SOIL EXCAVATION AT 902-927 CLEVELAND STREET - DIMMIT PROPERTY
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into as of the ~ day of October, 2000
(the Effective Date), by and between CITY OF CLEARWATER, FLORIDA, a municipal
corporation, (Client), and URS/DAMES & MOORE, INC. (Consultant).
WIT N E SSE T H:
WHEREAS, Client owns property located at 901-927 Cleveland Street, Clearwater,
Florida (the "Site"), in Pinellas County, including a former automotive repair and paint shop,
former automotive sales offices and showrooms, former automotive service centers, car wash
and body repair areas and former gasoline service station that Client is in the process of
selling;
WHEREAS, the Site has been cleared of structures and hydraulic lifts have been
removed;
WHEREAS, during the removal of the hydraulic lifts, petroleum contaminated soils
with concentrations that are above the residential soil cleanup target levels per Chapter 62-777
Florida Administrative Code (F AC) were encountered at two former lift areas known as HL-l
(outside and south of the former auto center) and HL-5 (inside of the east end of the former
Honka Automotive facility);
WHEREAS, on September 14, 2000, Dames & Moore performed a limited soil
excavation activity to remove approximately 300 cubic yards of visibly contaminated soils in
the areas of HL-l and HL-5;
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methylnaphthalene and naphthalene (constituents of concern) at concentrations that exceeded
residential direct exposure or leachability soil cleanup target levels, and that soil in area HL-5
contained benzo (a) pyrene at concentrations that slightly exceeded the residential exposure soil
cleanup criteria;
WHEREAS, the results of supplemental soil delineation performed on October 4 and 5,
2000 by Dames & Moore adequately delineates the extent of petroleum soil contamination
(constituents of concern) that exceeds residential criteria at area HL-5, but does not fully
delineate the extent of petroleum soil contamination (constituents of concern) that exceeds
residential criteria at area HL-l;
WHEREAS, Client desires to contract with qualified experts, licensed in the State of
Florida, to provide services associated with (1) the proper excavation, removal and disposal of
approximately 70 cubic yards (105 tons) of petroleum impacted soils from area HL-5; the proper
excavation, removal and disposal of approximately 725 cubic yards (estimated) (1090 tons -
estimated) of petroleum contaminated soils from area HL-l; (3) pump standing water from the
existing open excavations at area HL-l and HL-5 to the City sanitary sewer system (City to
obtain permit/permission for water disposal) prior to additional soil excavation and (4)
preparation of a soil excavation and disposal report associated with such activities (said report
will ammend the draft Hydraulic Lift Removal Report dated August 2000 prepared by Dames &
Moore).
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WHEREAS, Consultant represents that it possesses the knowledge, ability, professional
skills and qualifications to perform the services needed by Client and covenants to carry out the
terms of this Agreement in an expeditious, economical, and professional manner;
NOW, THEREFORE, Client and the Consultant agree as follows:
ARTICLE I - TERM OF AGREEMENT
This Agreement shall remain in effect for one (1) year from the Effective Date. At the
end of the year period the Agreement may be extended for a period of time upon mutual
agreement of the parties.
ARTICLE II - SCOPE OF WORK
1. Consultant represents that it has examined the Site, and/or has conferred with the
Site representative listed in Article XIX hereunder before signing this Agreement and is aware
of:
(i) The readily apparent conditions under which the Work (as defined hereunder) will
be performed, including but not limited to, above-ground obstructions and the
character and nature of the Work; and
(ii) Applicable Law, as defined in Article XIll (3) hereunder, affecting the Work.
2. Consultant shall perform the following tasks as set forth in detail in Consultant's
letter proposal, dated October 18, 2000, and as attached hereto as Exhibit A and incorporated by
reference ("Work"), in strict compliance with Applicable Law. As part of the Work, Consultant
shall undertake the following:
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Task I: Soil Excavation, Transportation and Disposal
(A): Excavate soil in areas HL-1 and HL-5. The excavation at area HL-5 will be 10 feet
to the west and 5 feet to the south of the previously excavated area. The depth of
excavation will be to 5 feet below the existing land surface. The excavation of area HL-1
will be approximately 50 feet north, 30 feet east and 20 feet to the northeast of the
previously excavated area. The depth of excavation will be 5 feet below the existing land
surface. (Note: URS/Dames & Moore performed supplemental soil delineation in area
HL-1 on October 19 and 20,2000. The results will be provided to the City of Clearwater.
The limits of excavation in area HL-1 may be modified after review of the laboratory
analytical results of the supplemental soil assessment.) Prior to excavation, surface water
collected in the existing excavation areas HL-1 and HL-5 will be pumped out and
discharged to the City's sanitary sewer system. The Client will be responsible for
obtaining permission to discharge the water to the sanitary sewer system. Consultant, and
Consultant's properly licensed petroleum contractor, will arrange to properly dispose of
the excavated petroleum contaminated soils at a thermal treatment facility. Consultant
will provide written verification of disposal fate.
(B): Consultant shall collect composite confirmation soil samples from the side wall and
the bottom of the two excavations. The soil samples will be analyzed for constituents
listed in Exhibit A.
(C): Provide up to 1145 cubic yards of clean fill for backfilling the excavated areas.
3. Consultant shall consult with Client's attorney prior to preparing any written
report for Task 1 and shall submit a draft report to Client's attorney for comment and review. The
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Consultant shall be responsible for the adequacy, accuracy and sufficiency of any design
drawings, surveys or specifications that they have or will develop. At the completion of the
Scope of Work, Consultant shall incorporate the findings of the supplemental soil assessment
and remedial actions in the draft Hydraulic Lift Removal Report. The final report be signed and
sealed by a professional engineer or professional geologist and shall be certified to Client.
