TO CONDUCT A SOURCE REMOVAL OF PROPERTY
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into as of December 10, 1999 (the "Effectiye
Date"), by and between the City of Clearwater located at 110 S. Osceola Avenue, Clearwater,
Florida 33756 ("Client") and WRS Infrastructure and Environment located at 111 Kelsey Lane
Suite B, Tampa, Florida 33619 ("Consultant").
WIT N E SSE T H:
WHEREAS, Client desires to contract with qualified experts to conduct a "Source
Remoyal" of property, located at 804-804.5 Pennsylvania Ave., (the "Site"), sufficient to
remoye impacted soils, backfill with clean soils and to provide confirmation and pre-burn
analytical testing. 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 year from the date of this agreement.
This agreement may be extended for a period of time upon mutual agreement of the parties.
ARTICLE II - SCOPE OF WORK
Consultant shall perform the work plan as set forth in Consultant's letter dated October
25, 1999, which is attached hereto as Exhibit "A" and incorporated by reference, and which
shall specifically include the following tasks:
At the completion of the work plan outlined above (collectively, "Work"), Consultant
shall generate a summary report including site diagrams, boring logs, laboratory analytical
and inyestigatory results of such work, whether such results indicate levels which exceed State
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of Florida Maximum Contaminant Levels ("MCLs"), and Consultant's conclusions and
recommendation(s). The final Source Remoyal Report shall be signed and sealed by a
professional engineer or professional geologist and shall be certified to Client.
ARTICLE III - INDEPENDENT CONSULTANT
Consultant is and shall perform this Agreement as an independent professional
contractor, and as such, shall haye 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, representatiye, employee or servant of Client.
ARTICLE IV - COMPENSATION
1. Fees payable to Consultant for the professional services performed during the
work described in Article II and Exhibit II A II shall be equal to the number of hours actually
expended directly on the project by individuals times the hourly rate for the individuals, plus
reimbursable expenses as defined in Article IV, Paragraph 2. Consultant's hourly rates, a
copy of which is included with Exhibit "A" herein, include all direct and indirect costs.
Indirect costs include such items as oyerhead, profit, and such statutory and customary fringe
benefits as social security contributions, sick leaye, unemployment, excise and payroll taxes,
workers' compensation, health and retirement benefits, bonuses, annual leave, and holiday
pay.
2. Reimbursable expenses shall mean the actual expenses of Consultant in the
administration of this Agreement, including subsistence of principals and employees,
subcontractors' fees, toll telephone calls and telegrams, reproduction of reports and other
project-related materials, expendable supplies directly used on the project, computer charges,
equipment and laboratory use fees, and similar project-related items, plus an administrative
surcharge of fiye percent (5 %).
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3. The maximum costs for fees and reimbursable expenses described in Article IV
for the work described in Article II is SIXTY FOUR THOUSAND AND 50/100 Dollars
($64,157.50). Notice of any expected cost overruns in excess of the maximum cost stated
aboye or the maximum cost for each itemized project task as described in Exhibit "A," shall be
giyen to Client as soon as cost oyerruns are reasonably expected by Consultant to be necessary
to accomplish the services required by this Agreement. Any cost oyerruns shall also be
presented to Client in change order form with justification stated for the necessity of exceeding
said maximum costs. In no event shall such maximum costs be exceeded without
authorization from Client by written approval of the appropriate change order. Any fees
or reimbursable expenses Consultant incurs in excess of said maximum costs and without
approval of the appropriate change order by Client shall be entirely at Consultant IS
obligation and expense and the Client shall not be liable for same.
4. Delays not caused by Consultant but which are the result of unforeseen
occurrences including but not limited to unfavorable weather conditions, strikes, floods, or
fires which extend the effort required may constitute a Change-of-Scope. Additional effort
resulting from such delays will be billed in accordance with Article IV, upon prior notice to,
and written approyal by Client, in accordance with the procedures and requirements of Article
IV, Paragraph 3.
