drafted figures, unless requested by the
Client at additional cost.
8.5 Task 5
Provide project management: set up the project, manage the schedule of activities, manage project
administration and invoicing, provide financial management and budget control, provide quality control, and
maintain ongoing communications with the Client.
The Assessment will not include sampling for asbestos, polychlorinated biphenyls (PCBs), urea
formaldehyde insulation, sampling of soils or groundwater, or anything else not listed above. However, a
visual inspection of suspect asbestos-containing materials in readily accessible areas will be performed. The
assessment will not include a delineation of wetlands.
CONSULTANT AGREEMENT
This Consultant Agreement ( "Agreement'), entered into this 15th day of
September 2004, by and between CITY OF NEWPORT BEACH ( "City ") and Richard T.
Mandeville (Consultant) is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under
the laws of the State of California with the power to carry on its business
as it is now being conducted under the statutes of the State of California
and the Charter of City.
B. City is discussing with The Irvine Company (Owner) the possible transfer
to the City of property commonly known as the Coyote Canyon landfill as
well as certain adjoining and nearby property (collectively referred to as
the Property). The potential transfer of the Property and the feasibility of
certain uses of the Property are collectively referred to as the Project.
C. Consultant has extensive general and specialized experience relevant to
the issues that City is considering with respect to the transfer of the
Property.
D. City would like to engage Consultant to provide the services described in
Exhibit A (Scope of Services) pursuant to the terms and conditions provided
in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
Parties as follows:
1. TERM
The term of this Agreement shall commence on September 15, 2004 and shall
terminate on June 30, 2005 unless earlier terminated as provided in Section 14 .
2. SERVICES TO BE PERFORMED
Consultant shall perform the services specified in the Scope of Services as and
when requested by the Administrator.
3. COMPENSATION TO CONSULTANT
City shall pay Consultant the sum of one hundred and fifty dollars ($150.00) per
hour for each hour worked. City shall reimburse Consultant for all reasonable expenses
incurred in performing the services including copying and phone charges, meals and
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postage. The City shall not reimburse Consultant for mileage or expenses incurred in
travel using Consultant's personal vehicle. Consultant shall maintain records reflecting the
dates and time of work performed and all reimbursable expenses incurred and shall make
those records available to the City on request. City shall pay Consultant's invoices within
thirty (30) days after receipt.
4. STANDARD OF CARE
Consultant shall personally perform all services unless otherwise authorized in
writing by the Administrator. Consultant shall perform all services in a manner
commensurate with his knowledge, skill and experience.
5. INDEPENDENT PARTIES
City retains Consultant on an independent contractor basis and Consultant is not
an employee of City. The manner and means of conducting the work are under the
control of Consultant, except to the extent they are limited by statute, rule or regulation
and the expressed terms of this Agreement. Nothing in this Agreement shall be
deemed to constitute Consultant or any of Consultant's employees or agents, to be the
agents or employees of City. Anything in this Agreement which may appear to give City
the right to direct Consultant as to the details of the performance of the services or to
exercise a measure of control over Consultant shall mean that Consultant shall follow
the desires of City only with respect to the results of the services.
6. COOPERATION
Consultant agrees to work closely and cooperate fully with the Administrator, and
any other agencies which may have jurisdiction or interest in the work to be performed.
City agrees to cooperate with the Consultant on the Project. Consultant shall regularly
inform the Administrator as to the status and progress of the work, activities performed
and planned, and any meetings that have been scheduled or are desired.
7. CITY POLICY
Consultant will discuss and review all matters relating to policy and project
direction with the Administrator in advance of all critical decision points in order to
ensure that the Project proceeds in a manner consistent with City goals and policies.
B. HOLD HARMLESS
City shall indemnify, defend, save and hold harmless the Consultant from and
against any and all loss, damages, liability, claims, allegations of liability, suits, costs
and expenses for damages of any nature whatsoever, including, but not limited to,
bodily injury, death, personal injury, property damages, or any other claims arising from
any act or omission of Consultant performed pursuant to this Agreement except for the
sole negligence, fraud or willful misconduct of Consultant.
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9. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate or transfer this Agreement or
any for the services to be performed under this Agreement, directly or indirectly, by
operation of law or otherwise without prior written consent of City. Any attempt to do so
without consent of City shall be null and void.
10. OWNERSHIP OF DOCUMENTS
Each and every report, draft, work product, map, record and other document
reproduced, prepared or caused to be prepared by Consultant pursuant to or in
connection with this Agreement shall be the exclusive property of City.
11. CONFIDENTIALITY
The information, which results from the services in this Agreement, is to be kept
confidential unless the release of information is authorized by City or required by law.
12. ADMINISTRATION
This Agreement will be administered by the City Manager who shall be
considered the Project Administrator and shall have the authority act for City under this
Agreement. The Project Administrator or his /her authorized representative shall
represent City in all matters pertaining to the services to be rendered pursuant to this
Agreement.
13. NOTICES
All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the third business day after the deposit thereof in the United States
mail, postage prepaid, first class mail, addressed as hereinafter provided.
All notices, demands, requests or approvals from Consultant to City shall be
addressed to City at:
City Manager
City of Newport Beach
3300 Newport Boulevard
P. O. Box 1768
Newport Beach, CA, 92658 -8915
(949) 644 -3000
All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
Richard T. Mandeville
c
500 Linda Vista Avenue
Pasadena, CA 91105
14. TERMINATION
Either Party shall have the option,
terminating this Agreement by giving seve
Party. Upon termination of this Agreement,
of compensation specified in this Agreem
effective date of termination.
15. INTEGRATED CONTRACT
at its sole discretion and without cause, of
n (7) days' prior written notice to the other
City shall pay to the Consultant that portion
ent that is earned and unpaid prior to the
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the Parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions herein. Any modification of this
Agreement will be effective only by written execution signed by both City and
Consultant.
APPROVE As TO FORM:
By:
R alauson, Acting City Attorney
CITY OF NEWPORT BEACH
A Municipal Corporation
By:✓
Homer Bludau, ity Manager
CONSULTANT:
�1
B.
ick Mandeville
Dated: I Z7 Lo 4 _
Dated: �'�' .•2%.ZD
Dated :l�" Zf—te,/--
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