Consultant shall also provide Client with the appropriate original notices or certificates of
disposal ("Certificates") from the appropriate disposal facility(ies) for all impacted soils
removed from the site.
4. Consultant acknowledges that time is of the essence in performing all the work
under this Agreement and therefore shall complete this investigation as quickly as reasonably
possible. The work will begin one week after authorization to proceed is provided to the
Consultant, which is anticipated to be granted on or around November 17, 2000. The excavation,
confirmation sampling, review of results and the draft report will be provided for review five
weeks after authorization.
ARTICLE III - INDEPENDENT CONSULTANT
Notwithstanding that the Consultant shall carry out the work covered by this Agreement
under the supervision of Client's attorneys, Consultant is an independent professional contractor,
shall perform this Agreement as such, and therefore shall have and maintain complete control
over all of its employees, agents, and operations. Neither Consultant nor anyone employed by it
shall represent, act, purport to act, or be deemed to be the agent, representative, employee, or
servant of Client.
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ARTICLE IV - COMPENSATION
1. Fees payable to Consultant for the professional services described in Exhibit A
and Article IT shall be equal to the number of hours actually expended directly on the project by
individuals multiplied by the hourly rate for those individuals, plus reimbursable expenses, as
defined below. The hourly rates in effect with Consultant are as follows and will be used in
completion of the work described in Exhibit A.
Associate, Grade 15 - $118/hour
Senior Geologist/Engineer, Grade 14 - $94/hr
Project Geologist/Engineer, Grade 12 - $68/hr
Staff Geologist/Engineer, Grade 10 - $55/hr
Clerical/Support Staff, Grade 6/7 - $47/hr
CADD/Drafting, Grade 8 - $60/hr
Vehicle - $50/day
OV AIFID - $50/day
Sampling Kit - $50/sampling event
The rates include all direct and indirect costs except reimbursable expenses as defined
below. Indirect costs include such items as overhead, profit, and such statutory and customary
fringe benefits as social security contributions, sick leave, unemployment, excise and payroll
taxes, workers' compensation, health and retirement benefits, bonuses, annual leave, and holiday
pay.
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2. Reimbursable expenses shall mean the actual expenses of Consultant in the
administration of this Agreement, including transportation and subsistence of principals and
employees, consultants' fees, subcontractors' fees, toll telephone calls and telegrams,
reproduction of reports, laboratory use fees, and similar project-related items, plus an
administrative surcharge of five (5%) percent. All other project expenses shall be billed in
accordance with Consultant's fee schedules for equipment costs, field chemical analyses, and
decontamination supplies, as set forth in Section 6 of Exhibit A.
3. The maximum costs for fees and reimbursable expenses described in this
subsection for the work described in Article ll(2)-(3) and Exhibit A is eighty-nine thousand, five
hundred and no cents $89,500.00 ("Base Bid").
(i) The Base Bid tasks include all of the following items: excavation, staging,
loading, transportation, testing and proper disposal of soils removed from areas HL-l and HL-2
on the Site, and all notifications and/or permits necessary to comply with Applicable Law (with
the exception of the permit to discharge water to the local sanitary sewer system). Consultant
shall transport and properly dispose of any soils removed from the hydraulic lift areas HL-l and
HL-5 in accordance with all Applicable Laws. Consultant shall provide Client with copies of all
applicable permits and licenses held by the disposal site and a copy of the appropriate disposal
site's insurance certificate issued to Consultant, naming Consultant as an additional insured.
Consultant shall also properly remove any excessively contaminated soil from the excavation
area and stage said soil on Site on polyethylene film ("Visqueen"). Consultant shall provide the
required quantity of Visqueen at Consultant's own cost.
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The laboratory Consultant's subcontracts with to perform serVices related to this
Agreement shall be appropriately certified pursuant to Applicable Laws. Consultant shall ensure
that all chemical analysis undertaken pursuant to and in accordance with this Agreement shall be
conducted in accordance with Applicable Laws, rules, guidelines and specifications relating to
quality assurance and quality control. The Visqueen used to properly line the staging area for any
excessively contaminated soil will be provided at consultant's own cost. The costs to excavate,
stage, transport and properly dispose any excessively contaminated soil offsite will be in
accordance with the unit rates provided in the Bid Schedule of Exhibit A. An estimate of the
amount of Clean fill is provided under this agreement to replace any excessively contaminated
soils associated with either area HL-l or HL-5 which is removed from the site.
(ii) Notice of any expected cost overruns in excess of the applicable maximum cost
stated above shall be given to Client as soon as cost overruns are reasonably expected by
Consultant to be necessary to accomplish the services required by this Agreement. Any cost
overruns shall also be presented to Client in change order form with justification stated for the
necessity of exceeding the applicable maximum cost set forth above. In no event shall the
maximum cost be exceeded without prior authorization from Client by written approval of
the appropriate change order. Any fees, reimbursable expenses or other costs Consultant
incurs in excess of said maximum costs and without written approval of the appropriate
change order by Client shall be entirely at Consultant's obligation and expense and the
Client shall not be liable for same.
4. Delays not caused by Consultant but resulting from unforeseen occurrences may
constitute a Change-of-Scope.
"Unforeseen occurrences" include but are not limited to
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unfavorable weather conditions, strikes, floods, or fires, which extend the effort required.
Additional effort resulting from such delays will be billed in accordance with Article IV (and
invoiced in accordance with Article V), upon prior notice to, and written approval by Client, in
accordance with the procedures and requirements of Article IV, Paragraph 5.
5. Services performed at Client's request beyond those defined in Exhibit A shall
constitute a change-of-scope, will be documented by a change order, and will be billed as
outlined above. Upon approval of the change order, such additional work shall be carried out in
accordance with all of the terms and conditions set forth in this Agreement.