5. Services performed at Client I s request beyond those defined by Article II shall
constitute a Change-of-Scope, will be documented by a change order, and will be billed as
outlined above. Upon written approyal 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.
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ARTICLE V - METHOD OF PAYMENT
Consultant shall inyoice Client for all seryices rendered under this Agreement within
thirty (30) days from completion of the Work. The original invoice and one (1) copy, shall be
submitted to the Client, attention of Miles G. Ballogg .
Inyoices shall be due and payable within thirty (30) calendar days after receipt. Client
shall notify Consultant in writing of any disputed amount within thirty (30) calendar days after
receipt of inyoice; otherwise all inyoice charges will be considered acceptable and correct.
Any unpaid balance for other than disputed charges will draw interest at the rate of one percent
(1 %) per month, commencing thirty (30) days after receipt of inyoice.
Consultant's inyoice shall proYide the following information:
1. Description of services and expenses rendered in a format identifying specific
program tasks and expenses.
2. T otallabor costs as defined in Article IV.
3. 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 inyoice to the maximum costs authorized by Article IV.
5. Copies of all subcontractor invoices and any other supporting documentation.
Client has the right, at its 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 interyals 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.
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ARTICLE VI - TIME FOR COMPLETION
Consultant shall commence the Work outlined in Exhibit "A" on or before December
1 0, 1999. Consultant shall deliyer its draft summary letter report on or before December 17,
1999, to Miles G. Ballogg. Three (3) signed and sealed originals of the summary letter report
shall be deliyered to Client, care of Miles G. Ballogg at the aboye address, within three (3)
days from Consultant's receipt of Client's comments to the draft summary letter report. 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. 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 $200.00.
ARTICLE VII - LIENS
Consultant shall promptly discharge its obligation to its laborers, materialmen,
subcontractors and creditors and shall insure that its subcontractors do likewise. In the event
that any subcontractor, materialman, or creditor of the contractor shall file a lien for payment
of seryices or material related to this Agreement, the 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, proYided the lien arises from
seryices or materials supplied pursuant to contractor's performance of the Work herein. The
proYisions of this Article shall suryiye 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 Affidayit attached as Exhibit "B".
In the event that Consultant or a subcontractor of Consultant fails to discharge an
obligation to its laborers, materialmen, subcontractors, and creditors as required by this
ARTICLE within sixty (60) days of a written request by Client, Client may obtain a bond
from a bonding company authorized to do business in Florida bonding such lien(s) and
charge the bond premium against the unpaid contract price. If the contract price has
been paid to the Consultant, Client may charge the cost of the bond premium back to the
Consultant who shall pay the same within thirty (30) days.
ARTICLE VIII - CLEAN UP
At the completion of the Work, Consultant shall clear the Site and surrounding
premises of debris, rubbish and any wastes associated with the Work caused by Consultant 's
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operations hereunder, including without limitation, any solid or liquid wastes that are
generated or otherwise associated with the installation of any wells or soil borings required
under this Agreement. Consultant shall be responsible for the proper treatment storage and
disposal of such debris, rubbish or wastes.
ARTICLE IVIII - TERMINATION
Client reserves the right to terminate this Agreement at any time, for any reason, upon
ten (10) days written notice to Consultant. In the event Client shall fail to make timely
payment of any sum owing and due Consultant, Consultant shall haye the right,
notwithstanding any other proYision 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 the Client of any sum
owing and due, proYide and turn over to Client all environmental data, analyses, drawings and
reports prepared up to and including the date of such termination.
ARTICLE IX - INSURANCE
Consultant shall proYide insurance and comply with all requirements in Exhibit "C"
attached hereto and made a part hereof.
ARTICLE X - REPRESENTATIONS. WARRANTY AND LIABILITY
1. Consultant warrants that its serYices under this Agreement shall be performed in
a thorough, efficient, and workmanlike manner, promptly and with due diligence and care, and
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in accordance with that standard of care and skill ordinarily exercised by members of the
profession doing similar work.
