Attachment 1FOURTH AMENDMENT TO AGREEMENT
This FOURTH AMENDMENT TO AGREEMENT is dated for identification this 4th day of
February 2019 and amends that certain agreement for Fourth Amendment to Contracting
Agreement dated February 5, 2019, made by and between the Town of Los Gatos, ("Town,") and
Trinity Source Group, Inc. ("Consultant.")
RECITALS
A. Town and Consultant entered into a Contracting Agreement on June 18, 2015,
("Agreement"), a copy of which is attached hereto and incorporated by reference as Exhibit
A to this Amendment.
B. Town and Consultant entered into a First Amendment to Contracting Agreement on
December 17, 2015, ("Agreement"), a copy of which is attached hereto and incorporated
by reference as Exhibit B to this Amendment.
C. Town and Consultant entered into a Second Amendment to Contracting Agreement on
January 17, 2017, ("Agreement"), a copy of which is attached hereto and incorporated by
reference as Exhibit C to this Amendment.
D. Town and Consultant entered into a Third Amendment to Contracting Agreement on
February 20, 2018, ("Agreement"), a copy of which is attached hereto and incorporated by
reference as Exhibit D to this Amendment
E. Town desires to amend the Contracting Agreement to provide additional compensation for
additional services and extend the term of the agreement.
AMENDMENT
1. Scope of Services. Consultant shall conduct additional environmental consulting services as
described in the Cost Estimate, Work Authorization, Trinity Rate Sheet and Contract Terms
dated December 19, 2018, a copy of which is attached hereto as Exhibit E and incorporated
herein by reference.
2. Compensation is amended to provide an additional amount not to exceed $11,959.
The total compensation for the agreement shall not exceed $124,326.
3. Period of Performance. The term of the Agreement shall be extended to expire on
December 31, 2019.
4. All other terms and conditions of the Agreement remain in full force and effect.
Page 1 of 2
ATTACHMENT 1
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos Consultant, by:
By: By:
Laurel Prevetti, Town Manager
Recommended by:
Matt Morley
Director of Parks and Public Works
Approved as to Form: Attest:
Name/Title
Robert Schultz, Town Attorney Shelley Neis, CMC, Town Clerk
S:\COUNCIL REPORTS\2019\02-05-19\05 Trinity Source Group\Attachment 1 - Fourth Amendment to Agreement.doc
CLERK DEPARTMENT
tTRINITY
source group, inc.
n 'rgini f a l _ons ..:.-3? `-
*is*
HEADQUARTERS:
119 Encinal Street
Santa Cruz, California 95060
Phone: (831) 426-5600
Fax: (831) 426-5602
AGR
ORD.
REC
RESO
CLIENT CONTRACT/P.O. Not Applicable
Trinity Project No. MKT2015
TRINITY OFFICE PERFORMING WORK:
Santa Cruz, CA
AUTHORIZATION FOR
ENVIRONMENTAL INVESTIGATION AND CONTRACTING SERVICES
CLIENT: Name Jim Harbin
Company Town of Los Gatos
Address 41 Miles Avenue
City Los Gatos State California Zip 95030
Phone 408-395-5310 Email: JHarbin@losgatosca.gov
Signing of this Authorization by CLIENT and CONSULTANT (Trinity Source Group, Inc. [Trinity]) authorizes CONSULTANT to complete
the Services as described below in consideration of the mutual covenants set forth herein.
PROJECT NAME: The Services described below are to be provided by CONSULTANT in connection with a Project identified as
follows: Perform environmental consulting services at the Town of Los Gatos Corporation Yard, 41 Miles Ave., Los Gatos, California.
SCOPE OF SERVICES: CONSULTANT will perform the services indicated below:
Services as described in attached correspondence dated
Services as described in attached Scope of Services dated
Services described below for a time and materials fee:
Professional Environmental Consulting Services associated with but not limited to the foliowino: Task 1
Prepare a Work Plan to Address Impediments to UST Case Closure, Task 2 Well Development, and
Task 3 Conduct One Groundwater Monitoring Event.
FEE FOR SERVICES: CONSULTANT'S fee for Services identified above shall be as indicated below:
X A Time and Materials fee of $12,500 based on personnel, equipment and expense rates set forth on the attached Trinity
2014-2015 Fee Schedule. Trinity will not exceed the aforementioned time and materials cost without prior approval from
CLIENT.
A lump sum fixed fee of $ _.
A lump sum fixed fee of $ plus other direct costs and expenses billed at cost plus 15%.
Other (specify)
RETAINER: $0.00 for this initial work scope; a retainer may appiy for future work authorizations.
PROGRESS PAYMENTS: x Apply Do not apply
CLIENT AND CONSULTANT acknowledge that they are in agreement with the terms and conditions as set forth on the attached Terms
and Conditions.
DISTRIBUTION: TRINITY Contracts Client Project File Page 1 of 3
Contracting Agreement Short Form — Rev 2014
EXHIBIT A
APPROVED FOR CLIENT: ACCEPTED FOR CONSULTANT:
Signatures: Signature: l"'
Names: Name: David A. Reinsma
Titles: Title: President and Principal Geologist
Date: Date: Mav 13, 2015
1. TIME PERIOD FOR PERFORMANCE: TRINITY will commence Services as specified in the Scope of Services, and will complete such Services in
a diligent manner. TRINITY will not be responsible for delays caused by factors beyond TRINITY'S control which could not readily have been
foreseen when this Authorization was received.
2. EXTRA SERVICES: TRINITY will perform Extra Services not specified in the Scope of Services, provided TRINITY and CLIENT have agreed to
the scope and fee of such services in writing.
3. TIME OF PAYMENTS: TRINITY will submit monthly invoices for unbilled portion of Services or Extra Services actually completed. CLIENT agrees
to pay the invoiced amount within 30 days from date of invoice. Any payment not received by TRINITY within said 30 days shall be considered
delinquent and the amounts due TRINITY shall accrue a late charge of 1 - 1/2 % per month for each month from date of invoice. In the event any
payment due TRINITY under the terms of this Authorization Is delinquent, TRINITY may suspend all services until all delinquent payments have
been received.
4. TAXES: Fees quoted do not include any state, federal or local applicable taxes, and will be the responsibility of the CLIENT excluding payroll taxes
associated with TRINITY's and/or our subcontractors labor.
5. STANDARD OF PERFORMANCE: TRINITY shall perform its services in accordance with generally accepted engineering and consulting
standards in effect at the time services were performed. TRINITY makes no other warranty, express or implied.
6. ENVIRONMENTAL ASSESSMENTS: TRINITY's Phase 1 reports present professional opinions and findings of a scientific and technical nature.
While attempts have been made to relate the data and findings to applicable environmental laws and regulations, the report shall not be construed
to offer legal opinion or representations as to the requirements of, or compliance with environmental laws, rules or policies of federal, state or local
government agencies.
7. CONSULTANT'S LIABILITY: TRINITY shall perform its work as an independent contractor, and shall have responsibility for and control over
details and means of the performance for the work described in the Scope of Work. TRINITY is not the agent of the CLIENT when performing this
Agreement, unless agreed to by TRINITY and CLIENT in writing and only to the extent expressly agreed to by TRINITY. TRINITY's aggregate
liability for damages arising out of the services rendered pursuant to this Agreement, whether arising out of tort or contract, is limited to an amount
not to exceed $50,000 or the total gross billings of TRINITY to the CLIENT hereunder, whichever is more. In the event that CLIENT desires to
increase the amount of liability, TRINITY may adjust this limitation upon written agreement provided CLIENT agrees to pay an additional fee to
TRINITY to offset this cost to TRINITY of this additional risk of liability. TRINITY is not liable for and consequential or indirect damages, Including
but not limited to lost profits, loss of use of property and CLIENT's breach of other contracts. TRINITY will be responsible only for the activities of its
employees and for TRINITY's subcontractors.
8. CLIENT INDEMNIFICATION: CLIENT and TRINITY agree to indemnify and hold each other harmless from any claims, Toss, injury, damage, fines,
causes of action, attomey's fees, costs and litigation expenses ("claims") asserted against or incurred by the indemnitee by any person or entity
(including, without limitation, TRINITY's and CLIENT's employees) proximately caused by, in whole or in part, the indemnitor's negligence or
intentional misconduct. When such claim is due to negligence or intentional misconduct of both TRINITY and CLIENT, each shall be entitled to
contribution from the other in proportion to their allocable shares of responsibility as determined by agreement or dispute resolution. Attorney's fees
and litigation expenses recoverable under this paragraph include fees and costs incurred in establishing a party's right to indemnification.
9. HAZARDOUS SUBSTANCES: If state or federally regulated hazardous, toxic or dangerous wastes as defined by state or federal regulations
(hereinafter "wastes") are encountered at the site, and if these "wastes" require handling, transportation or disposal at an off -site facility, TRINITY
will assist In advising the CLIENT 011ie CLIENT's options, However, TRINITY will not "arrange" (as defined in 42 U.S.C. 9607) for disposal of,
accept title to, sign manifests for, or take control of any "wastes". CLIENT shall indemnify and hold TRINITY harmless from any claims, damages,
fines and fees, litigation or expenses, arising out of or in any way related to handling, transportation and disposal of any "wastes" in the course of
TRINITY's performance of this Agreement.
DISTRIBUTION: TRINITY Contracts Client Project File Page 2 of 3
Contracting Agreement Short Form — Rev 2014
10. CLIENT -PROVIDED INFORMATION: TRINITY is entitled to rely on all information furnished or to be furnished by CLIENT. CLIENT agrees to
defend and indemnify TRINITY, its officers, agents and employees from any and all claims of any kind arising out of or related to any claims caused
by or contributed to by any errors or omissions in information provided to TRINITY.
11. ACCESS, APPROVALS, PERMITS: CLIENT shall arrange for access and make all provisions for TRINITY to enter public and private property as
required for TRINITY to perform the specified services. CLIENT shall furnish approvals and permits from all govemmental authorities having
jurisdiction over the Project and such approval and consent from others as may be necessary. CLIENT is responsible for informing TRINITY of the
locations of any underground structures. TRINITY will not be responsible for inadvertent damages to utility lines or other subsurface structure that
were not made known to TRINITY prior to the start of drilling.
12. SAFETY: It is the responsibility of the CLIENT to provide and maintain a safe working environment for its employees, TRINITY'S employees and
that of TRINITY's subcontractors, agents, the public and any other third party at the facility where TRINITY and TRINITY'S subcontractors are to
perform their work. It is the responsibility of TRINITY and TRINITY's subcontractors to provide and maintain a safe working environment for the
CLIENT's facility and its employees, tenants and the general public during the course of TRINITY's and TRINITY subcontractors work.
13. ASSIGNMENT: TRINITY shall not assign this Authorization (except for accounts receivable) without prior written consent of CLIENT, but may,
employ any other party it deems necessary or proper for any part of the work required to be performed by TRINITY under the terms of this
Authorization.
14. TERMINATION: Either party may terminate this Authorization at any time upon seven (7) days prior written notice to the other. In such event,
TRINITY will be compensated for services actually performed under the Authorization to the termination date together with all reasonable costs
arising out of such termination.
15, APPLICABLE LAW: This contract shall be enforced in accordance with the laws of Santa Cruz County, State of California.
16. TIME LIMIT FOR CLAIMS: Any claim brought by CLIENT against TRINITY will be brought not later than one year after the date of substantial
completion of TRINITY'S services hereunder or the expiration of the appropriate statue of limitation, whichever is earlier.
17. ATTORNEY'S, AGENT, OR, COLLECTION AGENCY FEES AND EXPENSES: In the event this Authorization should be referred to an attorney of
law, agent, or collection agency for collection, CLIENT agrees to pay such reasonable fees TRINITY may incur, in the collection hereof.
18. ENTIRE AGREEMENT: The Agreement (and any referenced attachments) constitute the entire agreement between CLIENT and TRINITY and
supersedes all prior or oral or written representations or agreements. This Agreement shall not be modified except in writing and signed by both
parties. If any provision of this Agreement is determined by a court to be invalid or unenforceable, the remainder of this Agreement shall remain in
full force and effect.
DISTRIBUTION: TRINITY Contracts Client Project File Page 3 of 3
Contracting Agreement Short Form — Rev 2014
TRINITY
i + souix.e ,; rurr/),
2014-2015 FEE SCHEDULE
TRINITY SOURCE GROUP, INC.
EMPLOYEE RATES
POSITION TITLE RATE/HOUR
Expert Witness $250
Principal Geologist $180
Principal Engineer $180
Senior Project Manager $175
Senior Engineer $165
Senior Geologist $165
Project Geologist $115
Project Engineer $115
Project Scientist $115
Staff Engineer $92
Staff Geologist $92
Staff Scientist $92
Technician II $77
Technician I $72
Draftsperson $70
Administrative $60
SUBCONTRACTS. TRAVEL AND OTHER CHARGES
ITEMS AT NO CHARGE
Computer time
Fax charges
Document reproduction
OVERTIME
Overtime for hourly employees is 1.5x the standard billing rate as approved by client in advance.
Salaried employees are billed at the standard rate.
TRAVEL/PER DIEM
Travel time is charged in accordance with the above schedule, up to a maximum of 8 hours/day.
Mileage charge for a personal auto, and company owned truck or vehicle is $0.95/mile.
Per diem charge is area specific, but shall not exceed reasonable lodging cost plus $60.00/day.
SUBCONTRACTED AND M.ISCELLANEOUS CHARGES
Charges for certain outside services and expenses including, but not limited to, subcontractors, perinit fees,
construction materials, rented vehicles and equipment, transportation on public carriers, and shipping charges
will be billed at cost plus 15%.
119 ENCINAL Si., SANTA CRUZ, CALIFORNIA 95060 i TEL: 831.426.5600 / FAX: 831.426.5602
WORK AUTHORIZATION No. 1
May 13, 2015
Issued Pursuant to Environmental Investigation and Contracting Agreement
Effective May 13, 2015
By and Between
Trinity Source Group, Inc. (Trinity)
and
Town of Los Gatos (CLIENT)
Client Office: 41 Miles Avenue Trinity Project No.: MK2015
Los Gatos, CA 95030 Work Order Type: T&M
Client Contact: Jim Harbin
Trinity Office: 119 Encinal Street
Santa Cruz, CA 95060
Trinity Contact: Debra Moser
1. SCOPE OF WORK: Conduct Environmental Consulting Services Including: Task 1
Prepare a Work Plan to Address Impediments to UST Case Closure,
as requested by Santa Clara County Environmental Health, Task 2
Well Development, and Task 3 Conduct One Groundwater Monitoring
Event for Existing Wells, including conclusions and recommendations
for further work as needed
2. LOCATION/CLIENT FACILITY INVOLVED: Town of Los Gatos Corporation Yard, 41 Miles
Avenue, Los Gatos, CA
3. PERIOD OF PERFORMANCE: As per Proposal
4. AUTHORIZED FUNDING: $12,500 (estimated at $4,000 for Task 1, $2,500 for Task 2, and
$6,000 for Task 3)
5. SPECIAL PROVISIONS:
All work shall be conducted in accordance with
the terms and conditions set forth in the Trinity
Source Grout, Inc. Authorization for
Environmental Investigation and Contracting
Services Agreement dated and executed on
Mav 13, 2015.
Trinity Source Group, Inc.: CLIENT: Town of Los Gatos
Name: David A. Reinsma
By:
Name: Le 5 W''.
Title: President & Principal Geologist Title: i rftev► ni Tow V \ Mcmnai9er
Date: 6 .2 5- 20 } 5
Date: Mav 13, 2015
INSTRUCTIONS:
APPLICATION
BUSINESS TAX AND LICENSING
Contractor ,"
NEW APPLICATION D RENEWAL
1
TOWN OF LOS GATOS
Finance Department
Business License Tax Division
A.O. Box 697. Los Gatos, CA 95031
Phone: 408-354-6835 I Fax: 408-354-7593
Business #:
SIC Code:
NI questions on this form must be answered or designated not applicable (N/A) where appropriate.
$ Additional information may be required pursuant to Los Gatos Town Code, Chapter 14.
$ In compliance with requirements of the State Controller's Office, a Business Tax Certificate (License) will
not be issued without the following information.