ARTICLE V - INVOICING AND METHOD OF PAYMENT
Upon completing the final report on the Hydraulic Lift Removal (including the
supplemental soil excavation and confirmation sampling), Consultant shall invoice Client for all
services rendered under this Agreement. The original invoice for Client and one (1) copy of it
shall be submitted to Client, attention of Mr. Miles Ballogg, City of Clearwater, 112 South
Osceola A venue, Clearwater, Florida 33758 with a copy submitted to the attention of William L.
Pence, Esquire, Akerman, Senterfitt & Eidson, P .A., 255 South Orange Avenue, 17th Floor,
Orlando, Florida 32801.
The invoice shall be due and payable within thirty (30) calendar days after receipt by
Client. Client shall notify Consultant in writing of any amount disputed by Client within thirty
(30) calendar days after receipt of invoice; otherwise, it shall be deemed that Client considers all
invoice charges acceptable and correct.
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Consultant's invoice shall provide the following information:
1. Description of services and expenses rendered in a format identifying specific
program tasks and expenses and identifying accomplishment of specific Work
tasks.
2. Total labor costs as defined in Article IV.
3. A listing of other reimbursable expenses as defined in Article IV, itemized by type
of charge.
4. A statement comparing the total fees and expenses billed up to and including the
date of the invoice to the maximum costs authorized by Article IV.
5. Copies of all subcontractor invoices and any other supporting documentation.
Client shall have the right, at Client's own expense, to audit Consultant's books and
records relating to this Agreement during the performance period and for one (1) year following
termination of the Agreement. Any such audits may be carried out at reasonable intervals and
shall be accomplished during normal business hours. Consultant shall not charge Client any
additional fee for providing Client with access to such records during said audit.
ARTICLE VI -TIME FOR COMPLETION
Consultant shall commence the Work within two weeks of receipt of written
authorization to proceed ("Commencement Date"), and shall complete each Task in accordance
with that certain schedule, set forth in a separate written authorization to proceed with the Work
under this Agreement, which written authorization shall be attached to and incorporated into
Exhibit A. Any change-of-scope as defined in Article IV may extend the time for completion as
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may be agreed to by Client and Consultant in the change order. Consultant further acknowledges
that time is of the essence in the performance of this Work. Because time is of the essence,
except for delays resulting from unforeseen circumstances beyond the control of Consultant, for
each day that Consultant exceeds the deadlines set forth herein, the total project cost for this
Work shall be reduced by the sum of $250.00.
2. (A) Four weeks after completion of the soil removal and disposal of materials
stockpiled on site, Consultant shall deliver two (2) copies each of its draft Hydraulic Lift
Removal Report; one to Ms. Karma Killian, City of Clearwater, 100 South Myrtle Avenue, Suite
220, Clearwater, Florida 33756-5520, and one to William L. Pence, Esquire, Akerman, Senterfitt
& Eidson, P.A., 255 South Orange Avenue, 17th Floor, Orlando, Florida 32801. Four (4) signed
and sealed originals of the final report shall be delivered to Client, to the attention of Client's
counsel, William L. Pence, Esquire, within three (3) days from Consultant's receipt of Client's
comments to the draft reports. Any change-of-scope as defined in Article IV may extend the
time for completion as may be agreed to by Client and Consultant in the change order.
3. Consultant acknowledges that Client is in the process of selling the Site.
Consultant shall coordinate its work under this Agreement with Client's representative so as to
avoid or minimize any interference with the sale process, by providing advanced notice of
Consultant's activities before entering upon the Site to implement any phase of the work under
this Agreement, and by scheduling and conducting the work appropriately.
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ARTICLE VII - CONFIDENTIAL INFORMATION
1. It is understood that all services to be performed by Consultant pursuant to this
Agreement and all written and oral surveys, data, reports, recommendations, or other documents
or information generated by Consultant or received from Client in performance of this
Agreement are confidential and Consultant shall prevent disclosure of such materials except to
the Client and parties designated by Client to receive such information. Consultant shall not use
any information (so required to be treated as confidential) for any purpose except in furtherance
of Consultant's obligations under this Agreement. Should Consultant be requested to disclose
such materials by any person, whether by court process or otherwise, it shall promptly notify
Client.
2. Should the Consultant receive any trade or business secrets of Client, it shall treat
such information as confidential and shall not disclose same to any person. Should Consultant be
requested to disclose any such trade or business secrets by any person, whether by court process
or otherwise, it shall promptly notify Client.
3. Should Client receive any trade or business secrets of Consultant or techniques
and procedures of Consultant which Consultant designates as confidential, it shall treat such
materials as confidential and shall prevent their disclosure. Should Client be requested to
disclose such material by any person, whether by court process or otherwise, it shall promptly
notify Consultant who shall be responsible for protecting the confidentiality of such materials in
the manner that Consultant deems appropriate.
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4. Consultant shall not name or otherwise identify or refer to Client as a
representative client for any purposes without first obtaining the written consent of Client.
5. Title to all notes, memoranda, plans, drawings, specifications, designs, sketches,
models, programs, software, reports, and other tangible documents produced by Consultant
pursuant to this Agreement shall be and remain the sole and exclusive property of Client.
Consultant may retain copies of the above work product.
6. The terms and conditions of this Article shall survive the termination of this
Agreement.
ARTICLE VIII - LIENS
Consultant shall promptly discharge its obligations to its laborers, materialmen,
subcontractors, and creditors and shall ensure that its subcontractors do likewise. In the event
that any subcontractor, materialman, or creditor of Consultant shall file a lien for payment of
services or material related to this Agreement, Client shall notify Consultant and Consultant shall
indemnify Client from and against any liability, claim, demand, damage, cost, and expense,
including attorneys' fees and litigation costs, provided the lien arises from services or materials
supplied pursuant to the performance of the Work under this Agreement by Consultant or any of
its subcontractors. The provisions of this Article shall survive any termination or expiration of
this Agreement, notwithstanding payment or settlement between parties unless any such
settlement is in writing and such writing explicitly refers to this Article. Consultant shall certify
payment of all subcontractors by execution of the Final Affidavit attached as Exhibit B.