2. Consultant represents and warrants that all SerYICeS performed under this
Agreement shall be in strict accordance with all applicable federal, state and local statutes,
laws, rules, regulations, codes, orders, plans, permits, licenses, injunctions, decrees, lawful
rulings or ordinances, or judicial or administratiye interpretations thereof, whether currently in
existence or hereafter amended, enacted or promulgated, (collectively, the "Applicable
Law").
Client may order that the work stop if a condition of immediate danger to
Client's employees, equipment or property damage exists. This provision shall not shift
responsibility or risk of loss for injuries or damage sustained from the Consultant or any
subcontractor of Consultant to Client, and the Consultant shall remain solely responsible
for compliance with all safety requirements and for the safety of all persons and property
at the site of Contract Performance.
3. Consultant represents that it has received, reviewed, and is otherwise familiar
with the following documents: Hazardous Materials Removal Report performed by OHC
dated June 1998, Leyel One Environmental Assessment performed by PBS&J dated March
1999 and the Phase II Screening EnYironmental Assessment Report performed by WRS dated
May 18 , 1999.
4. Any laboratories Consultant subcontracts with to perform services related to this
Agreement shall be appropriately certified pursuant to Applicable Law. Consultant shall
ensure that all chemical analyses undertaken pursuant to and in accordance with this
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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 due
to inyalid 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.
5. Consultant agrees to indemnify, saye harmless and defend Client, its officers,
directors, commissioners, 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, commissioners, 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
adyerse effects on the enyironment, or any yiolation of Applicable Law, caused by (i)
Consultant's breach of any term or proyision of this Agreement; or, (ii) any negligent or
willful act or omission of Consultant, any subcontractor, and their officers, directors,
employees or agents or employees in the performance of this Agreement. The terms and
provisions of this indemnification paragraph shall suryive the termination of this Agreement.
6. 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 seryices of any approyed subcontractor. Client reseryes 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 XI - CONFLICT OF INTEREST
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Consultant shall accept no employment for its seryices that would conflict with its
representations of Client pursuant to the terms of this Agreement.
ARTICLE XII - AGENCY CONTACTS
Consultant shall not contact, negotiate or otherwise confer with the United States
Enyironmental Protection Agency, Florida Department of Enyironmental Protection, or local
environmental agency personnel regarding its seryices to be performed pursuant to this
Agreement without first providing adyance notice to Client and receiving approyal from Client
for such actiyity.
ARTICLE XIII - DISPUTES
In connection with any legal proceeding brought to enforce the terms and conditions of
this Agreement, the prey ailing party shall be entitled to recoyer from the non-preY ailing party
all costs, expenses and reasonable attorneys' and paralegals' fees incurred by said 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 XIV - 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 proyision hereof shall be
instituted and maintained only in the courts of the County of Pinellas , State of Florida, and
Consultant hereby consents the jurisdiction of said courts.
ARTICLE XV - 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.
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IN WITNESS WHEREOF, the parties hereto haye caused this Agreement to be
executed on their behalf by their respectiye representatiyes, each such representatiye haYing
been fIrst duly authorized so to act, as of the date and year fIrst hereinaboye written.
Countersigned:
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Brian 1. Au t '
Mayor-Commissioner
CIT OF CLEARWATER, FLORIDA
By:
Michael 1. Roberto
City Manager
Approved as to form: Attest:
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Leslie Dougall-Sides
Assistant City Attorney
Signed: WRS INFRASTRUCTURE & ENVIRONMENT, INC.
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Approved as to 'form -
(WRS Infrastructure &Environment, Inc.)
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Luke A. Frantz. President & CEO
Printed Name and Title
WRS Infrastructure & Environment, Inc.
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~ Infrastructure & Euvironment, Inc.