PLEASE PRINT ALL INFORMATION:
1. Business Name: Trinity Source Group, Inc
Business Address: 119 Encinal Street
E-Mail: msl@tsgcorp.net
Santa Cruz, CA 95060
Number Street City
Business Telephone #: 831 426-5600 Fax: 831-426-5602
Bitting Address:
(If different)
Number Street
State ZIP
City State ZIP
Type of Business (Please be specific): Environmental Consulting
2. Type of Ownership (Check one only):
[ ] Partnership [xlcCorporation [ ] Trust [ ] Sole Proprietorship
Owner(s) Name: David Reinsma
Owner(s) Telephone #: 831-426-5600
Owner(s) Cel!phone #: 831-227-4724
Owner(s) Residence: 114 Dufour Street, Santa Cruz, CA 95060
Number Street City
3. STATE CONTRACTORS LICENSE #: 913467 CLASS: A-HAZ
4. At least one of the following is required:
$ Federal Employer ID #: 57-1226737
$ State Employer ID #:
$ Social Security it:
State ZIP
5. Complete the following:
a. Flat Fee (Please check the appropriate box)
[ ] Contractor — $224.00/year annually January 1 through December 31
[ A Prorate — $168.00/year after April 1
[ ] Prorate — $112.00/year after July 1
[ ] Prorate — $56.00/year after October 1
[ ;];Plus $1.00 SB 1186 State Mandated Fee PER BUSINESS (See notation on reverse side)
o The license period is from January— December, renewable annually.
o It shall be unlawful for any person to transact and carry on any business, trade, profession, calling or occupation
in the Town without first having procured a license from the Town. Sec.14.10A15
o If a business plans to establish within the Town limits, the Planning Division of Community Development requires
approval/compliance of the zoning requirements for the pending business location.
o I understand that obtaining this business license will not authorize me to use the property or
conduct the business in violation of any Local, State, or Federal law. 1 understand that It is my
obligation to determine the legal restrictions involved before beginning or changing the business.
I DECLARE UNDER P RY that the fottegoingis true an co ect and if called as witness I could competently testifyto the
facts containecLherein. Exe day of �1 40 (Month), (Year) in the Town of Los Gatos, County of Santa lara,
State of G iifomia.
SIGNATURE:
TITLE:
Rev. 03/13
TRINITY SOURCE GROUP, INC.
Town of Los Gatos DATE: 06/18/15
REFERENCE: Business License
AMOUNT: 169.00
CHECK # 5567 005567
ATACTIVAT ItitHO r Ari 0 11T E
ElAcK
TRINITY SOURCE GROUP, INC.
119 ENCINAL STREET
SANTA CRUZ, CA 95060
PH. (831) 426-5600 FAX (831) 426-5602
One Hundred Sixty -Nine and 00/100
PAY
TO THE
ORDER
OF
Town of Los Gatos
Finance Dept/Business License
P.O. Box 697
Los Gatos, CA 95031
r;lii 4VUaDrMI\ SANFRONT STREET
TACRUZ,CA90060
90-4373.1211
OATS
06/18/15
000556710 is 12 i 1437361: 01300738011`
TRINITY SOURCE GROUP, INC.
Town of Los Gatos DATE: 06/18/15
REFERENCE: Business License
AMOUNT: 169.00
005567
NUMBER
5567
AMOUNT
005567
CHECK # 5567
VIEWPOINT BUSINESS FORMS 'AC-306LL Tik1106.
AEI
Consultants
Environments! & Engineering Services
April 17, 2015
Mr. Jim Harbin
Town of Los Gatos
41 Miles Avenue
Los Gatos, California 95030
Sent via £ectronlc Mail to: JHartinc)/osgatosca.gov
3880 5. Bascom Ave., Suite 109, San lose, CA 95124
Tel: 408.559.7600 Fax: 408.559.7601
Subject: Proposal, Environmental Consulting Services
41 Miles Avenue, Los Gatos, California
AEI Proposal 41202
Dear Mr. Harbin:
AEI Consultants (AEI) has prepared this proposal to provide environmental consulting services related to
the fuel leak investigation at 41 Miles Avenue in Los Gatos, California ("the Site"). AEI understands that
there is an existing fuel leak investigation case open with the County of Santa Clara, Department of
Environmental Health relating to a former waste oil underground storage tank (UST) at the Site. In the
County's letter dated February 20, 2015 they have requested submittal of a "Work Plan to Address
Impediments to Closure" as identified in their letter dated October 20, 2014. This proposal has been
written to meet this request and to sample the existing groundwater monitoring wells. AEI's proposed
scope of work, schedule and estimate budget are presented below.
SCOPE OF WORK
AEI proposes to perform the following tasks to sample the existing groundwater monitoring wells; El,
MW2, MW3, MW4, E2, E3, and E4; and prepare a work plan presenting a path towards meeting the low -
threat closure policy:
Well Development
• Prepare a site specific health and safety plan (HASP) for the project.
• Notify client and property contact person of the nature and schedule of the work.
• AEI will contract a licensed drilling company to develop the existing wells at the Site. This is to ensure
that valid groundwater samples can be collected in wells that have been untouched in over twenty years.
• Groundwater is expected at approximately 15 to 20 feet below ground surface (bgs) according to
available historical information.
Groundwater Sampling
• Following a minimum of 48-hours after completion of the well development activities, AEI will collect
groundwater samples from each of the monitoring wells. Groundwater samples will be collected using
low -flow purging techniques. Following parameter stabilization, samples will be collected in laboratory
supplied bottles, sealed, labeled, and placed in an ice -chilled cooler for transport to the analytical
laboratory.
Initial Date
• Each groundwater sample will be analyzed for total petroleum hydrocarbons (multi -range) using US EPA
Testing Method 8015M, with silica gel deanup, and gasoline, fuel oxygenates, and volatile organic
compounds using US EPA Testing Method 82608.
• Purge water from the well development and groundwater sampling activities will be stored on -site in
55-gallon DOT -approved drums pending profiling and proper disposal.
Work Plan Preparation
AEI will prepare a work plan to address the "impediments to closure" as requested by the County. The work
plan will indude:
• A summary of the background of the fuel leak investigation and remediation activities performed based
upon the available historical information, induding tables summarizing the historical data collected.
• Present the results of the proposed groundwater sampling including tabular summaries of the analytical
data.
• A conceptual site model describing the presumed release scenario, potential receptors, and appropriate
risk -based cleanup goals.
• Figures presenting the historical and current information.
• AEI's proposed activities to meet the low -threat dosure policy requirements as warranted by the current
groundwater results and as discussed and derided upon with representatives from the Town of Los
Gatos.
• AEI will provide a draft of the completed work plan to the Town of Los Gatos for review and comment
prior to submittal of the document to the County.
COST ESTIMATE AND ASSUMPTIONS
AEI will complete the stated scope of work for the total price of $ 13,400.00, comprised of the following
fixed price items:
Well Development $7,000.00
Groundwater Sampling $3,600.00
Work Plan Preparation $2,800.00
We have estimated the time requirements and assodated costs of the proposed scope of work on the basis
and level of effort deemed appropriate for the evaluation and based on the following assumptions:
• Field activities will occur during normal business hours (7:00 am — 5:30 pm) Monday through Friday.
• All work will commence on private property. If the client is not the owner of the property, the client will
obtain written authorization from the property owner to perform this project. Client is responsible for
providing access to the site and notification/coordination with on -site tenant(s). Access delays on the
day of field work may result in additional costs.
• AEI will have clear access to the sampling locations with necessary equipment. AEI is not responsible for
Bearing drilling areas for access.
• AEI is not responsible for damage to flooring, floor tiles, carpet or other surface materials.
• The presence of drilling equipment on landscaped areas may be needed in order to collect the samples
proposed. AEI is not responsible for damage to landscaping (plants, grass, or trees) or damage to
irrigation lines. AEI is not responsible for repairs due to ruts in the surface.
• Level D personal protective equipment (PPE) is the maximum neci-scary.
• AEI is not responsible for damages to underground or aboveground utilities, for unmarked or mismarked
utilities or other features, or for damage that occurs to such utilities or features. The dient is responsible
for providing information to AEI regarding the location of intra-site utilities. If a private utility locating
Initial Date
AEI Proposal No, 41230
April 17, 2015
Page 2
AEI
'DM URahms
service is not specifically included in the scope of work, such services can be arranged if requested by
the client; such services will be billed at cost plus 15%.
• AEI is not responsible for delays or scope limitations caused by property access issues; equipment, or
analytical unavailability or delays; regulatory or permitting agencies; difficult subsurface conditions;
weather; or other acts or conditions outside of AEI's control.
• Investigation derived waste will remain onsite. Disposal costs are not included. Upon receipt of
analytical data, AEI can provide disposal estimates, if requested.
• Upon receipt of laboratory data, additional samples may be analyzed, if collected and placed on hold, at
the request of the client for additional fees,
ESTIMATED SCHEDULE
AEI will schedule the above -described activities immediately following your authorization. We anticipate that
the well development and groundwater sampling can be completed within three -weeks of authorization. A
draft work plan will be ready for review and comment a minimum of one -week prior to submittal to the
County on or before June 12, 2015. The client will be notified of any delays.
TERMS AND CONDITIONS
Work under this proposal shall be governed by the attached Terms and Conditions or other mutually
acceptable terms and conditions received and negotiated to our mutual satisfaction prior to initiation of
these services. In the event of the latter, this proposal will be considered governed by such other terms
and conditions accordingly.
PAYMENT TERMS
Fifty percent (50%) of the contract amount will be Invoiced upon receipt of the signed contract; the
remaining fifty percent (50%) will be billed upon completion of field work. Invoices are due net 10 days.
The client may opt for full prepayment to avoid delays in the release of data and work product. AEI accepts
credit card payments; please contact our corporate office to arrange credit card payments.
APPROVAL
If our proposal is acceptable as presented, you may initiate this contract, by signing the Authorization to
Proceed, initialing and dating each page and returning a copy to AEI.
Initial Date
AEI Proposal No. 41230
April 17, 2015
Page 3
AEI
CLOSING
• AEI appreciates the opportunity to continue to serve the Town of Los Gatos. If you have any questions
or comments, please do not hesitate to contact Mr. Trent Weise, P.E. at (408) 559-7600.
Sincerely,
AEI"'onsultants
Trent A. , .E. (C 64480)
Vice President
Enclosures
Initial Date
AEI Proposal No. 41230
April 17, 2015
Page 4
AEI
Consultants
TERMS & CONDITIONS
1. I3Illings. Payment and Trent Tie Client shalt pay AI EnviranmenCal Inc. dlb/a AEI Consukanrs (AE7) for the
seethes (the "Services") performed in accordance Atli the prices set forth In the proposal to which these terms
and conditions are attached (the "Proposal", and together with these terms and conditions the 'Agreement").
Invoices shall be submitted in accarlance with the Proposal. Payment of the AEI invoices shall be the primary,
absolute and nermentngent obligation cf the Clan, and shall not be condboned upon the dosing of a ban
transaction or any other event PAYMENT IS DUE UPON RECEIPT. If AEI does not receive payment in full within
thirty (30) calendar days Of the dale of the invace, the account shall be deemed delinquent. Unpaid delinquent
balances shall bear interest from the invoice date at one and one -her percent (1.5%) per month, or at the
maximum lawful interest rate (whichever rate is less).
The Caen shall be liable to AM fa all costs and expenses of collection of delinquent balances including reasonable
attorney and other fees, and court costs. Time is of the essence with respect to this provision. AETs noneterolse
of any lights or remedies, whether speared herein or as otherwise presided by law, shall not be deemed a waiver
Of any rights or remedies, nor preclude AEI from the future exercise of such rights or remedies. If a third party Is
accepting a Proposal as agent for the Client, such third party represents and warrants to AEI that it is legally
authorized to bind the Client to the teams of the Agreement and guarantees payment for ne tcm.
2. alata g Enter, Force MaiPure The Client shall arrange for the light of entry to the subject property ("Sae") by
AEI, Ps agents, employees, consultants, contractors and suboontracbv6, for the purpose of performing all acts as
may be reasonably necessary to complete the Services within the agreed scope of work AEI may require that an
authorized, knowledgeable restive of the Ste owner be present at the Ste as a condition of the
pedonmarde of the Services and may tepee that Ste persanel operate major building systems and equipment at
Inc time the Services am pesfcmred. AEI's ability to comply with the schedule for performance desaibed in the
Proposal le contingent upon timely and complete Site access. AEI shall not be responsible for damages or delays
In performance mused by force majeure, acts of God, everts beyond Inc control of AEI, or events that coup not
have been reesonabiy foreseen and prevented.
3. Documents/Samples, All field notes, catulations, estimates and other documents, data or information
prepared by or of behalf of AEI in connector with the performance of Its Services (Collectively, "Documents"),
shall remain the Sole property of AEI. AN Lvcuments prepared by AEI for the Client with respect to any She shall
be used solely for the intended purposes described In the Propose( and sooty with respect to the Site. Unless
otherwise agreed, AEI shall realm all Documents for three (3) years fdbwing submission of AEI's report to the
Client In its sole discretion and without prior notice to the Client, A13 may dispose of all field samples within
thirty (30) calendar days after submission ofA05 repot to the Client.
4. Matteis Known Ip Client- The client, their Or through Inc Ste owner, shall provide AM with any and al
information known to the Client, or suspected by the C1pet, which pertains to: (a) the existence or possible
existence at, on, under or in the vidnity ri Inc Site, any hazardous materials, pollutants, lead -based paint radon
or asbestos; (b) any conditions at, on, under or in Inc vicinity of the Siff which might represent a potential safety
hazard er danger to human health or the environment; (c) any permit, manifest, bile record, er other record of
compliance or nahscvmplance with any federal, state or local laws, or court or administrative order or decrees
(d) any known or suspected defldenctes or adverse conditions associated wee structures or other physical
improvements on Ste; or (e) any nadlfhalons or changes from the original plans and specifications of Site
improvements which coup affect Inc recomme darlons a Cmdusens readied by AET in the performance Of its
Services
5. preeminent Redeem. Preliminary findings (diem rehired to as "verbats") rsn be provided be the Client In order
te quictdy apprise them of preliminary data obtained as a result of AEI's visual obsevatons at the project Site.
They are not intended to be exhaustive or conclusive or to substitute for the final written report, as they do net
include information obtained from a number of other Important and neeesery components d the overall
assessment. AEI reoerrmhends against maldng any decisions based upon such limited, prearnirery, v'ebal
information.
6. jefflejapkeejeceleeeeemen IN PERFORMING THE SERVICES, AEI SHALL EXERCISE 'ME DEGREE
OF SKILL AND CARE NORMALLY EXERCLSED BY CONSULTANTS IN THE SAME COMMUNITY
PROVIDING THE SAME OR SIMILAR SERVICES FOR PROJECTS OF COMPARABLE SUE
COMPLEXITY, BUDGET, SCHEDULE AND OTHER CHARALTERISRB OF THE PROJECT (THE
'STANDARD OP CARE"). EXCEPT AS SET FORTH IN THE IMMEDIATELY PRIDING SENTENCE, AEI
MANS NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY OF ITS
ORAL OR WRITTEN REPORTS. CLIENT ACKNOWLEDGES AND AGREES THAT (I) THE SERVICES
MAY REQUIRE JUDGMENTS TO BE MADE BY AEI THAT ARE BASED UPON LIMITED DATA RATHER
THAN UPON SCIENTIFIC CERTAINTIES; (II) AEFS APPROACH, RECOMMENDATIONS, AND
ASSOCIATED COST ESTIMATES, IF ANY, ARE BASED ON INDUSTRY PRACTICES AND AVERAGES;
(III) PROFESSIONAL OPINIONS ARE RENDERED WITH RESPECT TO OBSERVATIONS MADE AND
DATA OBTAINED AT THE TIME OF ASSESSMENT; AND (IV) ULTIMATE OUTCOMES COULD BE
INCONSISTENT WITH THE CONCLUSIONS, RESULTS AND PROJECTIONS OF AEI. ALL
INFORMATION REGARDING OPERATIONS, PLANS, SPECIFICATIONS, CONDITIONS OR OTHER
DATA WHICH IS PROVIDED TO AEI BY CLIENT, OWNERS OR THIRD PARTIES (INCLUDING
WITHOUT LIMITATION, ANY POINT OF CONTACT A7 THE SITE), IS DEEMED BY AEI TO BE
CORRECT AND COMPLETE WITHOUT INDEPENDENT VERIFICATION. AEI ASSUMES NO
RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS K1 SUCH INFORMATION AND SHALL
NOT BE LIABLE IF RELIANCE ON SUCH INFORMATION RESULTS IN INCORRECT CONCLUSIONS OR
RESULTS
7. INDEMNIFICATION AND LIMLTATION OF LIABILITY AEI AGREES TO INDEMNIFY AND HOLD
HARMLESS (BUT NOT DEFEND) CLIENT, ITS DIRECTORS, OFFICERS AND EMPLOYEES AGAINST
ANY LOSSES, LIABILITY, DAMAGES, COSTS AND EXPENSES TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF AEI, ITS EMPLOYEES, SUBCONTRACTORS OR
ANYONE FOR WHOM AEI IS LEGALLY LIABLE, IN THE PERFORMANCE OF SERVICES HEREUNDER.