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ARTICLE IX - CLEAN UP
At the completion of the Work, Consultant shall clear the Site and surrounding premises
of all debris, rubbish and any wastes associated with the work caused by Consultant's operations
hereunder, including without limitation, any solid or liquid and other investigative derived wastes
that are generated or otherwise associated with the installation of any groundwater wells or soil
borings required under this Agreement or by Applicable Law. Consultant shall be responsible
for the proper treatment storage and disposal of such debris, rubbish or wastes.
ARTICLE X - TERMINATION
1. Client reserves the right to terminate this Agreement at any time, for any reason,
upon ten (10) days' written notice to Consultant. If Client fails to make timely payment of any
sum owed to Consultant, Consultant shall have the right, notwithstanding any other provision of
this Agreement, to terminate this Agreement upon thirty (30) days' written notice to Client. In
either event, payment shall be due to Consultant only for those services performed by Consultant
up to the date of receipt of written notice of termination. Upon termination, Consultant shall,
upon payment by Client of any sum owing and due, provide and turn over to Client all
environmental data, analyses, drawings and reports prepared up to and including the date of such
termination.
2. Each of the following events shall constitute a default by Consultant for purposes
of this section: (a) commencement of proceedings by or against Consultant under any law
relating to bankruptcy or insolvency; (b) refusal or failure of Consultant to comply with
Applicable Law, or orders of any public authority having jurisdiction over Consultant which
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affects performance of the Work under this Agreement; and (c) failure by Consultant to
materially comply with any of the terms or conditions of this Agreement. Within a reasonable
time after Client has knowledge of the affective cause for termination, Client shall notify
Consultant in writing of said cause and Consultant shall have up to seven (7) days thereafter
within which to cure such default, providing Consultant is able to cure the default and complete
the Work within the time prescribed. In the event Consultant refuses or is unable to cure said
default within said time period, Client shall have the right to terminate this Agreement forthwith.
Consultant shall promptly assign to Client or a designee of Client such contracts and purchase
orders as Client shall request to be assigned in connection with the Work. Upon any termination
hereunder, Consultant shall be entitled to payment for the Work performed prior to termination
as provided below. Upon completion of the Work or at such time as Client elects not to
complete the Work, Client shall pay to Consultant the amount by which sums due to Consultant
at the time of termination for Work theretofore performed exceeds the loss and damage of Client
directly attributable to the default. In the event that the loss and damage to Client directly
attributable to the default exceeds the amount due to Consultant provided for herein, Consultant
shall be liable to Client in the amount of such excess and shall promptly pay such amount upon
demand, provided such costs to complete the Work are reasonable under the circumstances.
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ARTICLE XI - INSURANCE
Consultant shall, at its sole cost and expense, at all times during this Agreement, maintain
such insurance as will protect it from claims under workers' compensation laws, disability benefit
laws or other similar employee benefit laws; from claims for damage because of bodily injury,
occupational sickness or disease, or death of its employees, and claims insured by usual personal
injury liability coverage; from claims for damages because of bodily injury, sickness or disease,
or death of any person other than its employees including claims insured by usual personal injury
liability coverage; and from claims for injury to or destruction of property, including loss of use
resulting therefrom -- any or all of which may arise out of or result from any action of
Consultant, its employees or its subcontractors in its performance of this Agreement.
Throughout the term of this Agreement, Consultant shall maintain liability insurance coverage
for property damage, bodily injury, contractual liability, and personal injury in an amount of at
least $1,000,000.00 combined single limit and professional liability insurance coverage in an
amount of at least $1,000,000.00 per loss.
All such insurance required hereunder shall be with companies and on forms acceptable
to the Client, which identify Client as additional named insured and shall provide that the
coverage thereunder may not be reduced or canceled unless thirty (30) days prior written notice is
furnished to Client. Consultant shall furnish Client with Certificates of Insurance at the time of
execution of this Agreement by Consultant. Client's failure to receive the Certificates of
Insurance pnor to performance of work by Consultant shall not be deemed a waiver of
Consultant's obligations to procure and maintain the insurance specified herein. Receipt and
acceptance of the Certificates of Insurance or other similar document does not constitute
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acceptance or approval of amounts or types of insurance which may be less than required by this
article.
ARTICLE XII - TAXES
Unless otherwise noted herein, all prices and rates include all applicable taxes.
Consultant shall pay, when due, all local, state, and federal taxes applicable to the performance of
the work under this Agreement.
ARTICLE XIII - REPRESENT A TIONS. WARRANTY AND LIABILITY
1. Consultant warrants that its services under this Agreement shall be performed in a
thorough, efficient, and workmanlike manner, promptly and with due diligence and care, and in
accordance with that standard of care and skill ordinarily exercised by members of the profession
doing similar work.
2. Consultant represents that it has received, reviewed and is otherwise familiar with
the Assessment Reports associated with the Site.
3. Consultant represents and warrants that all services performed under this
Agreement shall be in full compliance with all applicable federal, state and local statutes, laws,
rules, regulations, codes, orders, plans, injunctions, decrees, rulings or ordinances, or judicial or
administrative interpretations thereof, whether currently in existence or hereafter amended,
enacted or promulgated, including without limitation, the Occupational Safety and Health Act
("OSHA"), 40 Code of Federal Regulations Part 280, Subpart G, Chapter 62-761, F.A.C. and
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Florida Department of Environmental Protection ("FDEP") guidance "Pollutant Storage Tank
Closure Assessment Requirements." (collectively, the "Applicable Law").