EXHIBIT "A"
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111 Kelsey Lane, Suite B
Tampa, Florida 33619
(813) 620-1432
Fax: (813) 620-3649
October 25, 1999
2441 Monticello Drive
Tallahassee, Florida 32303
(850) 531-9860
Fax: (850) 531-9866
10025 NW 116th Way, Suite 12
Miami, Florida 33178
(305) 888-4090
Fax: (305) 888-0140
15 NW 35th Av~nue
Gainesville, Florida 32609
(352) 375-1909
Fax: (352) 395.7521
Mr. Miie~ aallogg
Clearwater Brownfields Coordinator
City of Clearwater Brownfields Program
Economic Development Team
P.O. Box 4748
Clearwater, FL 33758-4748
Subject:
Source Removal Cost Estimate
Designated Brownfield Area
Pine Crest Subdivision
804-804.5 Pennsylvania Ave
Clearwater, Pinellas County, Florida
Dear Mr. Ballogg:
WRS Infrastructure and Environment Inc. (WRS) is pleased to provide the City of Clearwater
(City) with this proposal to perform source remoyal activities at 804 Pennsylyania AYe., in
Clearwater, Pinellas County, Florida. The work involves excavation of impacted surficial soils,
backfill with clean fill and confirmation and pre-bum soil analytical testing. Also, a Source
Removal Report (SRR) documenting WRS activities, findings, conclusions and
recommendations will be submitted along with site maps and laboratory reports.
All site activities will be conducted in accordance with WRS, State approved Comprehensive
Quality Assurance Plan (CompQAP) # 970170, on file with the Quality Assurance Section of the
FDEP.
WRS's price to perform the above-mentioned work is contingent upon "VRS' performing all the
items quoted above. The following scope of services and assumptions were made in the
preparation of this price proposal:
. The first activity will include the excavation, removal and disposal of impacted surficial soil
to ~ Je;..:th of2.0 to 2.5 feet below land surface (ft bls) in the areas of concern including SS-2,
and SS-4 through SS-1 0, identified during WRS site assessment activities. These locations
are the former location of the auto parts area, located along the north property boundary; the
former location of automobile tanks and junk material, located along the south property area;
the former location of the drums and paint cans, located along the west property boundary
areas and the former location of the derelict bus. The estimated volume of soil to excayate,
remOve and dispose is approximately 900 tons.
M:\PROJECTS\ 1999\990032\SRCOST.DOC
. Mr. Miles Ballogg I
City of Clearwater Brownfields prtfgram
October 25, 1999
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· Backfill the excavations on site with clean fill and adequately compact with heavy
equipment. The cost of this proposal does not include compaction density testing or protor
analysis. The estimated volume of clean backfill is approximately 650 cubic yards.
· Confirmatory laboratory analysis will take place at the base of the excavated areas to insure
the impacted soils (source areas) have been adequately removed. A total of20 samples will
be collected and placed into laboratory prepared sample containers for analysis by EP A
Method 8310 (polynuclear aromatic hydrocarbons) and FL-Pro method (total recoverable
petroleum hydrocarbons). Also, in specfic areas approximately 10 locations total arsenic,
barium and cyanide will be collected and analyzed. In addition, as required by WRS
sampling protocols an equipment and duplicate sample will be analyzed.
. Impacted soil will be collected as per non-virgin pre-burn requirements and laboratory
analyzed by EPA Methods 8021, TRPH by FL-PRO, TOX by 9252A, PCB's by 8080 and the
8 RCRA Metals for proper transport and disposal to a thermal treatment facility. Five
samples will be collected and analyzed based on the estimated volume of impacted soil to be
excavated, removed and disposed.
. The cost also includes project management meetings with the FDEP and the City regarding
project status, source removal activities, findings and reporting requirements.
. A standard SRR will be prepared detailing our activities, findings, conclusions, and
recommendations.
The quotation includes WRS's price to perform the above-mentioned work for a lump sum fee of
$64,157.50.
For a detailed cost proposal refer to the attachment. Items that exceed the estimated scope of
services and presumed site conditions referenced above will be additional quantities, to be billed
at mlit r~tp. costs listed in the attachment.