IN NO EVENT SHALL AEI BE LIABLE FOR LATENT OR HIDDEN CONDITIONS, CONDITIONS NOT
ACTUALLY OBSERVED BY AEI WITHIN THE LIMITED SCOPE OF WORK, THE POTENTIAL
CONSEQUENCES OF OBSERVABLE CONDITIONS, CONDITIONS OF WHICH CLIENT HAD
KNOWLEDGE OF AT THE TIME OFTHE ASSESSMENT, OR ANY UNAUTHORIZED ASSIGNMENT Of OR
RELIANCE UPON THE REPORTS. THE LIARILITY OF AEI, AND THAT OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND SUBCONTRACTORS, TO CLIENT OR TO ANY THIRD PARTY CLAIMING BY
OR THROUGH USENT, INCLUDING ANY COMPANY AFFILIATED WITH CLIENT, OR ANY OFFICER,
DIRECTOR, EMPLOYEE, AGENT, SUBCONTRACTOR, SUCCESSOR, OR ASSIGN OF SUCH PARTIES,
FOR ANY LOSSES, WHETHER IN CONTRACT OR TORT (INQUDDNG NEGLIGENCE AND STRICT
LIABILITY), RELATED TO THE SERVICES, THE AGREEMENT OR OTHERWISE, SHALL NOT EXCEED
THE AGGREGATE SUM OF TWENTY-FIVE THOUSANb DOLLARS (¢25,000.00). 1N NO EVENT SHALL
AEI BE LIABLE TO CLIENT FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING FROM OR IN ANY WAY
CONNECTED WITH ITS PERFORMANCE OR FAILURE 70 PERFORM UNDER THE AGREEMENT, EVEN
IF THE AFFECTED PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
8. Dispute Re sMht(pn, This Agreement shall be governed by, subject to, and consUued in accordance with the
laws of the Slate of Calfonda. Any controversy, claim or action arlSing out of, or related to, the Agreement, the
breach thereof, or the coverage of this arbitration provision may be settled by arbuellun and will be based
on the runts in effect on the date of dainty of demand for arbitration The artbator(s) Shall apply California
substantive law to the preceedi5gs, except to the extent Federal substantive law wild apply to the claim. The
arbiator(s) shad prepare in writing and provide W the parties an award including actual feelings and the reasons
on which their decision is based. The arbibator shall not have the power to commit errors of law Or legal
reasoning, and the award may be vacated or corrected on appeal to a court of competent Jurisdiction for any
such error, The arbitration of such Issues, Including the debermiretion of the amount of any damages suffered by
either party hereto by rewire of the acts or omissions of the other, shah be to the enaluslm of any coat of law
except for enforcement of an arbitrated aware. The decision of the arbitrates, or a majority of than, Shay be
final ant binding On both parties and their respective successors and assigns. If the arbitrators determine that a
party has initiated a recovery action on a basis inconsistent with the provlsbns of has Agreement, the initiating
party stall, without exception, be assessed all costs incurred by Inc resadnng parry. Fxccpt as identified above,
each party shad pay the fees of Its own attorneys, and the expenses of as witnesses and all other expenses
corrected with the pnaserzation of 2s rase. The costs of the arbitration, including the cost of the mead or
transcripts thereof, if any, administrative fees, fees tithe arbitrators, and all Other fees and cost shall be tome a5
determined by Inc aria atss
9. R501AKCE AND AISSTGNMEN1, AEI'S WRITTEN REPORT SHALL CONTAIN AEI'S STANDARD
RELIANCE LANGUAGE UNLESS ALTERNATE LANGUAGE HAS BEEN PRE -APPROVED BY AEL IF NO
PRE -APPROVED ALTERNATE LANGUAGE EXISTS, THE SERVICES, THE REPORTS AND OTHER
RELATED WORK PRODUCT PROVIDED BY AEI MAY BE RELIED UPON BY THE CLIENT, ITS
SUCCESSORS AND ASSIGNS WITH RESPECT TO A LOAN SECURED BY THE SITE, AND ANY RATING
AGENCY RATING, OR ANY ISSUER OR PURCHASER OF, ANY SECURITY COLLATERALIZED OR
OTHERWISE BACKED BY SUCH LOAN. NO OTHER PERSON OR ENTITY MAY RELY ON THE REPORT
WITHOUT THE ADVANCE WRITTEN CONSENT OF AEI, AND NO OTHER THIRD PARTY
BENEFICIARIES ARE INTENDED. EXCEPT AS DESCRIBED ABOVE, THE CLIENT SHALL NOT ASSIGN
THE AGREEMENT, ANY REPORT OR ANY RELATED WORK PRODUCT, WITHOUT THE PRIOR
WRITTEN CONSENT OF AEL ANY UNAUTHORIZED REUSE OR REDISTRIBUTION OF APES WORK
PRODUCT OR REPORTS SHALL BE AT THE CLIENT'S AND RECIPIENT'S SOLE RISK, WITHOUT
LIABILITY TO AEL CLIENT WILL HOLD AEI HARMLESS FROM ANY AND ALL LIABILITY,
OBLIGATION, COST AND EXPENSE ARISANG FROM OR RELATED TO ANY UNAUTHORIZED
DISTRIBUTION OR USE BY CLIENT OF AEI'S WORK PRODUCT OR REPORTS, AEI SHALL NOT
ASSIGN IIS OBLIGATIONS UNDER THE PROPOSAL; HOWEVER, AEI MAY EMPLOY, BY
SUBCONTRACT, SUITABLY TRAINED PERSONS OR ENTITIES ACCEPTABLE TO AEI TO PERFORM
THE SERVICES.
10. leenficletteleleac, AEI shall not eisdose information regarding the Proposal, the Services or any Documents,
except to the Clem employees, ainsrllants, subcorthaders, or other persons engaged by AO to perform the
Senires, third parties designated by the Client (subject to the reliance lirrrtations deserted herein), or as required
by law. Notwereending the teme of this Section, AEI shall comply with at judicial orders, government direeives,
and laws, reguatiens and ordinaoes, regarding the reporting to appropriate public agencies of potential dangers
to public health, safety or the ehdrburent.
11. Miscellaneous. Ate is an indeperdert eintiactlr of °lent, and not Clients agent, employee or partner. The
Agreement shall be governed by the laws of the State of California and the parties irrevocably consent to the
jrRdidlon of the courts of the State of Califoma and of the United States District Court for the District of
Northern Cal rorraa V a basis for federal jurisdiction exists. In the event a dispute /elating to an AEI repot results
in litigation, and the claimant does not prevail at trial, then Inc claimant Stall pay at costs incurred by All in the
defense of the Balm, including reasoabte attorneys fees. Each provision of the Agreement shall be considered
seperabte, and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to
any existing or future law, such iovaiidty shall not affect those portions of this Agreement that are veld. This
Agreement oaretitutes the entire agreement„ and supersedes al prior agreement and understandings, both
written and cal, behveeh the parties with respect to the Services to be provided pursuant to this Agiew ent. The
proeisiora of the Agreement trey dray be modified by a wtitMn instrument signed by an authorize) representative
of each party.
12. Hazardous Waste and Reooitina. The Ciiemt understands and agrees that human heap[ and safely is a
priority in inplenmeting any investigation or assessment. AEI and Client agree that the discovery of hazardous
materials, suspect hazardous materials or petroleum products, or unelected cordons may norstittxe a change
in the condition of the job Site mandating a renegotiation ce the scope Of work or temtnatch of the project and
may Crake it necessary for AEI to take immediate measnrres to protect human heap[ and safety. AEI agrees to
notify CIe t as soot as practicable Y such materials are encountered. Client enccerages AEI to take any and at
measures, that in AEI's professional opinion, are justOred to protect AEI's pasmnei and the public client agrees
to waive any claim against AEI and to indemnify, deend and hold harmless AEI from any and all dams adsirg
out of AEI's encountering unanticipated hazardous materials or suspected hazardous materials. Client agrees to
compensate AEI for all costs associated vote such an event based upon AEI's prevailing fee schedule.
13. Mines, If AEI Is expressly engaged to perform soli boring or Other invasive testing, AEI steal not be responsible
for damages to underground Or aboveground dillies, for unmarked or misrnarked n0aitles or other features, er
for damage that Occurs to such utl es or features, The Client is responsible for providing information to AB
regarding the location of intra-Ste utilities. Client recognizes that the use or exploration equipment may
unavoidably .affect, alter or damage ext5tirg stmttbres, van and terrain at the Site. AEI, Indtrding
subcontractors, all take reasonable precattions to limit damage However, Cent recognizes that such damage is
Inherent in the normal course of the contracted scope of work and the cost of the repair Ter any damages Is not
part of the contracted servbes. In the event of damage to the property as a result of such work and spedgtalie
stated above, Client will hold harmless, AE1, including Subcontractors, for damage caused doing the course of the
agreed upon scope Of work.
14. Conflict of Interest. To the best Of AEI's knowledge, AEI has no actual, potential or apparent coned of interest
pertaining to this Agreement, met as has been previously disclosed to Client in wrb'ng, and AO covenants and
agrees that it shall pn impey advise CJlert of any other actual, potential or apparent conflicts of Interest, whether
edsiing as of the e0Cution date of this Agreement or arising in the future, upon discovering the same.
Initial Date
AUTHORIZATION TO PROCEED
AEI Proposal No. 41202: Environmental Consulting
Site: 41 Miles Avenue, Los Gatos, California
AEI Point of Contact: Trent Weise
I hereby accept the proposal and authorize AEI to proceed with the scope of work as described herein. AEI reserves the right to suspend or delay
work for late payment. Should any project information change, I understand that additional fees may accrue and the due date may be extended.
Should the agreement be terminated by either party upon written notice through no fault of the party initiating termination, compensation shall be
paid for all services performed and expenses Incurred to the date of termination.
Client Authorization & Billing Information:
Name Title
Company
Address
*Please note that we cannot accept a P.O. Box fora report delivery or billing address
City, State, Zip
Phone Fax
Email TIN/SSN
Signature Date
Site Contact Information (if different than above):
Name
Email Address
Phone
Service Offerings at AEI
Environment& Due Diligence (Phase 1, Phase II, ETS, etc.) Zoning Reports & ALTA Surveys
Asbestos, Lead Paint, Mold and Radon Services Seismic Risk Assessments
Energy Performance & Benchmarking Services Property Condition Assessments
Soil Gas / Vapor Intrusion Assessment and Mitigation Environmental Construction
Preconstructlon Document & Cost Reviews Construction Monitoring
Site Investigation and Remediatlon Erosion Control
2015 SCHEDULE OF BILLING RATES
ENVIRONMENTAL SERVICES
Standard Field Eauitament (continued):
Stantec
MILIM,43! a IV- s ..,, ,`� , �` '+'x"�5
.5-sire
Meier - Magnetometer
$50/day
Meter - Manometer
$25/day
Meter - Measuring Wheel
$10/day
Meter --Metal Detector
$45/day
Meter- Multimeter
_
$110/day
Meier - 02/CO2
$110/dory
Meter - ORP
1
525/day
Meter - Other
quote/day
Meter - Ozone
$ 25/day
_ Meter - pH/Temp/Conductivity•
$30/day
Meter - Turbidity
$70/day
Meter- Dust Monitor
$120/day
Meter - Velocity
$25/day
Meter - Water Level Indicator
$35/day
Photoionization Detector (PID)
$110/day
Pressure Washer
$45/day
Pump - Air Sampling
$45/day
Pump - Centrifugal
$50/day
Pump - Groundwater Sampling
$ T 10/day
Pump - Peristaltic
$50/day
Pump - Trash
$35/day
Puma; - Weil Sampling
$25/day
Pump - Well Sampling/Purge
$45/day
Reproduction- 11x17 Color Plot/Print/Copy
$2/copy
Reproduction- 24x36 Color Plot/Print
$10/copy
Reproduction - 8.5x 11 B&W Copies
$0.I 5/copy
Reproduction - 8.5x11 Color Copies
$1.25/copy
Reproduction - Oversized B&W Plot/Print •
$10/copy
Reproduction -Oversized Color Plot/Print
$15/copy
Soil Sample Rinq/Sleeve
$10/each
Survey Equipment - Laser Plane Level & Receiver
$200/day
Transducer
$30/each
_
Tedlar Bag
$15/each
NOTE: Other equipment needs wi!l be priced on a per project basis.
Stantec 2015 MASTER ES Rate Schedule Table 3 wo Titles - { 15%}.aoc Fade 3 or 3
2015 SCHEDULE OF BILLING RATES
ENVIRONMENTAL SERVICES
Other Direct Disbursem ents:
Vehicle Mileage
Subcontract Services
Travel/Per Diem
Per Diem
Capital Purchases and Expendable Materials
Postage and Shipping
Standard Field Equipment
Standard Field Equipment:
Sta ntec
Prevailing IRS Rate
Actual Cost +15%
Actual Cost +15%
$ I75/day
Actual Cost +15%
Actual Cost +15%
(See Attached Schedule)
Stant�[ard F ekt E[ ulD
$65/day
Air Sampling Equipment
Bailer - Disposable
$10/eoch
Bailer - Disposable Weighted
$15/each
Bailer - Quick E-Bailer System
$85/day
Bailer - Reusable
$20/day
Drum - 55 Gallons
$65/each
Digital Camera
$25/day
Draeger Sampler [tubes not included]
$30/day
Field Communication - Two -Way Radio
$20/day
Field Computer
$55/day
Field Test Kit - Groundwater
$55/each
Field Test Kit -Soil
$55/each
Field Test Kit-SVE
$55/each
Field Vehicle - Mileage
Prevailing IRS rate
Field Vehicle
$135/day
Field Vehicle - Sampling Truck
$275/day
Field Vehicle -Truck/Van
$160/day
Flame Ionization Detector (FID(
$145/day
Generator
$70/day
Gloves - Colored Cloth
$55 poir
Gloves - Colored Leather
$15/pair
Gloves - Colored Nitrile
10.25/pair
Gloves - Kevlar Under Glove
$5.00/pair
H&S - Level B Safety Equipment
$185/day
H&S - Level C Safety Equipment
$95/day
H&S - Level D Safety Equipment
$60/doy
H&S -Traffic Control Equipment
$65/day
Hand Auger
$30/day
Low Flow Purge/Sampling System
$85/day
Meier - Oil/Water Interface
$60/day_
Meter - Anemometer
$25/day
Meter - CO
$65/day
Meter -Data Lo ger
$140/day
Meter - Dissolved Oxygen
$65/doy
Meter- DO/ORP/Tem;7/Conductivity
$ l00/day
Meter - Dosimeter
$45/day
Meter - Ferrous Iron
$5/day
Meter - Flow
$30lday
Meter- H2S Detector
$80/day
Meter - LEL/02
$80/day
Meter - Mognehelic {Gauge)
$35/day
Slanlec 2015 MASTER ES Rafe Schedule Table 3wo Titles - 115%l.doc
Page 2 of 3
2015 SCHEDULE OF BILLING RATES
ENVIRONMENTAL SERVICES
Stantec
Charges for all professional, technical, and administrative staff directly charging time to the project will be
calculated and billed on the basis of the foffowin. schedule.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
$57
$65
$72
$81
$89
$98
$106
$114
$123
$133
$144
$157
$168
$181
$191
$211
$246
Entry-level Position
• Works under the supervision of a senior professional
• Recent graduate from an appropriate post -secondary program or equivalent
• Generally, less than four years' experience
Junior Level Position
• Independently carries out assignments of limited scope using standard procedures, methods
and techniques
• Assists senior staff in carrying out more advanced procedures
• Completed work is reviewed for feasibility and soundness of judgment
• Graduate from an appropriate post -secondary program or equivalent
• Generally, one to three years' experience
Fully Qualified Professional Position
• Carries out assignments requiring general familiarity within a broad field of the respective
profession
• Makes decisions by using a combination of standard methods and techniques
• Actively participates in planning to ensure the achievement of objectives
• Works independently to interpret information and resolve difficulties
• Graduate from an appropriate post -secondary program, with credentials or equivalent
• Generally, three to six years' experience _
First Level Supervisor or First Complete Level of Specialization
• Provides applied professional knowledge and initiative in planning and coordinating work
programs
• Adapts established guidelines as necessary to address unusual issues
• Decisions accepted as technically accurate, however may on occasion be reviewed for
soundness of judgment
• Graduate from an appropriate post -secondary program, with credentials or equivalent
• Generally, five to nine years' experience
Highly Specialized Technical Professional or Supervisor of Groups of Professionals
• Provides multi -discipline knowledge to deliver innovative solutions in related field of expertise
• Participates in short and long range planning to ensure the achievement of objectives
• Makes responsible decisions on all matters, including policy recommendations, work
methods, and financial controls associated with large expenditures
• Reviews and evaluates technical work
• Graduate from an appropriate post -secondary program, with credentials or equivalent
• Generally, ten to fifteen years' experience with extensive, broad experience
Senior Level Consultant or Management
• Recognized as an authority in a specific field with qualifications of significant value
• Provides multidiscipline knowledge to deliver innovative solutions in related field of expertise
• Independently conceives programs and problems for investigation
• Participates in discussions to ensure the achievement of program and/or project objectives
• Makes responsible decisions on expenditures, including large sums or implementation of
major programs and/or projects
• Graduate from an appropriate post -secondary program, with credentials or equivalent
• Generally; more than twelve years' experience with extensive experience
Senior Level Management Under Review by Vice President or Higher
18 $288 • Recognized as an authority in a specific field with qualifications of significant value
19 $313 • Responsible for long range planning within a specific area of practice or region
20 $349 • Makes decisions which are far reaching and limited only by objectives and policies of the
21 $385 organization
• Plans/approves projects requiring significant human resources or capital investment
• Graduate from an appropriate post -secondary program, with credentials or equivalent
• Generally, fifteen years experience with extensive professional and management experience
Expert Witness Services carry a 50% premium on tabor. Overtime wilt be charged at 1.5 times the standard billing rate. Alt labor rates wit! be
subject to annual increase.