4. Consultant shall have an approved Comprehensive Quality Assurance Plan
("ComQAP") on file with the Department which shall apply to all sampling and analysis
undertaken pursuant to and in accordance with this Agreement. The ComQAP shall have been
prepared in accordance with the requirements set forth in Chapter 62-160, F.A.c., as amended
from time to time. All Work shall be done in accordance with the FDEP-approved ComQAP.
5. Any laboratories Consultant subcontracts with to perform services related to this
Agreement shall be appropriately certified under Applicable Law. Consultant shall ensure that
all chemical analyses undertaken pursuant to and in accordance with this Agreement shall be
conducted consistent with all applicable rules, regulations, guidelines and specifications relating
to quality assurance and quality control. If re-sampling is required because of invalid data,
Consultant shall perform or arrange for re-sampling at no cost to Client. Client may require re-
analysis of all parameters for the sample(s) of concern.
6. Consultant agrees to indemnify, save harmless and defend Client, its officers,
directors, shareholders, partners, employees, agents and assigns from and against any and all
liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto
(including costs of defense, settlement and reasonable attorneys' fees), which Client, or its
officers, directors, shareholders, partners, employees, agents and assigns may hereafter incur,
become responsible for or payout as a result of death or bodily injuries to any person, destruction
or damage to any property, contamination of or adverse effects on the environment, or any
violation of Applicable Law, caused by (i) Consultant's breach of any term or provision of this
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Agreement; or, (ii) any negligent or willful act or omission of Consultant, any subcontractor, and
their respective officers, directors, employees or agents in the performance of this Agreement.
The terms and provisions of this indemnification paragraph shall survive the termination of this
Agreement.
7. Consultant further represents and warrants that Consultant and its agents,
employees, contractors and subcontractors are authorized, licensed and permitted under
Applicable Law to perform Consultant's obligations under this Agreement, including without
limitation, the labeling, manifesting, handling, transporting, treating and disposing of all
excessively impacted soils removed from the site, and, in the event Consultant, contractor,
subcontractor or any of them loses its license or permitted status or is otherwise in violation of
any Applicable Law, hereafter during the term of this Agreement, Consultant shall promptly
notify Client in writing. Consultant shall timely file all required notices with all appropriate
government regulatory agencies and shall obtain all permits, licenses and/or approvals required
by Applicable Law to complete said Work.
8. Consultant shall require any subcontractor performing Work at the Site to carry,
and to name, Client as an additional insured on insurance policies having the same coverage and
limitations as those described in Article XI of this Agreement and to indemnify the Client to the
same extent as set forth by Section XIll (6) of this Agreement, provided however, that such
indemnity shall be limited to those Claims arising from or associated with that portion of the
Work covered by the applicable subcontract.
9. Consultant shall be fully responsible to the Client for the acts of all subcontractors
and of persons directly or indirectly employed by the subcontractors to the same extent as for any
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negligent or willful act or omiSSion of Consultant, its employees, agents, contractors or
subcontractors or their respective officers, directors, employees or agents, in the performance of
this Agreement.
10. Consultant represents that it has, or will secure at its own expense, all personnel
required in its performance of the services described in this Agreement. Consultant shall be
responsible for supervision and direction of the performance of services by Consultant's
employees and the services of any approved subcontractor. Client reserves the right to review
the qualifications of any individuals assigned by Consultant to carry out the Work and the right to
reject those which are not in the Client's reasonable opinion qualified. This in no way relieves
Consultant of the obligation to select and assign qualified personnel to provide these services or
of the liability incurred therefrom.
ARTICLE XIV -PERMITS
1. Consultant warrants that it has, or will secure by the time the Work commences,
all notices, permits (with the exception of the permit allowing discharge of water in the
previously excavated areas HL-l and HL-5 to the local sanitary sewer system) or approvals
which are required for the Work to be performed hereunder, and shall timely file all required
notices with the appropriate governmental regulatory agencies/departments. Consultant shall
furnish to Client, upon request, copies of all such notices, permits and approvals. Consultant
shall give Client oral notice, followed with written notice, of the modification, revocation, or
cancellation of, or decision not to renew, any permit or approval necessary for the work to be
performed. Client shall be responsible for providing to Consultant all required construction
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drawings, designs or plans required for permitting the Work. Client shall also be responsible for
filing the appropriate notices of commencement required under Chapter 713, Florida Statutes.
2. Except as otherwise provided herein, if any change occurs with respect to any
Applicable Laws associated with the rights or obligations contained in this Agreement, either
party shall have the option to immediately terminate this Agreement or to have the terms of this
Agreement renegotiated to bring this Agreement and the respective obligations or rights of the
parties into compliance with such change or changes.
ARTICLE XV -PROHIBITION OF TRANSFER
Consultant shall not sell or transfer any excessively impacted soils or Disposal Material
covered under this Agreement, except as provided for herein.
ARTICLE XVI -HEALTH AND SAFETY PLAN
Consultant shall prepare a Health and Safety Plan in accordance with the requirements of
Applicable Law, which shall be submitted to Client before commencement of the Work. The
attached Exhibit C is a list of issues to be addressed in the Health and Safety Plan ("Plan"), as
applicable, which Plan shall be delivered to Client not less than ten (10) business days prior to
the commencement of the Work. The list is merely advisory and is not intended to provide a
complete statement of safety-related issues. Consultant shall comply with, and instruct and cause
its employees, subcontractors, and their respective employees, to comply with any and all safety
equipment requirements needed in order to safely perform the Work. Consultant shall
immediately report to Client the occurrence and cause of any death, disease, or injury at the Site
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believed to be related to the Work. Consultant shall arrange for first aid treatment for
job-incurred injuries in accordance with the requirements of its worker's Plan or this section and
the action to be taken. Consultant shall (immediately, if so directed, otherwise in not more than
forty-eight (48) hours after receipt of such notice) make all reasonable efforts to correct the
existing conditions which were associated with or contributed any of the aforementioned death,
disease, or injury at the Site believed to be related to the Work. If Consultant fails to do so,
Client may stop all or any part of the Work hereunder. When satisfactory corrective action is
taken by Consultant, a start order will be issued by Client. No part of the time lost due to any
such Work stoppage shall be made the subject for claim for extension of time or for additional
costs or damages by Consultant.