M:\PROJECTS\I999\990032\SRCOST.DOC
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. Mr. Miles Ballogg I
City of Clearwater Brownfields Pro ram
October 22, 1999
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Subcontractors WRS is expected to utilize during assessment activities are listed below.
Subcontractors Service
US Biosystems Analytical Laboratory
KleenSoil International, Inc. Transport and Disposal
WRS is a fully qualified and experienced environmental contractor and is confident we can meet
the expectations of the City in performance of this work. WRS is estimating 1 week to complete
the field activities with the SRR following approximately 30 days thereafter.
Thank you for considering WRS to help manage your environmental needs. We look forward to
working with you in the very near future. Should you have any questions or require additional
information, please do not hesitate to contact me at 813-620-1432.
Sincerely,
WRS INFRASTRUCTURE & ENVIRONMENT, INC.
Attachments: Budgetary Cost Proposal
RAD/ln
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ATTACHMENT
BUDGETARY COST PROPOSAL
SOURCE REMOVAL ACTIVITIES
PINE CREST SUBDIVISION, CLEARWATER, PINELLAS COUNTY, FLORIDA
WRS INFRASTRUCTURE & ENVIRONMENT, INC. REFERENCED PROJECT No. 990032
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DIRECT LABOR
Project Manager 34 Hours $ 75.00 $ 2,550.00
Project Scientist 40 Hours $ 65.00 $ 2,600.00
Supervisor 52 Hours $ 60.00 $ 3,120.00
Staff Scientist 60 Hours $ 45.00 $ 2,700.00
Equipment Operator 52 Hours $ 40.00 $ 2,080.00
Technical illustrator 6 Hours $ 45.00 $ 270.00
Clerical 8 Hours $ 30.00 $ 240.00
SUBTOTAL-PERSONNEL $ 13,560.00
TRANSPORTATION AND DISPOSAL
T and D Non-Hazardous Soil 900 Ton $ 38.00 $ 34,200.00
SUBTOTAL - T and D $ 34,200.00
VEHICLES
Truck, Pickup 5 Day $ 65.00 $ 325.00
Truck, Pickup 5 Day $ 65.00 $ 325.00
SUBTOTAL - VEHICLES $ 650.00
CONSTRUCTION AND SPECIALIZED EQUIPMENT
Decontamination and Sampling Eq.
Front End Loader
1 Week $ 250.00 $
1 Week $ 1,700.00 $
SUBTOTAL - CONSTRUCTION AND $
SPECIALIZED EQ.
EXPENDABLES AND MATERIALS
Fuel, Mileage and Misc. Expense
Visqueen
Backfill Material
Sample Gloves
1 Lump Sum $
2 Roll $
650 CY $
50 Pair $
SUBTOTAL-EXPENDABLES
AND MATERIALS
325.00 $
55.00 $
8.00 $
0.25 $
$
m:/SRCE.xLS
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250.00
1,700.00
1,950.00
325.00
110.00
5,200.00
12.50
5,641.50
Revision Number: 0
Date: 10/25/99
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ATTACHMENT
BUDGETARY COST PROPOSAL
SOURCE REMOVAL ACTIVITIES
PINE CREST SUBDIVISION, CLEARWATER, PINELLAS COUNTY, FLORIDA
WRS INFRASTRUCTURE & ENVIRONMENT, INC. REFERENCED PROJECT No. 990032
ANALYTICAL TESTS
Polynuclear Aromatic Hydrocarbons 22 Each $125.00 $ 2,750.00
TRPH by FL-PRO 22 Each $95.00 $ 2,090.00
Arsenic 10 Each $18.00 $ 180.00
Barium 10 Each $18.00 $ 180.00
Cyanide 10 Each $20.00 $ 200.00
Pre-Burn, Non-Virgin 5 Each $550.00 $ 2,750.00
SUBTOTAL - ANALYTICAL TESTS $ 8,150.00
TOTAL LUMP SUM PROJECT COST $ 64,157.50
m:/SRCEXLS
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Revision Number: 0
Date: 10125/99