Stontec 20t 5 MASTER ES Rale Schedule Table 3 wo Titles • 1I 5%l.doc Page 1 of 3
Attachment C
Stantec 2015 Rate Table 3
ri,,s;cr, Ynti-, comn-tunily in rnirid
Stantec PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT "A"
ADDITIONAL
ATTACHMENTS:
INSURANCE
REQUIREMENTS:
Page 3
such liability arises out of its willful misconduct or wanton negligence. CLIENT shall be solely
responsible for selection of transporters and disposal or treatment sites. CLIENT shall provide
documentation and/or identification required by law, if any, to accompany all shipments of
hazardous wastes and CLIENT shall be solely responsible for all fees, taxes, and other charges
associated with hazardous wastes. In the event CLIENT is unavailable or for any other reason
fails to exercise its obligations under state and federal hazardous waste laws. Stantec is hereby
authorized to act as CLIENT's agent to the extent necessary to properly manage any hazardous
wastes and hazardous substances encountered during work for CLIENT in accordance with
applicable laws and regulations or in compliance with the orders of any federal, state or local
agency. All such work shall be billed io CLIENT on a time and expense basis.
The following additional attachments shall be read in conjunction with and constitute part of
this AGREEMENT:
Rate Table 3
Before any services are provided under this agreement, Stantec shall procure, and maintain in
effect during the term of this agreement, insurance coverage in amounts and on terms not less
than set forth below.
General Liability: Commercial general liability insurance for personal and bodily injury.
including death, and property damage in the amount of $1,000,000 each occurrence and not
less than $2000,000 in the aggregate.
Automobile Liability: Automobile liability insurance for bodily injury, including death, and
property damage in the amount of $1,000,000 each occurrence.
Professional Liability: Professional liability insurance for damages incurred by reason of any
negligent act, error or omission committed or alleged fo have been committed by Sfantec in
the amount of $1,000,000 per claim and in the aggregate.
Workers' Compensation: As prescribed by applicable law.
Certificates: Upon request, Stantec shall provide certificates of insurance evidencing coverage
required above. Each certificate shall provide that the coverage therein afforded shall not be
cancelled except with thirty (30) days prior written notice fo the CLIENT.
V:\1857\bus-dev\Town of Los Gatos \Town of LG PSA.docx
CIO Stantec PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT "A"
Page 2
CLIENT agrees to provisions of the AGREEMENT related to hazardous substances and accepts
professional services deemed necessary by Stantec to comply with legal regulatory and health
and safety standards which govern work with hazardous substances.
HAZARDOUS SUBSTANCES
Hazardous Substances Defined: Hazardous substances shall be defined cis any chemically
derived or naturally occurring substance or waste material reasonably considered to be
subject to any federal, state or provincial law regulating such substances or wastes as
hazardous.
Special Nature of Work - CLIENT Understanding: SERVICES provided by Stantec will be based
on information furnished by CLIENT and/or data ordinarily collected in the performance of such
work by CLIENT. Stantec shall exercise professional judgment and shall perform SERVICES using
that degree of care and skill ordinarily exercised under similar circumstances by environmental
consultants practicing on similar projects, in a similar time frame, and in this or similar localities.
CLIENT understands that environmental services involving hazardous substances and hazardous
wastes present hazards and liability risks to CLIENT and Stantec if not conducted in compliance
with applicable laws and regulations and with full disclosure of the presence of hazardous
substances by CLIENT. CLIENT understands and agrees to the terms of this contract which
authorize Stantec to act on CLIENT's behalf and be compensated at Stantec 's usual rates for
such SERVICES.
Information: CLIENT will disclose to Stantec all known or reasonably available information
regarding past uses, existing conditions, and proposed uses of the site. CLIENT wilt specifically
identify and describe to Stantec all releases of hazardous substances known or reasonably
believed to have occurred which are relevant to the SERVICES to be performed by Stantec.
CLIENT will furnish any additional information requested by Stantec including but not limited to:
existing reports, plans, surveys, water and soil test data, and permits issued by agencies of
government. CLIENT authorizes Stantec to use all information supplied, including incorporating
the information by copying or direct reference into reports prepared by Stantec.
Representative: CLIENT agrees to provide a representative at the job site to supervise and
coordinate the job when requested by Stantec and upon 24 hours notice.
Responsibility for Safety and Health: Stantec will not create conditions which are hazardous to
CLIENT or other parties. Stantec agrees to comply with the site safety and health plan as
defined by federal law) and other additional safety requirements specified by CLIENT or
CLIENT'S agent. CLIENT shall provide such information to Stantec as soon after execution of this
AGREEMENT as practical and in no case less than five working days prior to commencement of
work. Stantec shall not be liable for injuries or economic loss associated with project safety
except where such injuries or economic loss is caused by the sole negligence of Stantec; and
Stantec reserves the right to stop work if an unsafe condition is observed.
In the event Stantec is retained in a capacity in which it is responsible for preparation of a site
safety and health plan by operation of law, regulation, or being placed in a supervisory or
coordination role with respect to other parties at the site, it shall be authorized by CLIENT to
assure to Stantec 's satisfaction that all requirements of such plan are complied with by CLIENT,
CLIENT's employees and agents, and other parties. CLIENT agrees to provide information
requested by Stantec and to cooperate with the preparation and implementation of Stantec's
safety and health plan. Stantec shall not be liable for personal injuries or property damages
unless said personal injuries or property damages are found to be caused by Siantec's sole
negligence in either its preparation of a site safety and health plan or its exercise of its
responsibilities thereunder.
Notification to Government Agencies: CLIENT hereby agrees to comply with all requirements
of federal, state, provincial, and local laws, regulations, and ordinances governing notifications
of hazardous substance releases immediately upon notification by Stantec that a release,
threatened release, or other reportable event has occurred and that notification is required. In
the event that CLIENT or CLIENT's agent is unavailable to make such required report or
otherwise fails to do so, CLIENT hereby authorizes Stantec to make reports on its behalf.
Hazardous Waste and Hazardous Substance Transportation and Disposal: Hazardous wastes
and hazardous substances. as defined by federal, state and provincial law, encountered by
Stantec, shall be deemed to have been generated by and the property of CLIENT. Stantec 's
discovery, excavation, handling, packaging, and storing of such wastes shall be as CLIENT's
agent and Stantec shall incur no liability whatsoever with respect to such wastes except where
V:\18S7\bvs-dev\Town of Los Gatos \Town of LG PSA.docx
Stantec
Attached to and forming pari of the AGREEMENT BETWEEN:
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT "A"
TOWN OF LOS GATOS
(hereinafter called the "CLIENT")
- and -
STANTEC CONSULTING SERVICES INC.
{hereinafter called "Stantec")
EFFECTIVE: January 1, 2015
This Attachment details the SERVICES, CONTRACT TIME, CONTRACT PRICE, ADDITIONAL CONDITIONS and ADDITIONAL
ATTACHMENTS forming part of the above described AGREEMENT.
SERVICES: Stantec shall perform the following SERVICES:
Environmental Assessment as described in the March 10, 2015 proposal
(hereinafter called the "SERVICES")
CONTRACT TIME: Commencement Date: Work wit be initiated within 2 weeks of receipt of the signed
agreement
Estimated Completion Date: No later than June 12, 2015
CONTRACT PRICE: Subject to the terms below, CLIENT will compensate Stantec as follows:
Task 1 - Health and Safety Plan Preparation, Pretield. and Site Reconnaissance - $2,620
Task 2 - Well Development, Sampling, Analysis, and Surveying - $17,244
Task 3 - Preliminary Draft Report and Work Plan Preparation - $3,170
ADDITIONAL
CONDITIONS:
Where not stated as being included in the fees, project specific subconsultant, contractor, lab
and other similar third party charges will be charged as invoiced fo Stantec with a
fifteen percent (15%) markup.
Unless otherwise noted, the fees in this agreement do not include any value added, sales, or
other taxes that may be applied by Government on fees for services. Such taxes will be added
to all invoices as required.
Where the SERVICES or services conditions change, Stantec shall submit to the CLIENT in a
timely manner, documentation of the revisions to Attachment "A" adjusting the Contract
Services Time and Price as required.
Unless otherwise specified, charges for SERVICES are based an Siantec's hourly billing rate
table ("Rate Table"), attached hereto. The Rate Table is subject to escalation from time io
time.
The following additional conditions shall be read in conjunction with and constitute part of this
AGREEMENT:
PROFESSIONAL SERVICES
The data presented by Stantec represent conditions only of the specified locations and at the
time designated. CLIENT acknowledges that these data may not represent conditions at other
locations and times. Stantec shall not be responsible for the interpretation given by others to
Stantec 's data, interpretations and recommendations.
CLIENT acknowledges that Stantec will provide a professional opinion relative io the presence
of disposed hazardous substances, but Stantec will not write a certification, statement, or
guarantee.
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Stantec PROFESSIONAL SERVICES AGREEMENT
Page 4
riots, war, acts of governmental authorities, unusually severe weather conditions or other natural catastrophe, or any
other cause beyond the reasonable control or contemplation of either party.
GOVERNING LAW: This AGREEMENT shall be governed, Construed and enforced in accordance with the laws of the
jurisdiction in which the majority of the SERVICES are performed.
DISPUTE RESOLUTION: If requested in writing by either the CLIENT or Stantec, the CLIENT and Stantec shall attempt to
resolve any dispute between them arising out of or in connection with this AGREEMENT by entering into structured non-
binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed
by agreement of the parties. If a dispute cannot be settled within a period of thirty (30) calendar days with the
mediator, if mutually agreed, the dispute shall be referred to arbitration pursuant to laws of the jurisdiction in which the
majority of the SERVICES are performed or elsewhere by mutual agreement.
ATTORNEYS FEES: In the event of a dispute hereunder, the prevailing party is entitled to recover from the other party all
costs incurred by the prevailing party in enforcing this AGREEMENT and prosecuting the dispute, including reasonable
attorney's and expert's fees, whether incurred through formal legal proceedings or otherwise.
ASSIGNMENT AND SUCCESSORS: Neither the CLIENT nor Stantec shall, without the prior written consent of the other
party, assign the benefit or in any way transfer the obligations of this AGREEMENT or any part hereof. This AGREEMENT
shall inure to the benefit of and be binding upon the parties hereto, and except as otherwise provided herein, upon
their executors, administrators, successors, and assigns.
PROTECTION OF PRIVACY LAWS: Stantec will comply with its statutory obligations respecting the collection, use,
disclosure, access to, correction, protection, accuracy, retention and disposition of personal information that may be
collected or created under this AGREEMENT. Stantec will refer any request for access to or correction of personal
information that is made under statute to the CLIENT and will comply with any directions from the CLIENT respecting the
access request, or respecting correction and annotation of personal information. Stantec will, at reasonable times and
on reasonable notice, allow the CLIENT to enter its premises and inspect any personal information of the CLIENT's that is
in the custody of Stantec or any of Stantec's policies or practices relevant to the management of personal information
subject to this AGREEMENT.
ENTIRE AGREEMENT: This AGREEMENT constitutes the sole and entire agreement between the CLIENT and Stantec
relating to the PROJECT and supersedes all prior agreements between them, whether written or oral respecting the
subject matter hereof and no other terms, conditions or warranties, whether express or implied, shall form a part hereof.
This AGREEMENT may be amended only by written instrument signed by both the CLIENT and Stantec. All attachments
referred to in this AGREEMENT are incorporated herein by this reference; however, in the event of any conflict between
attachments and the -terms and conditions of this AGREEMENT, the terms and conditions of this AGREEMENT shall take
precedence.
SEVERABILITY: If any term, condition or covenant of this AGREEMENT is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions of this AGREEMENT shall be binding on the CLIENT and Stantec.
THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS LIMITATION OF LIABILITY PROVISIONS
RESTRICTING RIGHTS FOR THE RECOVERY OF DAMAGES.
The Parties, intending to be legally bound, have made, accepted and executed this AGREEMENT as of the Agreement
Date noted above.
TOWN OF LOS GATOS STANTEC CONSULTING SERVICES INC,
Jack Hardin, Managina Principal
Print Name and Title Print Name and Title
Signature Signature
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Stantec
PROFESSIONAL SERVICES AGREEMENT Page 3
the Contractors' bids, project schedules, or the negotiated price of the Work or schedule will not vary from the CLIENT'S
budget or schedule or from any opinion of probable cost or project schedule prepared by Stontec. Exact costs and
times will be determined only when bids have been received for the PROJECT and when the construction work has
been performed and payments finalized.
LIMITATION OF LIABILITY: The CLIENT releases Stantec from any liability and agrees to defend, indemnify and hold
Stantec harmless from any and all claims, damages, losses, and/or expenses, direct and indirect, or consequential
damages, including but not limited fo attorney's fees and charges and court and arbitration costs, arising out of, or
claimed to arise out of, the performance of the SERVICES, excepting liability arising from the negligence or willful
misconduct of Stantec.
If is further agreed that the total amount of all claims the CLIENT may have against Stantec under this AGREEMENT or
arising from the performance or non-performance of the SERVICES under any theory of law, including but not limited to
claims for negligence, negligent misrepresentation and breach of contract, shall be strictly limited to the lesser of the
fees paid to Stantec for the SERVICES or $500,000. No claim may be brought against Stantec in contract or tort more
than two (2) years after the cause of action arose. As the CLIENT's sole and exclusive remedy under this AGREEMENT
any claim, demand or suit shall be directed and/or asserted only against Stantec and not against any of Slontec's
employees, officers or directors.
Stantec 's liability with respect to any claims arising out of this AGREEMENT shall be absolutely limited to direct damages
arising out of the SERVICES and Stantec shall bear no liability whatsoever for any consequential Toss, injury or damage
incurred by the CLENT, including but not limited to claims for loss of use, loss of profits and loss of markets.