ARTICLE XVII -INSPECTIONS
Client or its representatives shall have the right to inspect and obtain copies of all written
licenses, permits, or approvals issued by any governmental entity or agency to Consultant, or its
contractors or subcontractors, which are applicable to the performance of the Work under this
Agreement; to inspect and test, at its own expense, transportation vehicles or vessels, containers,
or disposal facilities provided by Consultant; and to inspect the handling, loading, transportation,
storage or disposal operations conducted by Consultant in the performance of this Agreement.
Notwithstanding the foregoing, nothing contained herein or elsewhere in this Agreement shall
require Consultant to disclose to Client or permit Client to examine proprietary or confidential
information of Consultant.
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ARTICLE XVIII - CONFLICT OF INTEREST
Consultant shall accept no employment for its services that would conflict with its
representations of Client pursuant to the terms of this Agreement.
ARTICLE XIX - NOTICE
Any Notice to be given under this Agreement shall be in writing and delivered to address
of the respective party listed below:
To Client Miles Ballogg
CITY OF CLEARWATER
112 South Osceola Avenue
Clearwater, Florida 33758-4748
Tel: (727) 562-4023
Fax: (727) 562-4037
with a copy to: William L. Pence, Esq.
AKERMAN SENTERFITT & EIDSON, P.A.
P.O. BOX 231
Orlando, Florida 32802-0231
Tel. (407) 843-7860
Fax (407) 843-6610
To Consultant Mr. Edwin W. Siersema, Jr., P.G.
URS/DAMES & MOORE, INC.
One North Dale Mabry, Suite 700
Tampa Florida 33609
Tel. (813) 875-1115
Fax (813) 874-7424
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ARTICLE XX - AGENCY CONTACTS
Consultant shall not contact, negotiate or otherwise confer with the United States
Environmental Protection Agency, State of Florida Department of Environmental Protection, or
local environmental agency personnel regarding its services to be performed pursuant to this
Agreement without first providing advance notice to Client and receiving approval from Client
for such activity.
ARTICLE XXI - DISPUTES
In connection with any legal proceeding brought to enforce the terms and conditions of
this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all
costs, expenses and reasonable attorneys' and paralegals' fees incurred by the prevailing party in
such proceedings, including all costs, expenses, and reasonable attorneys' and paralegals' fees
incurred on appeal, in administrative proceedings, or in any arbitration.
ARTICLE XXII - GOVERNING LAW
All parties agree that this Agreement and the contents thereof are to be interpreted and
enforced pursuant to the laws of the State of Florida. Any action at law, suit in equity, or judicial
proceeding for the enforcement of this Agreement or any provision hereof shall be instituted and
maintained only in the courts of the County of Pinellas, State of Florida, and Consultant hereby
consents to the jurisdiction of said courts.
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ARTICLE XXIII - ENTIRE AGREEMENT
This Agreement supersedes any and all oral or written agreements and understandings
heretofore made relating to the subject matter hereof and contains the entire agreement of the
parties relating to the subject matter hereof. Consultant acknowledges and agrees that the terms
and conditions of the Agreement, including without limitation, any warranty and/or indemnity
provisions, shall in no way be modified, amended or replaced by any conflicting, limiting or
contradictory provisions enunciated in any preprinted terms or condition, proposal, report,
purchase order, work order, invoice or other document generated by the Consultant for the Client
associated with the Site.
Client's failure to object to such conflicting, limiting and/or
contradictory language shall not be deemed a waiver of Consultant's obligations under the
express terms and conditions set forth in this Agreement. Receipt and acceptance of any
preprinted terms or condition, proposal, report, purchase order, work order, invoice or other
documentation associated with the Agreement, including without limitation, any warranty and/or
indemnity provisions, shall not constitute acceptance or approval of any terms or conditions
which may conflict, limit or contradict the express terms and conditions of this Agreement, even
if such documents are signed by representatives of both parties.
[REST OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their respective representatives, each such representative having
been first duly authorized so to act, as of the Effective Date hereinabove written.
DAMES & MOORE, INC.
BY:~
Name: Edwin W. rsema, Jr., P.G.
Title: Associate, Manager Waste Management Group - Tampa
CITY OF CLEARWATER, FLORIDA
Countersigned:
BY: ~~~
NAME: Brian J. Af/t st
TITLE: Mayor-Commissioner
BY~~<&JI
NAME: William B. Horne, II
TITLE: Interim City Manager
Approved as to form:
Attest:
BY:~~
NAME: Carassas
TITLE: Assistant City Attorney
BY: ~LJL p..
NAME: thia E. GOlldeau
TITLE: City Clerk
-
---
DATE:
It! "If ~
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)
Exhibit A
Consultant's Scope of Work
Please see attached.
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111 DAMES & MOORE
.ettU)II:.II ADAMES&MOOREGROUPCoMPANy-------m------
EXHIBIT A
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October 18,2000
One North Dale Mabry Highway
Suite 700
Tampa, Florida 33609
813 875 1115 Tel
813 8747424 Fax
Mr. Miles Ballogg
City of Clearwater
Economic Development Team
112 South Osceola Avenue
Clearwater, Florida 33758-4748
Re: Proposal - Additional Soil Remediation
Property B - 901-927 Cleveland Street
Clearwater, Florida
Dear Mr. Ballogg:
1.0 INTRODUCTION
Dames & Moore is pleased to submit this proposal which presents the scope of work for
environmental services to be performed at the above-referenced property. Specifically, this proposal
includes the tasks, schedule and estimated fee for additional soil remediation. This proposal is
submitted in response to your request on October 17,2000.
2.0 BACKGROUND
In June 2000, twelve hydraulic lifts were removed from the subject property prior to site demolition.
One hydraulic lift (HL-1) was located south of the auto repair facility. Five hydraulic lifts (HL-2
through HL-6) were located in the Honka Automotive area and six hydraulic lifts (HL-7 through
HL-12) were located in the Caseber furniture warehouse area.
Visibly contaminated soil was observed in the area surrounding hydraulic lift HL-1. A minor
amount of visibly impacted soil was observed in the area surrounding hydraulic lift HL-5. Visibly
impacted soil was not observed at the remaining hydraulic lift areas. On September 14, 2000,
approximately 300 cubic yards of soil was removed from the hydraulic lift areas HL-1 and HL-5.
Post-excavation confirmation soil sampling indicated that a soil sample collected at hydraulic lift
HL-1 contained concentrations of total recoverable petroleum hydrocarbons (TRPH), benzo (a)
pyrene, l-methylnaphthalene, 2-methylnaphthalene and naphthalene at concentrations that exceeded
residential direct exposure or leachability soil cleanup target levels as established in Chapter 62-777,
Florida Administrative Code. Confirmation soil samples collected at hydraulic lift HL-5 contained
benzo (a) pyrene at concentrations that slightly exceeded the residential direct exposure soil cleanup
target level of 0.1 milligrams per kilogram (mg/kg).
Supplemental soil delineation was performed at the two excavation areas (HL-1 and HL-5) on
October 4 - 5,2000. At area HL-1, composite soil samples were collected five feet and ten feet out
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Mr. Miles Ballogg
October 18, 2000
Page 2
from the north and east sidewalls. A composite soil sample was also collected seven feet south of
the south sidewall, along the edge of Park Street. At area HL-5, composite soil samples were
collected five feet and ten feet out from the west and north sidewalls. The composite soil samples
were analyzed for polynuclear aromatic hydrocarbons (EP A Method 8270).
Evaluation of the analytical results indicates that the extent of soil contamination along the west and
south sidewalls of excavation area HL-5 have been adequately delineated. However, the analytical
data indicates that that the extent of impacted soil along the north and east sidewalls of excavation
area HL-1 have not been fully delineated. The soil samples collected in this area contained
concentrations ofbenzo (a) pyrene that exceeded the residential direct exposure soil cleanup target
level of 0.1 mg/kg. The composite soil sample collected seven feet south of the south sidewall of
this excavation area contained benzo (a) pyrene at a concentration of 0.11 mg/kg which only very
slightly exceeded the residential direct exposure soil cleanup target level. This data suggests that
impacted soil may not extend appreciably beyond Park Street.
As discussed above, the extent of soil contamination at excavation area HL-5 has been adequately
delineated. Dames & Moore estimates that approximately 70 cubic yards (105 tons) of soil in this
area will require removal to meet residential criteria. Dames & Moore plans to collect and analyze
additional soil samples in the vicinity of excavation area HL-I in order to delineate the extent of
impacted soil. For the purposes of this proposal, Dames & Moore will assume that the existing
excavation area HL-1 will expand approximately 50 feet to the north, 30 feet to east and 20 feet to
the northeast. Based on this assumption, approximately 725 cubic yards (1090 tons) of soil will
require removal to meet residential criteria. It is important to note that amount of soil that will
require removal in this excavation area could vary significantly based on the results of additional soil
delineation.
3.0 SCOPE OF WORK
3.1 PROJECT MANAGEMENT
Dames & Moore will assemble the appropriate project team to conduct the scope of work outlined
herein. This task includes project management which consists of project planning, coordination, and
contracting with the site contractor and laboratory. In addition, as required by the State of Florida,
Dames & Moore will contact the local agency for underground utility clearance.
3.2 ADDITIONAL SOIL REMEDIATION
Dames & Moore proposes to excavate additional soil in the two excavation areas (HL-1 and HL-5).
At excavation area HL-5, approximately 70 cubic yards (105 tons) of soil will be removed. At
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Mr. Miles Ballogg
October 18,2000
Page 3
excavation area HL-I, Dames & Moore assumes that approximately 725 cubic yards (1090 tons) of
soil will be removed. In each area, soil will be excavated to a depth of approximately five feet below
land surface. Prior to additional soil removal, groundwater that has accumulated in the two
excavations will be pumped to the sanitary sewer system. Dames & Moore assumes that the City
of Clearwater will be responsible for obtaining permission to discharge groundwater to the sanitary
sewer system.
Confirmation soil samples will be collected from the sidewalls and/or base of both excavations.
Several samples will be collected from each sidewall and composited. Several soil samples may also
be collected from the bottom of each excavation and composited. Three confirmation soil samples
will be collected from excavation area HL-5 and seven confirmation soil samples will be collected
from excavation area HL-l. The soil samples will be forwarded to U.S. Biosystems and analyzed
for polynuclear aromatic hydrocarbons (EP A Method 8270) and TRPH using the Florida Petroleum
Range Organic (FL-PRO) method. The interior of each excavation area will be backfilled with clean
soil.
Excavated soil will be placed on and covered with visqueen. Soil samples will be collected from the
stockpile for waste characterization purposes. The number of samples collected will be based on the
amount of soil removed. Upon receipt of the analytical results, a waste characterization form will
be completed and arrangements will be made to transport the soil to a licensed disposal facility.