INDEMNITY FOR MOLD CLAIMS: 11 is understood by the parties that existing or constructed buildings may contain mold
substances chat can present health hazards and result in bodily injury, property damage and/or necessary remedial
measures. If, during performance of the SERVICES, Stantec knowingly encounters any such substonces, Stontec shall
notify the CLIENT and, without liability for consequential or any other damages, suspend performonce of services until
the CLIENT retains a qualified specialist to abate and/or remove the mold substances. The CLIENT agrees to release and
waive all claims, including consequential damages, against Stantec, its subconsuitanis and their officers, directors and
employees arising from or in any way connected with the existence of mold on or about the project site whether during
or after completion of the SERVICES. The CLIENT further agrees to indemnify and hold Stantec harmless from and against
all claims, costs, liabilities and damages, including reasonable attorneys' fees and costs, arising in any way from the
existence of mold on the project site whether during or after completion of the SERVICES, except for those claims,
liabilities, costs or damages caused by the sole gross negligence and/or knowing or willful misconduct of Stantec.
Stontec and the CLIENT waive all rights against each other for mold damages to the extent that such damages
sustained by either party are covered by insurance.
DOCUMENTS: All documents prepared by Stantec or on behalf of Stantec in connection with the PROJECT are
instruments of service for the execution of the PROJECT. Stantec retains the property and copyright in these documents,
whether the PROJECT is executed or not. Payment to Stantec of the compensation prescribed in this AGREEMENT shall
be a condition precedent to the CLIENT's right to use documentation prepared by Stantec. These documents may not
be used for any other purpose without the prior written agreement of Stantec. The CLIENT shall have a permanent non-
exclusive, royalty -free license to use any concept, product or process which is patentable or capable of trademark,
produced by or resulting from the SERVICES rendered by Stantec in connection with the PROJECT, for the life of the
PROJECT. The CLIENT shall not use, infringe upon or appropriate such concepts, products or processes without the
express written agreement of Stantec. In the event Stantec's documents are subsequently reused or modified in any
material respect without the prior consent of Stantec, the CLENT agrees to indemnify Stantec from any claims
advanced on account of said reuse or modification.
Any document produced by Stantec in relation to the Services is intended for the sole use of Client. The documents
may not be relied upon by any other party without the express written consent of Stantec, which may be withheld at
Stantec 's discretion. Any such consent will provide no greater rights to the third party thon those held by the Client
under the contract, and will only be authorized pursuant to the conditions of Stontec 's standard form reliance letter.
Stantec cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format
("Electronic Files"). CLIENT shall release, indemnify and hold Stantec, its officers, employees, consultants and agents
harmless from any claims or damages arising from the use of Electronic Files. Electronic files will not contain stamps or
seals, remain the property of Stantec, are not to be used for any purpose other than that for which they were
transmitted, and are not to be retransmitted to a third party without Stantec's written consent.
PROJECT PROMOTION: Where the Client has control or influence over construction signage, press releases and/or other
promotional information identifying the project ("Project Promotion"), the Client agrees to include Stantec in such
Project Promotion_
FORCE MAJEURE: Any default in the performance of this AGREEMENT caused by any of the following events and
without fault or negligence on the port of the defaulting party shall not constitute a breach of contract: labor strikes,
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Stantec PROFESSIONAL SERVICES AGREEMENT
Page 2
approvals, licenses and permits from governmental or other authorities having jurisdiction over the PROJECT so as not to
delay Stantec in the performance of the SERVICES.
Stantec's RESPONSIBILITIES: Stantec shall furnish the necessary qualified personnel to provide the SERVICES. Stantec
represents that it has access to the experience and capability necessary to and agrees io perform the SERVICES with
the reasonable skill and diligence required by customarily accepted professional practices and procedures normally
provided in the performance of the SERVICES at the time when and the location in which the SERVICES were
performed. This undertaking does not imply or guarantee a perfect PROJECT and in the event of failure or partial failure
of the product of the SERVICES, Stantec will be liable only for its failure to exercise diligence, reasonable care and
professional skill. This standard of care is the sole and exclusive standard of care that will be applied to measure Stantec
's performance. There are no other representations or warranties expressed or implied made by Stantec. In particular,
but not by way of limitation, no implied warranty of merchantability or fitness tor a particular purpose shall apply to the
SERVICES provided by Stantec nor shall Stantec warrant or guarantee economic, market or financial conditions,
proforma projections, schedules for public agency approvals, or other factors beyond Stantec's reasonable control.
Stantec does not warrant the SERVICES to any third party and the CLIENT shall indemnify and hold harmless Stantec
from any demands, claims, suits or actions of third parties arising out of Stantec's perforrnance of the SERVICES.
In performing the SERVICES under this AGREEMENT, Stantec shall operate as and have the status of an independent
contractor and shall not act as, or be an employee of the CLIENT.
The SERVICES performed by Stantec shall be subject to the inspection and the review of the CLIENT at all times but such
inspection and review shall not relieve Stantec from its responsibility for the proper performance of the SERVICES.
TERMINATION: Either party may terminate this AGREEMENT without cause upon thirty (30) days' notice in writing. if either
party breaches this AGREEMENT, the non -defaulting party may terminate this AGREEMENT after giving seven (7) days'
notice to remedy the breach. On termination of this AGREEMENT, the CLIENT shall forthwith pay Stantec for the SERVICES
performed to the date of termination. Non-payment by the CLIENT of Stantec's invoices within 30 days of Stantec
rendering same is agreed to constitute a material breach of this AGREEMENT and, upon written notice as prescribed
above, the duties, obligations and responsibilities of Stantec are terminated.
SUSPENSION OF SERVICES: If the project is suspended for more than thirty (30) calendar days in the aggregate, Stantec
shall be compensated for services performed and charges incurred prior to receipt of notice to suspend and, upon
resumption, an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In
addition, there shall be an equitable adjustment in the project schedule based on the delay caused by the suspension.
If the PROJECT is suspended for more than ninety (90) days, Stantec may, at its option, terminate this agreement upon
giving notice in writing to the CLIENT.
ENVIRONMENTAL: Except as specifically described in this AGREEMENT, Stantec's field investigation, laboratory testing
and engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater.
Where the services include storm water pollution prevention (SWPP), sedimentation or erosion control plans,
specifications, procedures or related construction observation or administrative field functions, CLIENT acknowledges
that such SERVICES proposed or performed by Stantec are not guaranteed to provide complete SWPP, sedimentation
or erosion control, capture all run off or siltation, that any physical works are to be constructed and maintained by the
CLIENT's contractor or others and that Stantec has no control over the ultimate effectiveness of any such works or
procedures. Except to the extent that there were errors or omissions in the SERVICES provided by Stantec, CLIENT agrees
to indemnify and hold Stantec harmless from and against all claims, costs, liabilities or damages whatsoever arising from
any storm water pollution, erosion, sedimentation, or discharge of silt or other deleterious substances into any waterway,
wetland or woodland and any resulting charges, fines, legal action, cleanup or related costs.
BUILDING CODES, BYLAWS AND OTHER PUBLIC REGULATIONS: Stantec shall, to the best of its ability, interpret building
codes, by-laws and other public regulations as they apply to the PROJECT and as they are published ai the time
SERVICES commence. Furthermore, Stantec shall observe and comply with all applicable laws, ordinances, codes and
regulations of government agencies, including federal, state, provincial, municipal and local governing bodies having
jurisdiction over the conduct of the SERVICES ("LAWS"). However, it is expressly acknowledged and agreed by the
CLIENT that as the PROJECT progresses such building codes, by-laws, other public regulations and LAWS may change or
the interpretation of any public authority may differ from the interpretation of Stantec, through no fault of Stantec, and
any extra costs necessary to conform to such changes or interpretations during or after execution of the SERVICES will
be paid by the CLIENT.
Stantec shall continue to provide equal employment opportunity to all qualified persons and to recruit, hire, Iran,
promote and compensate persons in all jobs without regard to race, color, religion, sex, age, disability or national origin
or any other basis prohibited by applicable laws.
COST AND SCHEDULE OF CONSTRUCTION WORK: In providing opinions of probable cost and project schedule, it is
recognized that neither the CLIENT nor Stantec has control over the costs of labor, equipment or materials, or over the
Contractor's methods of determining prices or time. The opinions of probable cost or project duration are based on
Stantec's reasonable professional judgment and experience and do not constitute a warranty, express or implied, that
V:\1857\bus-dev\Town of Los Gatos \Town of LG PSA.docx
Stantec
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into effective January 1, 2015 (the "Agreement Date") by and between:
"CLIENT"
Name: TOWN OF LOS GATOS
Address: 41 Miles Avenue. Los Gatos, CA 95030
Phone: 408-395-5310 . Fax:
Representative: Jim Harbin, Facility & Environmenatl Program Manager
"Sfantec"
Name: STANTEC CONSULTING SERVICES INC.
Address: 15575 Lost Gatos Blvd., Bldg C, Los Gatos, CA 95030
Phone: 408-827-3535 Fax:
Representative: Jack Hardin, Managing Principal
PROJECT NAME (the "PROJECT"):
Environmental Assessment Services, 41 Miles Avenue, Los Gatos, CA
DESCRIPTION OF WORK: Slantec shall render the services described in Attochment "A" (hereinafter called the
"SERVICES") in accordance with this AGREEMENT. Stantec may, at its discretion and at any stage, engage
subconsultants to perform all or any part of the SERVICES. The CLIENT and Stantec by written amendment to this
AGREEMENT may from time to time make changes to the SERVICES. Ail changed work shall be carried out under this
AGREEMENT. The lime for completion of the SERVICES shall be adjusted accordingly.
COMPENSATION: Charges for the SERVICES rendered will be made in accordance with the CONTRACT PRICE indicated
in Attachment "A", or, if no CONTRACT PRICE is indicated, in accordance with Stantec's Schedule of Fees and
Disbursements in effect from time to time cis the SERVICES are rendered.
Invoices shall be paid by the CLIENT in the currency of the jurisdiction in which the SERVICES are provided without
deduction or setoff upon receipt. Failure to make any payment when due is a material breach of this Agreement and
will entitle Stantec, al ifs option, to suspend or terminate this Agreement and the provision of the SERVICES. Interest will
accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month (18 percent per annum) or the
maximum legal rate of interest.
REPRESENTATIVES: Each party shall designate in the space provided above a representative who is authorized to act on
behalf of that party and receive notices under this AGREEMENT. Such representatives have complete authority to act
on behalf of their principals in respect to all matters arising under this AGREEMENT.
NOTICES: All notices, consents, and approvals required to be given hereunder shall be in writing and shall be given to
the representatives of each party. All notices required by this AGREEMENT to be given by either party shall be deemed
to be properly given and received within two (2) business days if made in writing to the other party by certified mail,
telegram, email. facsimile or telex, addressed to the regular business address of such party as identified above.
CLIENT'S RESPONSIBILITIES: The CLIENT shall provide to Stantec in writing, the CLIENT's total requirements in connection
with the PROJECT, including the PROJECT budget and time constraints. The CLIENT shall make available to Stantec o1)
relevant information or data pertinent to the PROJECT which is required by Stontec to perform the SERVICES. Stantec
shall be entitled fo rely upon the accuracy and completeness of all information and data furnished by the CLIENT,
including information and data originating with other consultants employed by the CLIENT whether such consultants are
engaged at the request of Stantec or otherwise. Where such information or data originates either with the CLIENT or its
consultants then Stantec shall not be responsible to the CLIENT for the consequences of any error or omission contained
therein.
When required by Stantec, the CLIENT shall engage specialist consultants directly to perform items of work necessary to
enable Stantec to carry out the SERVICES. Whether arranged by the CLIENT or Stantec, these services shall be deemed
to be provided under direct contracts to the CLIENT unless expressly provided otherwise.
The CLIENT shall give prompt consideration to all documentation related to the PROJECT prepared by Stantec and
whenever prompt action is necessary shall inform Stontec of CLIENT's decisions in such reasonable time so as not to
delay the schedule for providing the SERVICES.
When applicable. the CLIENT shall arrange and make provision for Stantec 's entry to the PROJECT site as well as other
public and private property as necessary for Stantec to perform the SERVICES. The CLIENT shall obtain any required
V:\1857\bus-dev\Town of Los Gatos \Town of LG PSA.docx
Attachment B
Professional Services Agreement
cc.11-;mk.irr,ty in rc.::,nd
County of Santa Clara
Department of Environmental Health
Hazardous Materials Compliance Division (HMCD)
Site Mitigation Program / Local Oversight Program (LOP)
1555 Berger Drive, Suite 300
San Jose, CA 95112-2716
(408) 918-3400; Fax (408) 280-6479
www.EHinfo.org
REQUIRED LABORATORY ANALYSES
FOR UNDERGROUND STORAGE TANK SYSTEM CLOSURE
For Use In All Areas of Santa Clara County
This document describes required analyses for closure of underground storage tank (UST) systems and
associated site remediation activities occurring anywhere within Santa Clara County. These requirements
replace those previously described in the Unidocs guidance document titled, "Recommended Minimum
Verification Analyses For Underground Storage Tank Leaks" (UN-078). If you have any questions regarding
these requirements, please contact the Santa Clara County Local Oversight Program (LOP) at (408) 918-3400.
Material Stored
REQUIRED LABORATORY ANALYSES
Contaminant Soil
Gasoline
(Leaded and Unleaded)
TPH as Gasoline or
Gasoline Range Organics (GRO)
BTEX, Fuel Oxygenates', Naphthalene,
EDB and EDC2, & Ethanol
Diesel, Jet Fuel, Kerosene,
and Fuel/Heating Oil
(Excluding Bunker Fuel)
Unknown Fuel
Waste Oil, Used Oil,
Unknown Oil,
or Bunker Fuel
EPA 8260B/C
EPA 8260B/C
Organic Lead3 DHS LUFT
TPH as specific to known fuel
— (es. TPH as Kerosene _-
BTEX, Fuel Oxygenates , Naphthalene,
EDB and EDC2, & Ethanol
Total Petroleum Hydrocarbons (TPH)
TPH as Gasoline
TPH as Diesel
Volatile Organic Compounds
full scant''
Organic Lead3
TPH as Gasoline
TPH as Diesel
HEM exane Extractable Materials 5
Volatile Organic Compounds, including
chlorinated hydrocarbons (full scat17-4)
_Metals: Cd, Cr, Ph, NiZ Zn
------- PCBs
EPA 8015
EPA 8260B/C'
EPA 8015 Fuel Screen
Groundwater
EPA 8260B/C
EPA 8260B/C
l EPA 8015
EPA 8260B/C'
EPA 8015 Fuel Screen
EPA 8260B (full scan2°4)
EPA 8260B (full scan2'4)
DHS LOFT DHS LUFT
EPA 8015 Fuel Screen
EPA 9071B
EPA 8260B (full scan2'4)
EPA 6010B
EPA 8015 Fuel Screen
EPA 1664
EPA 8260B (full scan2'4)
EPA 8082A EPA 8082A
Semi Volatile Organic Compounds
(SVOCS), including Polycyclic
Aromatic Hydrocarbons(
EPA 8270
EPA 8270
'• Fuel Oxygenates includes: Methyl Tertiary Butyl Ether (NITRE), Tert Butyl Alcohol (T13A), Teti Amyl Ether (TAME), Di -Isopropyl Ether (DIPS), and Ethyl T-
Butyl Ether (ETBE)
Analyze for Lead Scavengers 1,2-Dibromoethane [Ethylene Dibromide (EDB)] and 1,2-Dichloroethane [Ethylene Dichloride (EDC)] only if release is pre-1992. If
age of release is unknown, analyze for both Fuel Oxygenates and Lead Scavengers.
Organic Lead shall be analyzed at all sites storing gasoline prior to 1992.
Analyze all soil and groundwater samples for all constituents of the 8260E (full scan) plus all oxygenates and alcohols.
s. 1-IEM includes what was formerly referred to as "Oil and Grease" and includes a wider range of hydrocarbons chains (more inclusive)
The analysis for polycyclic aromatic hydrocarbons (PAH) must include Naphthalene, Acenaphthene, Acenaphthylene, Anthracene, ('hiysene, Fluorine,
Fluoranthene, Phenanthrene, Pyretic, Benzo(b)fluoranlhene, Benzo(a)pyrene, Benzo(k)fluoranthene, Benzo(a)anthracene, lndeno(1,2,3-c,d)pyrene,
Dibenz(a,h)autttntcene, and Benzo(g,h,i)perylene.