If the analytical results of the soil confirmation samples indicate that petroleum impacted soil has
been effectively removed, the excavated areas will be completely backfilled with clean soil.
3.3 REPORTING
Upon completion of the tasks described above, Dames & Moore will incorporate the findings of
these supplemental activities in the Hydraulic Lift Removal Report. Information will include a
summary of field activities, results, data evaluation, conclusions, and recommendations.
3.4 MEETINGS
Dames & Moore will attend up to two meetings on behalf of the City of Clearwater. Dames &
Moore assumes that these meetings will be conducted in Clearwater or Tampa.
4.0 SCHEDULE
Dames & Moore will utilize Advantage Environmental Services, Inc., (Advantage) to provide
relevant contractor services such as soil excavation and stockpiling, loading, transportation and
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October 18, 2000
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disposal and excavation backfilling. Advantage has provided these services for the initial excavation
of these two areas. Soil excavation activities will be initiated in approximately three to four days
following authorization to proceed. It is anticipated that soil excavation activities will be completed
in two to three working days. Removal of impacted soil and backfilling the excavated areas will be
completed in approximately two working days. Analytical results will be available within five to
seven working days following sample collection. A revised Hydraulic Lift Removal Report will be
provided three to four weeks following receipt of all laboratory results and disposal records.
5.0 ESTIMATED PROJECT FEES
Dames & Moore proposes to perform the scope of work herein on a time and expense basis in
accordance with the Professional Services Agreement between Dames & Moore and the City of
Clearwater dated May 16,2000. On this basis, Dames & Moore's fees are estimated to be $89,500.
Unit costs and estimated fees for the contractor work are provided in the following table.
Task Description
Project Management
Soil Remediation
. Transportation & Disposal (est. 1195 tons)
. Excavation/equipment/labor (est. 3 days)
. Loading/equipment/labor (est. 2 days)
· Backfilling (1145 cubic yards)
. Laboratory (4 pre-burn, 11 confirmation)
. Pump water from existing excavations
(assumes City obtains permission to dispose
of water in sanitary sewer)
Data Evaluation/Reporting
Meetings
D&M
Laboratory
Contractor
$ 950
$5,550
$72,000
$3,000
$5,000
$3,000
The cost estimate is based on the following unit rates:
Transportation & Disposal- $37.50 per ton plus 5% handling charge
Backfill - $8.50 per yard plus 5% handling charge
Excavation/loading/equipment/labor (est. 5 days) - $13,300 plus 5% handling charge
Laboratory - cost plus 5% handling charge
Activities conducted under this revised proposal will be performed in accordance with the unit rates
agreed upon under our existing contract dated May 16,2000 for this project. Any variations to the
schedule, scope of work, or site description may require a modification to the cost estimate.
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Mr. Miles Ballogg
October 18,2000
Page 5
Dames & Moore appreciates the opportunity to submit this revised proposal and looks forward to
working with the City of Clearwater on this proj ect. If this revised proposal is acceptable, please
return the Acceptance Copy with your signature (this may be provided by facsimile) to our office.
Please do not hesitate to call if you have any questions or comments.
Sincerely,
DAMES & MOORE
d /7
..~ ~/?'//
. ,~ ~// c
. .. // ......--.-.--
~~ ~,J' ...._
.. '" --_.~-----
.------
Thomas J. Carberry
Senior Project Manager
Edwin W. Siersema, Jr., P.G.
Associate, Manager
Waste Management Group - Tampa
TJC/EWS/jmk
(2 copies submitted)
cc: Karma Killian - City of Clearwater
William L. Pence - Akerman, Senterfitt & Eidson, P.A.
ACCEPTED BY:
Legal Name of Firm:
Authorizing Individual:
(pnntedltyped)
Authorized Signature:
Dated:
ACCEPTANCE COPY
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Exhibit B
FINAL AFFIDAVIT
STATE OF
COUNTY OF
BEFORE ME, the undersigned authority, personally appeared
sworn, deposes and says of his personal knowledge as follows:
who, after being first duly
I. He is the (title) of
State of Florida (hereinafter referred to as the "Consultant").
which does business in the
n. The Consultant, pursuant to a contract dated , 2000, with City of Clearwater (hereinafter
referred to as the "Client"), has furnished or caused to be furnished labor, material and services for the construction of
certain improvements as more particularly set forth in said contract.
III. This Affidavit is executed by the Consultant in accordance with Section 713.06(3)(d) of the Florida
Statutes for the purpose of obtaining a final payment from the Client in the amount of $
IV. All work performed under the contract referred to above has been fully completed, and alllienors under
this contract have been paid in full, except the following list of lienors:
STATE OF
COUNTY OF
Sworn to and subscribed before me this _ day of
Notary Public
Print:
Personally known
OR Produced ill
Type of ill Produced
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EXHIBIT C
HEAL TH AND SAFETY PLAN
The following is a list of issues which shall be addressed in the Health and Safety Plan
("Plan"), as applicable. This list is merely advisory and is not intended to provide a complete
statement of safety-related issues. The Plan shall otherwise conform to the requirements set forth
under the Occupational Health & Safety Act, including without limitation, the requirements of 29
CFR ~191O.120.
(1) Introduction. Overview of Consultant's project responsibilities. Health and
safety responsibilities of key personnel.
(2) Personal Protective Equipment. Description of the personal protective equipment
selected and its use. Rationale for selection of the equipment.
(3) Work Zones and Decontamination Procedures. Identification of work and
decontamination zones. Description of personnel, personal protective equipment, heavy
equipment and tool decontamination procedures. Description of equipment and procedure for
emergency/normal decontamination.
(4) Personnel Training Program. Description of personnel training program.
(5) Medical Surveillance.
(6) Emergency Response Plan.
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