HMCD-LOP-039
1/1 - Rev. 01/14/14
Attachment A
Required Laboratory Analyses for Underground Storage Tank System
Closure
vAth coffin-ay:My nal!nd
March 10, 2015
Page 4 of 4
Reference: Proposal for Environmental Assessment Services
41 Miles Avenue, Los Gatos, CA
Task 3 — Preliminary Draft Report and Work Plan Preparation
Stantec Labor - $3.170
Laboratory costs are based on a standard turnaround time. Disposal of groundwater
monitoring well development and purge water is not included in this proposal. Stantec
will not exceed this cost estimate without prior approval by the Town of Los Gatos.
Work will be completed in accordance with the terms and conditions of the Professional
Services Agreement (PSA) between the Town of Los Gatos and Stantec (Attachment B)
and the Stantec 2015 Rate Table 3 (Attachment C).
If you agree to the scope of work and costs presented herein, please sign and return the
attached PSA, authorizing work to commence. We appreciate this opportunity to
provide environmental consulting services to the Town of Los Gatos.
If you have any questions or require additional information, please call Gary Messerotes
at 408-827-3533.
Regards,
STANTEC CONSULTING SERVICES INC
441-.
Gary P. Messerotes, PG / Jack Hardin
Senior Project Manager .,Managing Principal
Attachments:
Attachment A - Required Laboratory Analyses for Underground Storage Tank System
Closure
Attachment B - Professional Services Agreement
Attachment C -Stantec 2015 Rate Table 3
Design with community in mind
March 10, 2015
Page 3 of 4
Reference: Proposal for Environmental Assessment Services
41 Miles Avenue, Los Gatos, CA
Approximately 72 hours after well development, each of the wells will be sampled. Field
measurements will be collected using a water quality meter, and sampling will be
conducted once parameters have reasonably stabilized. The samples will be collected
and shipped under chain of custody documentation to Torrent Laboratory, Inc., a
California state certified laboratory in Milpitas, CA, for analysis. Based on the fact that
the reported release was from a waste oil tank, the SCCDEH requires the following
analysis be performed for underground storage tank system closures (Attachment A):
• Total petroleum hydrocarbons as Gasoline and Diesel by EPA Method 8015 Fuel
Screen with silica gel cleanup;
• Hexane extractable materials by EPA 1664;
• Volatile organic compounds, including chlorinated hydrocarbons (full scan) by
EPA 8260B;
• Metals: Cd, Cr, Pb, Ni, and Zn by EPA 6010B;
• Polychlorinated biphenyls (PCBs) by EPA 8082A; and
• Semi volatile organic compounds, including polycyclic aromatic hydrocarbons, by
EPA 8270
TASK 3 - PRELIMINARY DRAFT REPORT AND WORK PLAN PREPARATION
A preliminary draft report will be prepared following completion of the field tasks, which
will present and validate the collected data, summarize findings, present conclusions,
and recommendations for follow up work. Stantec will submit the report to, and meet
with, the Town of Los Gatos to discuss results and strafegize for development of the
SCCDEH reqired work plan. Following the meeting, Stantec will prepare a work plan to
be submitted to the SCCDEH before the requested date of June 12, 2015.
ESTIMATED FEES
Stantec proposes to complete the above scope of work on a time and materials basis for
an estimated cost of $23,034. A task breakdown is presented below:
Task 1 - Health and Safety Plan Preparation, Prefield, and Site Reconnaissance
Stantec Labor - $2,620
Task 2 - Well Development, Sampling, Analysis, and Surveying
Stantec Labor - $3,922
Materials and Equipment - $860
Subcontractors Fees- $7,176
Analytical Laboratory - $5,296
March 10, 2015
Page 2 of 4
Reference: Proposal for Environmental Assessment Services
41 Miles Avenue, Los Gatos, CA
After reviewing the available documents and our meeting at your office on March 6,
2015, Stantec's proposes to conduct an environmental assessment in phases, with the first
phase of work described below.
SCOPE OF WORK
Stantec will accomplish this project phase in the three tasks described below.
TASK 1 - HEALTH AND SAFETY PLAN PREPARATION, PREFIELD, AND SITE RECONNAISSANCE
Stantec will prepare a Site -specific health and safety plan (HASP) in accordance with the
Occupational Safety and Health Administration (OSHA) guidelines set forth in Hazardous
Waste Operations and Emergency Response (29 CFR 1910.120). The HASP describes
potential physical and chemical hazards associated with the proposed scope of work,
and prescribes mitigating measures and safety procedures. The HASP includes
emergency contact information and a driving route to the nearest emergency care
facility. The HASP will be reviewed and signed by all personnel and subcontractors
performing work on the Site. A copy will be present on -Site at all times and kept in an
easily accessed location. Contractors may also work under their own HASP, which will be
at least as stringent as the project -specific Stantec HASP.
Stantec will subcontract with Gregg Drilling & Testing, Inc. (Gregg) for well development,
and Mid Coast Engineers {Mid Coast), for well surveying. Lastly, this task includes a Site
reconnaissance to open the six remaining groundwater monitoring well lids and
determine if the well casings appear to be intact and confirm groundwater total well
depths. This information is needed prior to mobilization for the monitoring well
development.
TASK 2 - WELL DEVELOPMENT, SAMPLING, ANALYSIS, AND SURVEYING
Each of the seven existing groundwater monitoring wells will be redeveloped by Gregg,
under the supervision of a Stantec field geologist. The groundwater well development rig
equipped with a surge block will be used to agitate groundwater within each well prior
to and during well development. A submersible pump or bailer will be used to purge
groundwater and sediment from well casings. Well development will be continued until
water quality parameters (i.e., pH, temperature, specific conductivity, and oxidation-
reduction potential [ORP]) have all stabilized (± 10 percent) or a minimum of ten well
casing volumes of groundwater have been purged from the wells during development.
Groundwater quality parameters will be recorded onto well development field logs.
Purged groundwater will be stored in a secured area on Site in sealed, labeled,
department of transportation (DOT) approved, 55-gallon drums pending disposal.
y in mind
Q., Stantec
March 10, 2015
Stantec Consulting Services Inc.
15575 Los Gatos Boulevard, Building C
Los Gatos CA 95032-2569
Tel: (408) 356-6124
Fax: (408) 356-6138
Mr. Jim Harbin
Facilities & Environmental Programs Manager
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
Dear Mr. Harbin,
Reference: Proposal for Environmental Assessment Services
41 Miles Avenue, Los Gatos, CA
Case No. 14-837, SCVWDID No. 08S1 W21C01f
Stantec Consulting Services Inc. (Stantec) has prepared this proposal to the Town of Los
Gatos for the scope of work and costs related to environmental assessment services at
the above referenced property (Site).
BACKGROUND
The Site has been owned by the Town of Los Gatos since circa 1957 and is used by the
Town's Department of Public Works Service Center for storage, maintenance, and
dispatch of Public Utility vehicles, equipment, and construction materials. According to
documents located on the Santa Clara Valley Water District Leaking Underground
Storage Tank (SCVWDLUST) website and the State Water Resources Control Board
GeoTracker website, a 400-gallon concrete waste oil tank was removed in 1987.
Following removal, free floating product (FP) was found in a nearby monitoring well. An
FP skimming system was proposed and apparently installed in August 1990, however,
there has been no documentation since then of the effectiveness of the FP removal
system or any subsequent environmental site activities.
In October 2014, the Santa Clara County Department of Environmental Health (SCCDEH)
issued a letter requesting additional information regarding FP removal, investigations,
groundwater monitoring and remediation that was conducted at the Site to be
submitted to their office, with various requested due dates between January 23, 2015
and April 30, 2015. On February 20, 2015, after receiving an email from your office with
information regarding the destruction of monitoring well E-3 in 1991, the SCCDEH revised
their request to only include a "Work Plan to Address Impediments to Closure" by June
12, 2015.
This Page
Intentionally
Left Blank
FIRST AMENDMENT TO CONTRACTING AGREEMENT
This First Amendment to Contracting Agreement is dated for identification this 171h of December,
2015 and amends that certain Contracting Agreement dated June 18, 2015, made bv and between the
Town of Los Gatos, ("Town,") and Trinity Source Group, Inc., ("Consultant.')
RECITALS
A. Town and Consultant entered into a Contracting Agreement on June 18, 2015
("Agreement"), a copy of which is attached hereto and incorporated by reference as
Attachment 1 to this Amendment.
Town desires to amend the Agreement to provide additional services and extend the term of
the agreement.
AMENDMENT
1. Scope of Services:
Consultant shall conduct additional environmental consulting services for:
A. Further testing of wells and surrounding soils for contamination at 41Miles Avenue,
as per the attached Additional Work Authorization request dated November 19, 2015,
a copy of which is attached hereto as Attachment 2 and incorporated herein by
reference.
B. Soil Vapor Work Plan, sampling, assessments and reports as described in
the attached Work Authorization No. 2 dated November 19, 2015 a copy of which is
attached hereto as Attachment 3 and incoTorated herein by reference.
2. Compensation. Additional compensation for Consultant's services shall not exceed
831,479 and $823, for a total of S32,302, inclusive of all costs. Payment shall be based
upon Town approval of each task.
3. Period of Performance. The term of the Agreement shall be extended to expire on June 30,
2016.
4. All other terms and conditions of the Agreement renutin in full force and effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of os Gatos „
Consultant, by:
By: tk,t-r By:
Laurel Prevetti, Town. Manager
Title:
Department Approval:
tt Mori
Director of Parks and PubcW. ks
Approved as to Form:
7
Robert Saul own Attorney
EXHIBIT B
TRINITY
t
source group, EiTrfa im.tewai f 'ni yu kreti4
r •
0 ..*
HEADQUARTERS:
119 Encinal Street
Santa Cruz, California 95060
Phone: (831) 426-5600
Fax: (831) 428.5602
CLERK DEeAR.TMCNT
AGR
1111-1
ORD
.tic _
SO
CLIENT CONTRACT/P.O. RE
Aopiicable -o-
Trinity Project No. IVIKT2015
TRINITY OFFICE PERFORMING WORK:
Santo Cruz, CA
AUTHORIZATION FOR
ENVIRONMENTAL INVESTIGATION AND CONTRACTING SERVICES
CLIENT: Name Jim Harbin
Company 'rev of Los Gatos
Address 41 Mites Avenue
City ,dos Gates State California Zip 95030
Phone 408-395.53W Email: JHar'bin@Iosgatosca.grjv
Signing of this Authorization by CLIENT and CONSULTANT (Trinity Source Group, inc. (Trinity)) authorizes CONSULTANT to complete
the Services as described below In consideration of the mutual covenants set forth herein,
PROJECT NAME: The Services described below are to be provided by CONSULTANT in connection with a Project identified as
follows: Perform environmental consulting services at the Town of Los Gatos Corporation Yard, 41 Miles Ave., Los Gatos, California.
SCOPE OF SERVICES: CONSULTANT will perform the services indicated below:
Services as described in attached correspondence dated
Services as described in attached Scope of Services dated
Services described below for a time and materials fee:
Professional Environmental Consulting Services associated iyitt but not limited to the following: Task 1
B vm
Bygee a Work pl n to Address lmoedrments to UST Case Closure T a$ k 2 W II
tie Woo I o ant, and
Task
Task 3 Conduct One Groundwater Monitoring Event,
FEE FOR SERVICES: CONSULTANT's fee for Services identified above shall be as indicated below:
X A Time end Materials fee of $12,500 based on personnel, equipment and expense rates set forth on the attached Trinity
2014-2015 Fee Schedule. Trinity will not exceed the aforementioned time and materials cost without prior approval from
CLIENT.
A lump sum fixed fee of $_,.
A lump sum fixed fee of $ plus other direct costs and expenses billed et cost plus 151r9.
Other (specify)
RETAINER: $0.00 for this initial work scope; a retainer may apply for future work authorizations.
PROGRESS PAYMENTS: x Apply Do not apply
CLIENT AND CONSULTANT acknowledge that they we in agreement with the terms and conditions as set forth on the attached Terns
and Conditions.
DISTRIBUTION: TRINITY Contracts Client
Contracting Agreement Short Form — Rev 2014
Project File Page t of 3
ATTACHMENT 1
APPROVED FOR CLIENT: ACCEPTED Ft ,GE1tVSOLTANt
Signatures Signature
Names: Name. livid Reinsma
Titles. Title: President and PrinciDai Geologist,
Date: Date: Allay .13.2016
. TIME PERIOD FOR PERFORMApiCE: TRINITY will commence Services es specified in the Scope of Services, and will compete such Services in
a diligent manner, TRINITY watt not be responsible for delays causee by factors beyond TRINITY% control which could not readily have been
foreseen when. this Authorization was received.
EXTRA SERVICES: TRINITY wdi;perferm Extra Services not sp
ecified in the Scope of Services, provided TRINITY and CLIENT have agreed to
the scope and fee of such services in writing.
TIME OF PAYMENTS: TRINITY will: submit monthly Invoices for.unbIlled portion of Services or Extra Services actually completed. CLIENT agrees
to pay the invoiced amount within 30 days from date of invoice: Any payment not received by TRINITY within said 30 days shall be considered
delinquent and the amounts due TRINITY shall accrue a late charge of ,1 -1/2 % per month for each month fromdate of Invoice. In the event any
payment due TRINITY under the terms of this Authorization is delinquent, TRINITY may suaperid all services until all delinquent payments have
been received:
4. TAXES: Fees quoted do not include any state, federal or focal applicable taxes. and will be then
associated with TRINITY•% and/or our subcontractors labor.
onsibihty of the CLIENT excluding payroll taxes
5. STANDARD OF PERFORMANCE: TRINITY strap perform its services In accordance with generally accepted engineering and consulting
standards in effect at the time services were performed. TRfNiTY makes no other warranty, express or impitied..
6. ENVIRONMENTAL ASSESSMENTS: TRINITY's Phase I •reperts'present professional opinions and: findings ora scientificand technical nature
While attempts: have been made torelate the data and findings to applcabie environmental laws and regulations, the report shall not be construed
to offer legal opinion or representations as to the requirements of, or compliance with environmental laws, rules or policies of federat, state or local
govemmentagencies.
CONSULTANT'S LIABILITY: TRINITY shall perform its work ds an Independent contractor, and shall have, responsibility for and control over
details and means of the performance for the work described in the Scope of Work, TRINITY is notthe agent of the CLIENT when performing this
Agreement, unless agreed to by TRINITY and CLIENT in writing and only to the extent expressly agreed to by TRINITY, TRINITY's aggregate
-iability for damages arising out of the services rendered pursuant to this Agreement whether arising out of tort or contract, is limited to an amount
not to exceed $50,000 or the total gross;billinpsof TRINITY to the CLIENT hereunder, whichever is more. In the event that CLIENT desires to
increase the amount et liability, TRINITY may adjust this limitation upon written agreement provided CLIENT agrees to pay an additional fee to
TRINITY to offset this cost to TRINITY of this additional risk of liability, TRINITY is noa:liabie for and consegguentiar or tndlreet.damages, inducting
but not limited to lost profits; loss of use.of properly and CLIENTs breech of other contracts, TRiNITY AO be responsible only for the activities of its
employees and for TRINITY s subcontractota:
8. CLIENT INDEMNIFICATION: CLIENT and TRINITY agree to Indemnify and hold each other harmless from any claims, toss; injury, damage, fines,
causes of action, attor ey's tees'. costs. and litigation expenses {"Claims`} asserted againstorincurred by the indemnitee by any person or entity
(Including, without -limitation, TRINITY% and CLIENTs employees) proximately caused by, In whole or in pert. the indemnitoris negligence or.
intentional misconduct. When such claim is due to negligence or intentional misconduct of both TRINITY and CLIENT, each shall be entitled to
contribuUgn from the other do proportion to their allocable shares of responsibility as determined by agreement' or dispute 'resolulton..Attorney's fees
and litigation expenses recoverable under this paragraph include fees end costs Incurred in establishing a party'% right to'indemnifcation.
9. HAZARDOUS SUBSTANCES: If state or federally regulated hazardous. toxic or dangerous wastes as defined by elate or federal regulations
(hereinafter "wastes") are encountered at the site, and if these "wastes.' require handling, transportation or disposed at an off -site facility, TRINITY
wig assist in advising the CLIENT of the CLIENTS option However, TRINITY will not "arrange' (as defined In 42 U.S.C. 9607) fa -disposal of,
accept title to, sign manifests for, or take control of any 'wastes'. CLIENT shall indemnify and hold TRINITY harmless from any claims, damages,
fines and fees, litigation or expenses, arising out 'of or In any. Way related to handling, transportation and disposal cif any'Wastes" in the course of
TRINITY s performance of this Agreement.
DISTRIBUTION: TRINITY Contracts Client Project File Page 2 of 3
Contracting Agreement Short Form — Rev 2014
10. CLIENT -PROVIDED INFORMATION: TRINITY 15 smiled to rely on all informaton furnished or to be furnished by CLIENT, CLIENT agrees to
defend and indemnify TRINITY, its officers, agents and employees from any and al claims of any kind arising out of or related to any claims caused
by or contributisd to by any errors or omissions in information provided to TRINITY,
11. ACCESS, APPROVALS, PERMITS: CLIENT shall arrange for access and make all provisions for TRINITY to enter public and private property as
required for TRINITY to perform the specified services. CLIENT shall furnish approvals and permits from all governmental authorities having
jurisdiction over the Protect and such approval and consent from others aS may be necessary, CLIENT Is responsible for informing TRINITY of the
locations of any underground structures. TRINITY wilt not be responsible for Inadvertent damages to Utility tines or other subsurface structure that
were not made known to TRINITY prior to the start ofdrilling.
12. SAFETY: It is the responsibility of the CLIENT to provide and maintain a safe waiting environment for Its employees, TRINITY'S employees and
that of TRIM TY's subcontractor;, agents, the public and any other third party at the facility where TRINITY and TRINITY`s subcontractors are to
perform their work. It is the responsibility of TRINITY and TRINITY`a subcontractors to provide and maintain a safe working environment for the
CLIENT% facility and its employees, tenants and the general pubbe during the course of TRINITY`s and TRINITY subcontractors work.
13. ASSIGNMENT: TRINITY shah not assign this Authorization (except for accounts receivable) without prior written consent of CLIENT, but may,
employ any other party it deems necessary or proper for any part of the work required to be performed by TRINITY under the terms of this
Authorization.
14. TERMINATION: Either party may terminate this Authorization at any time upon seven (7) days prior written notice to the other. In such event,
TRINITY will be compensated for services actually performed under the Authorization to (he termination date together with all reasonable costs
arising out of such termination.
15. APPLICABLE LAW: This contract shall be enforced in accordance with the laws of Santa Cruz County, Stale of California.
16. TIME LIMIT FOR CLAIMS: Any:daim brought by CLIENT against TRINITY will be brought nol later than one year after the date of substantial
completion' ofTRINiTY's services hereunder or the expiration of the appropriate statue of limitation, whichever is earlier.
17. ATTORNEY'S, AGENT, OR, COLLECTION AGENCY FEES AND EXPENSES: In the event this Authorization should be referred to an attorney of
law, agent, or collection agency for collection, CLIENT agrees to pay such reasonable fees TRINITY may inert, in the collection hereof,
18. ENTIRE AGREEMENT: The Agreement (and any referenced attachments) constitute the entire agreement between CLIENT and TRINITY and
supersedes al prior or oral or written representations or agreements, This Agreement shall not be modified except in writing and signed by both
parties. If any provision of this Agreement is determined by a court to be invalid or unenforceable, the remainder of this Agreement shall remain in
full forte and effect
DISTRIBUTION: TRINITY Contracts Client Project File Page 3 of 3
Contracting Agreement Short Form — Rev.2014
se TRINITY
t- sotorr gimp, hie.
6, 6
2014-2015 FEE SCHEDULE
TRINITY SOURCE GROUP, INC,
EMPLOYEE RATES
POSITION TrtLE RATE/HOUR
Expert Witness $250
Principal Geologist $180
Principal Engineer $180
Senior Project Manager $175
Senior Engineer $165
Senior Geologist $165
Project Geologist $115
Project Engineer $115
Project Scientist $I IS
Staff Engineer $92
Staff Geologist $92
Staff Scientist $92
Technician II $77
Technician I $72
Draftsperson $70
Administrative $60
SUBCONTRACTS. TRAVEL AND OTHER CHARGES
ITEMS AT NO CHARGE
Computer time
Fax charges
Document reproduction
OVERTIME
Overtime for hourly employees is ,5x the standard billing rate as approved by client in advance,
Salaried employees are billed at the standard rate,
TRAVEL/PER DIEM
Travel tin is charged in accordance with the above schedule, up to a maximum of 8 hoursiday.
Mileage charge for a personal auto, and company owned truck or vehicle is $0.95/mile.
Per diem charge is area specific, but shall not exceed reasonable lodging cost plus $60.00/day.
SUBCONTRACTED AND MISCELLANEOUS CHARGES
Charges for certain outside services and expenses including, but not limited to, subcontractors, permit fees,
construction materials, rented vehicles and equipment, transportation on public carriers, and shipping charges
will be billed at cost plus 15%.
119 EKINAL ST., SANTA CRUZ, CALIFORNIA 95060 I TEL: 831.426.5600 FAX: 831.42 ,5602
WORK AUTHORIZATION No.
May 13, 2015
Issued Pursuant to Environmental Investigation and Contracting Agreement
Effective May 13, 2015
By and Between
Trinity Source Group, Inc. (Trinity)
and
Town of Los Gatos (CLIENT)
Client Office: 41 Miles Avenge Trinity Project No.: MK2015
1..os Gatos, CA 95030 Work Order Type: T&M
Client Contact: Jim Harbin
Trinity Office: 119 Encinal Street
Santa Cruz, CA 95060
Trinity Contact: Debra Moser
1. SCOPE OF WORK: Conduct Environmental Consulting Services Including: Task 1
Prepare a Work Plan to Address Impediments to UST Case Closure,
as requested by Santa Clara County Environmental Health. Task 2
Well Development. and Task 3 Conduct One Groundwater Monitoring
Event for Existing V1/ells, including conclusions and recommendations
tor further work as needed
2. LOCATION/CLIENT FACILITY INVOLVED: Town of Los Gatos Corporation Yard, 41 Miles
Avenue, Los Gatos, CA
3. PERIOD OF PERFORMANCE: M per Proposal
4. AUTHORIZED FUNDING: $12,500 (estimated at $4,000 for Task 1, $2,500 for Task 2, and
$6,000 for Task 3)
5. SPECIAL PROVISIONS:
Ail work shall be conducted in accordance with
the terms and conditions set forth in the Trinity
Source Group. Inc. Authorization for
Environment?! Investigation and Contracting
Services Agreement dated and executed on
May 13, 2015.
Trinity Source Group, Inc.: CLIENT: Town of Los Gatos
1114,e/
By:
Name: David A. Reinsma
Title: President & Principal Geologist Title: 1 ntev rY1 I &WY) MoOrters
Date: May 13, 2015
By:
Name:
Date:
L-e5 Win i
(0 5-- 201 c)
From:• Jim Harbin
Sent: Thursday, December 17, 2015 343 PM
To: Stefanie Hockerneyer
Subject FVV: project charges and next steps, 41 Miles Ave.
Additional work thorzatkm request.
From: Debra Moser [mailto:dIntsgcorp.nell
Sent: Monday, November 09, 2015 9:44 AM
To: Jim Harbin
Cc: Spencer Davis
Subject: project charges and next steps
,41 Miles Ave.
Hi Jim,
We received the latest letter from Aaron Costa at Santa Clara County, requesting the soil gas investigation work plan and
additional groundwater monitoring for 41 Miles Ave. Would you like for us to send over a new Work Authorization for
this work?
Also, Trinity will soon issue the final invoice for the groundwater monitoring well -development and sampling that led to
the report we submitted in October. We exceeded the total budget of $12,500 by about $950. Per the County request,
we developed and sampled two wells additional to the original scope, which contributed to the overage. Is there a
procedure we should follow to request additional funds forthis?
Please feel free to call either Spencer Davis or e with questions; we Will wait to hear from you before initiating the soil
gas work plan requested by the County.
Thank you,
pcint) ieSz-3„
Debbie
Debra J. Moser, PG, CEG, CHG
Senior Geologist
Trinity Source Group, Inc.
119 Encinal Street
Santa Cruz, CA 95060
We have moved!
PieaseE note our new address.
Tel: (831) 426-5600
Fax: (831) 426-5602
Visit our vvebs•ite at: www.trinitysovrcegroup.com
The materials transmitted by this electronic mail are confidential, are only for the use of the intended
recipient, and may also be subject to applicable privileges, Any dis,sernination, distribution, or
copying of this communication is strictly prohibited. If you have received this communication in error,
1
ATTACHMENT 2
WORK AUTHORIZATION No. 2
November 19, 2015
Issued Pursuant to Environmental Investigation and Contracting Agreement
Effective May 13, 2015
By and Between
Trinity Source Group, Inc. (Trinity)
and
Town of Los Gatos (CLIENT)
Client Office:
41 Miles Avenue Trinity Project No.: 532,002.001
Los Gatos, CA 95030 Work Order Type:. T&M
Client Contact: Jim Harbin
Trinity Office: 119 Encinal Street
Santa Cruz, CA 95060
Trinity Contact: Debra Moser/Spencer Davis
1. SCOPE OF WORK: Conduct Environmental Consulting Services Including: Task 1
Prepare a Work Plan for Soil Vacor Assessment as requested by
Santa Clara County Environmental Health, Task 2 Develop
Monitoring Wells E-1 and E-4, and Survey All Monitoring Welk,
Task 3 Install and Sample Two Soil Vapor Probes, Task 4 1st Soil
Vapor Sampling Event Report, Task 5 Conduct Groundwater
Monitoring Event during First Quarter of 2016, Task 6 ist Quarter
2016 Groundwater Monitoring Report, Task 7 Conduct 2" Soil Vapor
Sampling Event, Task 8 2nd Soil Vapor Sampling Event Report
2. LOCATION/CLIENT FACILITY INVOLVED: Town of Los Gatos Corporation Yard, 41 Miles
Avenue, Los Gatos, CA
3. PERIOD OF PERFORMANCE: As per Proposal
4. AUTHORIZED FUNDING: $31,479 (estimated at $3,533 for Task 1, $4,480 for Task 2,
$6,328 for Task 3, $2,962 for Task 4, $4,622 for Task 5, $2,288 For
Task 6, $4,305 For Task 7, and $2,962 for Task 8)
5, SPECIAL PROVISIONS:
Trinity Source Group, Inc.:
Name: David A. Reinsma
Title: President & Principal Geologist
Date: November 19 2015
All work shall be conducted in accordance with
the terms and conditions set forth in the Trinity
Source Group, Inc. Authorization for
Environmental Investigation and Contracting
Services Agreement dated and executed on
May 13 2015.
CLIENT: Town of Los Gatos
By:
Name:
Title: V-z-4 'he% k
Date: ( 3 16
ATTACHMENT 3
SECOND AMENDMENT TO AGREEMENT
This SECOND AMENDMENT TO AGREEMENT is dated far identafication'this 17h day of
January, i1.17 and amends that certain agreement for First Amendment to Contracting A:greemerit
dated December 17, 2015. made by, and the Town of Los :Gatos, ("Town,") and Trinity
Source Group, Inc. ("C'onsriltant...)
RECITALS
Town and Consultant entered into a .Contracts g Agreement on. June IS. 2015,
(- Agreement"'), a copy of whichis attached hereto and incorporated by reference as
Attachment 2 to this Amendment:
Town and. Consultant entered inter a First Amendiment to Co ling Agreement on
December 17, 2015.. ("Agreement-). a copy of which is attaehed-hereto and incorporated by
reference as Attachment 1 to this Amendment.
Town desires to amend the Contracting Agreement to provide additional compensation foi
additional services and extend the term ofthe agreement.
AME1\ DMEN1
1. Scope of Services. Consultant shad conduct.additionat environmental consulting -services as
described in the Time and Materials Fee Estimate dated November 30, 201-6, a copy cif hth.
is attached hereto as Exhibit A and incorporated herein by reference.
2. Compensation is amended to provide an additional amount not to exceed i ,6 8
The total compensation for the agreement shall not exceed $62 430.
3. Period of Performance. The term of the Agreement shall be extended to expire on December
31. 2017.
4. All other terts.and conditions afore Agreement remain in full force and effect.
IN WITNESS WHEREOF the Town and Consultant have executed this Amendment.
To 'usrt of Los Gatos
Page 1
7noiay Source Gi up -See nil ? nendt nc tea csatcac mg A Cea
Trinity Source Group, by:
By;
Nan
EXHIBIT C
Recommended twy:
•
Matt Morley
Director of Parks and Public
Approved as to Form:
Attest:
Robert Schultz, To rney Shelley cis,CC. Clerk Administrator
Page 2 of 2
Trinity Sourc'e Group • Smond 8mendment to Contracting Agreement
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AGA. IS‹. 03g
!NH_
THIRD AMENDMENT TO AGREEMENT
This THIR.D AMENDMENT TO AGREEMENT is dated for identification this 20th day of
February 2018 and amends that certain agreement for Second Miendment to Contracting Agreement
dated January 17, 2017, made by and between the Timm of Los Gatos, ("Town,") and Trinity
Source Group. Inc. (-Consultant-)
RECITALS
A. Town and Consultant entered into a Contracting Agreement on June 18, 2015,
("Agreement"), a copy of which iS attached hereto and incorporated by reference as
Attachment 1 to thisAifiendment„
B. Town and Consultant entered into a First Amendment to Contracting Agreement on
December'17, 2015, (Agreemenf), a copy ofwhich IS attached hereto and incorporated by
reference as Attachment 2 to this Amendment,
C. Town and Consultant entered into a Second Amendment to Contracting Agreement on
January 17, 2017. ("Agreernerin, a copy of which is attached hereto and incorporated by
reference as Attachment 3 to this Amendment
D. Town desires to amend the Contracting Agreement to provideadditional compensation for
additional services and extend the term ofthe agreement
AMIEM:.MENT
Scope of Services. Consultant shall conduct additional environmental consulting services as
described in the 2018 Time and Materials Fee Estimate, a copy of which is attached hereto as
Exhibit A and incorporated herein by reference.
2. Compensation is amended to provide an additional amount not to exwed $49,937.
The total compensation for the agreement shall not exceed $112,367,
3 Period o f Performance. The term of the Agreernent shall .be extended to expire on December
31, 2018.
4. All other terms and conditions. of the Agreement remain in full force and effect.
Page .1 of
Trinity 5ourck; (in:nip Third Ainvntirrient :t0 crintriicting Agrcernerit
EXHIBIT D
lN WITNESS WHEREOF, the Town and Consultant have executed this Amen&
Town of Los Gatos
Rect)rnmfmdcd b),•:
Matt Morley
Director of Parks a 'c Works
Approval.as to Form:
Robert Schultz:, Tot1orney
Consultant, by:
Attest:
Shelley \cis..
Page 2. of 2
1rtntv Source tiroup• Third Ainendmot 10t antracting Agrevnent
c,.Cleric Ad. mistrator
jirRitarbin
Towne Los Cates
Corporabor Yard
41 ',Jima •A‘rariue
'Los Gros. CA
2618 AddiDopai Data 4ap Kvastigaticip.
To (Ititos
CorP0+5101YaP6
41 Ines Avenue
Los Gatus, CA
Itenentiet Baur
TAW 1
CDs/ E5/01180 .2018 Fad
WORK TASK SWAURY AND COW UMW& TOTAL
Tult
Subtbtels
IASI( I s4/104 '11/ s•SI, HAT and P(,)[,:..t
7 Shot ow Snn IseDu",s1Ory.5 o it t*stelOtorts. HASP 1.1plattris en11P141 e.eks $10204
l'es ,. ?VIII hr40.tppain.nr ald•Sa,..op,ng (....qrt,19411:1 4141 Met. r 1,14 t fro ‘'9.111 508.386
014! Adchtic kizI0)19 Cop Ir. vssliam fif Awl' Ler. ('lost* VIIIJ41011 SAS$2
7 ASK. R.,`2 Ufa t6.,,N 'aisqn
$3,5403
total; $42;937
DETAILED SLISBAIRY
TASK 1: WeIt SIN Releoval, HA$P,.enttPitiostt lAarsaSeenent
LABOR 8 EQUIPMENT
Runless bnus
Rails Ftnendeo Cost
0.00 . Hrs Prin.lvat ploirlearr,soltvist $210 SO
DO Hra Senor OninearrCutkoloOti •SiSS SwaS
800 Firs Pfejec, Engnteer,GeoloDat $134 . 51,0/2
24,00 lora Malt Engineer,GebtogistSdentis1 $107 54,505.
0-00 Hr Staff Engoet/K9satogl.seScten5St 5107 SD
0 06 Slra ataftei
$66 60
42,00 Pities VeDiot. - Rowse/ Trsp Tmtel 50:90 5440
SUSCONT. it -MATERIAL F.
140, _ ..,. ESOD InleDraledWattetrittesno Menself.,,OtentSeiytteitStkens WatteRelenes'whtunt 'NU)
. 41..2.00 $1:350
Tisk 1 500014" 55.245
TASK 2: &MOWN. So& Sampling, Regulatory & Client NoSificationadiASP Updates, -and P1ks.
..ABOR a Ent/FDA/4
Ltrets
NUrnee,
D,00 Pits Ptint4is' EctineartGeeos st
.2.!',.:. Nrs See o, Engineer/C*004dt
IS OP .His Pm;ool,SnpneericaeOinost
36.60 etrs Staff E::R.oeseden neystAriensst
.8 00. Pie 0o.0 l''tntCiiii il
1 ,OD OPy Mrsc. VI ' Triopis tUtatehals, EqUOnard. & 4atius
1 00 Day PM
.:./D Eptti 55.9s,oncIP,itr
0.00 as) traffic•%nes oameaoat
i n CC Mies Th0ckM41 a, koono Trip
Susc.:,noTA
1 00 ,lob IA :ity ClesirSene'00.
es brute 00/eng
1.0C, es Drum cisOsai
Ida ExiMincoN Ge-....stoncts iSm Sof:S./m*6s!
ilia ,o0 SG4 4.0.31,o,1 tormnl 0,2 SamOma T'", 19 . ''414.41Cre.t, '.*,,PtftVileM P'64)
Rate:b91endd Com
S21.9 •so
Slap Ssis
5134 $2•144
$107 53,S07
SW 5720
SYS 378
5148 si4s
sal. 511,i
3095 Sf 20
5900 Ss n't,,
S2C0 5230
6200 8230
52,445 SZ,812
$2400 $2.300
Tisk 2 5 IA iotzE $14,204
sasKS: Wen Raconlacimilim VV*PDeveloPment 8na Sarn4341114e4Nnk4ent; T1" 1 d9"."1 IUCC""a 9114 "I"van
Lekaqns EOJIPMENT
Nurpbes Ursts
Ante Ext ' t
0.00
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44 DO
1010
300
2.00
3,00
2 00
D 00
2.00
I DO
41R
-0100
hit ginithedrIGS0109i9t
hrs • Senid, EnOreecTiettlistS1
`Nrs Proje,ct Eng.neeripeoloott
0.199 "stare eectiop‘weeGeougiseesciernAl
81( rxeltf Terheicioro
Or MR, Sena TOMsaatianais, Eopionant & *tem:
ea,..1- 'Bodo
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pay WSelm.
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VEiectric.4roundwahar Sompurg olno
5.5:0089then
1210 50
SISS SS/5
$144 51.608
$107 $4.708
S90 $•;440
875 522,5
sir; 520
6145 5430
4,45 5190
$20 890
SU 1,70
$15
S57 5225c
Exhibit A
1 00
600
`.00
100
400
1.00
.1•QD
Say :gerriCados
M.. % rn, o MSfe8;3ic Round Tr p):
SUHCQNT. &'MIATER
Table 1
Ala Gent Esiktala -2011 Fee 5C4a
Job Exploration Ge seNloes Mee R0construCFan);
ea Sod Anelyeev- Torrent ,'TPH9. TPHQ. RTEX Nap)itheknef
ea Grea rdt alerAnalyses - Torre nt-JR 9. TPNd, BTEXt
ea bitirrr prt+•rsng
ea brim Asposat
ea Mkt -Coast &sheers Well Survey
ea Stria Cara Vo a Weler District: • YJell Cortatn 6i+ef and DestrirGtgn °rn.m4 Fes
TASK 4: additional Data Gap invastlgationReportima orr:ThreatClosur8 Evaluation
.ABOR & EC JIPMENi
Matter Lint
4.00. Hrs Senior Geraogi;:t
24.00 Hrs Proledt Geologist
32.00 Hrs Staff C,esoiogiMi tienitat
12.00 Hrs t railer
000 Hrs Field Tedrielen'N
2 00 Hrs Administrative
TASK 5: Cared and Regulatory Liaison
1800
0 00
0.00
0.00
Units
Hrs Senor Geologist
Hrs Projerx GeOnDist
Firs Ste 64000S1/$Cierttiat
Hrs Prager
.Hrs Aon4Oistratrve
LABOR & EQUIPMENT
S50 $trio
$0,9e 5120
53.170
$125
3350
3200
3200
51,480
3910
Task 3 Subtotal
1189
5194
5107
$95
590
$66
Task 4 Subtotal
Rate
318S
S'34
$107
585
568
Tafyk 9 Subtotal
»?a oa.., aw +Mnttirrr'•w�,.r
53.846
S863
5403
523:,
59,7D
51,702
51.047
518,386
Exlendec Coss
$756
53.216
53,424
51.020
SO
5136
16,562
Eiclerxlef Cost
51,134
52,412
S0
SO
it+
53,346
.! TRINITY
• source group, inc.
"t
• Envijvimiental Cnnsultwits
•
•
• • "• -
December 19, 2018
Jim Harbin
Town of Los Gatos
P.O. Box 655
Los Gatos, California
RE: Proposal for Environmental Services
Town of Los Gatos Corporation Yard
41 Miles Avenue
Los Gatos, California
Dear Jim:
Thank you for considering Trinity Source Group, Inc. (Trinity) for site closure well destructions for the
project referenced above. Trinity proposes the following scope of work to destroy seven (7) groundwater
monitoring wells and two (2) soil gas vapor probes at the Town's Corporation Yard upon receiving
approval from the County of Santa Clara Department of Environmental Health.
PROPOSED SCOPE OF WORK
TASK 1: Project management and liaison with regulatory agencies and client.
This tasks includes six (6) months of project management activities including liaison with regulatory
agencies and client regarding well destructions and site closure. Project management activities include
project planning, coordination, scheduling, budget and deadline tracking. Liaison with regulatory agencies
and client include phone calls, meetings, and brief written communications regarding project status and
regulatory compliance.
TASK 2: Pre -field planning, permitting, and preparation of health and safety plan.
Prior to performing the well destruction fieldwork, Trinity will prepare a health and safety plan and seven
(7) well destruction permits for submittal to the Santa Clara Valley Water District (SCVWD). SCVWD well
destruction permit fees are included in the cost. Trinity will also schedule the fieldwork, notify
Underground Service Alert and the appropriate regulatory agencies, and coordinate site access with the
client.
TASK 3: Well Destructions (7 groundwater monitoring wells and 2 soil gas vapor probes)
Well destructions will include the following work:
• Site visit to mark the well locations and call in an Underground Service Alert ticket. A private utility
locator will check for subsurface utilities and/or obstructions near each well vault box.
• Pressure grout seven (7) groundwater monitoring wells in accordance with SCVWD guidelines. It
is assumed the SCVWD will accept pressure grouting all wells; however, if one or more wells is
required to be drilled out there will additional costs associated with the drill out effort.
• Drill out or hand -auger to remove two (2) soil gas vapor probes.
• Upon the destruction of each well or soil gas vapor probe, Trinity will remove the vault box and
restore the surface with concrete dyed black or with planter soil to match the surrounding ground
surface.
119 Encinal Street www.trinit source_ rou! .com
Santa Cruz, California 95060
v: 831.426.5600
f: 831.426.5602
EXHIBIT E
Proposal for Environmental Services
Mr. Jim Harbin
December 19, 2018
• Investigation Derived Waste (IDW) will include decontamination water which will be stored in a
55-gallon drum onsite. Water samples for waste disposal will be analyzed for TPHg, TPHd,
TPHmo, VOCs, pH and flash point on a three day turn -around time. Soil waste will also be stored
in a 55-gallon drum onsite. Per Belshire, the existing waste profile from the previous soil
investigation is good through the end of March 2019.
• Liaison with certified analytical laboratory (Torrent) on lab analysis for waste samples, turnaround
time, and sample management.
• Coordinate disposal of IDW.
TASK 4: Report preparation and submittal.
Trinity will prepare and submit a Well Destruction Report for the client. Trinity will also prepare and upload
seven (7) California Department of Water Resources Well Completion Reports (DWR WCR) documenting
each well destruction. The Well Destruction Report will include field data, well destruction procedures,
conclusions, and copies of the DWR WCRs.
COST ESTIMATE
The total cost estimate for the scope of services presented herein is $31,959.
Trinity's services will be performed on a time -and -materials basis in accordance with the attached Cost
Estimate, Work Authorization, Rate Sheet and Contract Terms (Attachment A). We will invoice only for
our actual expenses and number of hours expended on the project, and will not exceed the estimated
maximum budget of $31,959 without your prior knowledge and written authorization.
If you would like us to proceed with the work outlined above, please sign and return the attached Work
Authorization Form.
We appreciate this opportunity to be of service. If you have any questions, please contact me at
(831) 426-5600 at your convenience.
Sincerely,
TRINITY SOURCE GROUP, INC.
A California Corporation
David A. Reinsma, PG
President and Principal Geologist
Attachments:
Attachment A — Cost Estimate, Work Authorization, Trinity Rate Sheet and Contract
Terms
Proposal for Environmental Services TRINITY Page 2 of 2
ATTACHMENT A
Cost Estimate, Work Authorization, Trinity Rate Sheet
and Contract Terms
TIME AND MATERIALS
FEE ESTIMATE
Client: Town of Los Gatos
Attention: Jim Harbin
P.O. Box 655
Los Gatos, California
Project: Site Closure Well Destructions
Town of Los Gatos Corporation Yard
41 Miles Avenue
Los Gatos, Califomia
Proj. No. 532.004
Perform Well Destructions and Site Closure Reporting Tasks
Task 1: Project Management and Client/Regulatory Liaison (6 months)
Task 2: Prefield Planning, Permitting, and Health and Safety Plan Preparation
Task 3: Well Destruction Fieldwork and Post -Fieldwork (7 Wells and 2 Soil Vapor Probes)
Task 4: Report Preparation and Submittal (including DWR Well Completion Reports)
TRINITY
source group, inc.
• Lnvironmcuml Cum litnus
•
w •� 119 Encinal Street
Santa Cruz, California 95060
Task Total
$2,274
$6,857
$18,450
$4,379
TOTAL: $31,959
Exclusions/Assumptions: 1) client will be billed on a time and materials basis and cost savings will be reflected in Trinity invoices, 2)
estimate based on receiving approval from SCVWD to pressure grout all seven (7) groundwater monitoring wells, 3) Trinity will notify
the client if any groundwater monitoring well will need to be drilled out to total depth based on site conditions during fieldwork or at the
direction of the SCVWD; if drill out of one or more wells is required there will be additional costs.
Signature:
Name:
Company:
Date:
File:Los Gatos Well Destruction_12.19.18 TRINITY Page 1, 12/19/2018
TIME AND MATERIALS
FEE ESTIMATE
DETAILED SUMMARY
Task 1: Project Management and Client/Regulatory Liaison (6 months)
LABOR & EQUIPMENT
Quantity Units Description
3.00 Hrs Principal Geologist
3.00 Hrs Senior Geologist
6.00 Hrs Project Geologist/Scientist
0.00 Hrs Staff Geologist
0.00 Hrs Draftsperson
1.00 Hrs Administration
0.00 Miles Truck
Rate Cost
$231.00 $693.00
$208.00 $624.00
$147.00 $882.00
$118.00 $0.00,
$94.00 $0.00
$75.00 $75.00
$0.95 $0.00
Task 1 Total $2,274.00
Task 2: Prefield Planning, Permitting, and Health and Safety Plan Preparation
LABOR & EQUIPMENT
Quantity Units
0.50 Hrs Principal Geologist
1.00 Hrs Senior Geologist
8.00 Hrs Project Geologist/Scientist
4.00 Hrs Senior Staff Geologist
16.00 Hrs Staff Geologist
1.00 Hrs Administration
7.00 Each SCVWD Well Destruction Permits
Description
Rate Cost
$231.00 $115.50
$208.00 $208.00
$147.00 $1,176.00
$131.00 $524.00
$118.00 $1,888.00
$75.00 $75.00
$410.00 $2,870.00
Task 2 Total $6,856.50
Task 3: Well Destruction Fieldwork and Post -Fieldwork (7 Wells and 2 Soil Vapor Probes)
LABOR & EQUIPMENT
Quantity Units Description Rate Cost
1.00 Hrs Principal Geologist $231.00 $231.00
2.00 Hrs Senior Geologist $208.00 $416.00
8.00 Hrs Project Geologist $147.00 $1,176.00
44.00 Hrs Senior Staff Geologist $131.00 $5,764.00
12.00 Hrs Staff Geologist $118.00 $1,416.00
1.00 Day Paint $10.00 $10.00
3.00 Day Misc. Small Tools, Materials, Equipment, Ice $100.00 $300.00
3.00 Day Photo Ionization Detector - Multiple Gas $145.00 $435.00
3.00 Day Water Level Indicator $30.00 $90.00
1.00 Each 55-Gallon Storage Drum $57.00 $57.00
168.00 Miles Truck (42 miles round-trip) $0.95 $159.60
SUBCONT. & MATERIALS (15% Markup)
1.00 Job Utility Clearance $450.00 $517.50
0.00 Each Soil Samples - TPHg + Full VOCs (Torrent 3 day TAT) $135.00 $0.00
0.00 Each Soil Samples - TPHd/Motor Oil (Torrent 3 day TAT) $65.00 $0.00
0.00 Each Soil Samples - CAM 17 Metals (Torrent 3 day TAT) $135.00 $0.00'
0.00 Each Soil Samples - PCBs (Torrent 3 day TAT) $60.00 $0.00
1.00 Each Water Samples - TPHg + VOCs (8260) (Torrent 3 day TAT) $135.00 $155.25
1.00 Each Water Samples - pH and Flash Point (Torrent 3 day TAT) $140.00 $161.00
1.00 Each EDD/EDF for lab data - Torrent $70.00 $80.50
1.00 Each Waste Disposal Fee $5.00 55.75
1.00 Job Belshire Drum Removal (anticipate one soil and one water drum) $500.00 $575.00
1.00 Job TDI Drilling _ $6,000.00 $6,900.00
Task 3 Total $18,449.60
Task 4: Report Preparation and Submittal (including DWR Well Completion Reports)
LABOR & EQUIPMENT
Quantity Units Description Rate Cost
0.50 Hrs Principal Geologist $231.00 $115.50
1.00 Hrs Senior Geologist $208.00 $208.00
10.00 Hrs Project Geologist/Scientist $147.00 $1,470.00
20.00 Hrs Staff Geologist $118.00 $2,360.00
2.00 Hrs Draftsperson $94.00. $188.00
0.50 Hrs Administration $75.00 $37.50
Task 4 Total $4,379.0D
File:Los Gatos Well Destruction_12.19.18
TRINITY
Page 2, 12/19/2018
TRINITY
source group, inc.
• F.iirir<�r!!+.e ntal (' .n�!!lrculrr
.. • ,
• • •
2018-2019 FEE SCHEDULE
TRINITY SOURCE GROUP, INC.
EMPLOYEE RATES
POSITION TITLE
Expert Witness
Principal Geologist
Principal Engineer
Senior Project Manager
Senior Geologist
Senior Engineer
Project Geologist
Project Engineer
Project Scientist
Project Manager
Senior Staff Geologist
Senior Staff Engineer
Senior Staff Scientist
Field Foreman
Staff Geologist
Staff Engineer
Staff Scientist
Haz-Mat Field Supervisor
Heavy Equipment Operator II
Heavy Equipment Operator I
Technician II
Technician I
Haz-Mat Laborer
Draftsperson
Administrative
RATE/HOUR
$306
$231
$254
$219
$208
$229
$147
$162
$147
$147
$131
$144
$131
$122
$118
$129
$118
$118
$115
$109
$99
$93
$90
$94
$75
SUBCONTRACTS, TRAVEL, AND OTHER CHARGES
ITEMS AT NO CHARGE
Computer timel Fax charges1 Document reproduction
OVERTIME
Overtime for hourly employees is 1.5x the standard billing rate as approved by client in advance.
Salaried employees are billed at the standardrate.
TRAVEL/PER DIEM
Travel time is charged in accordance with the above schedule, up to a maximum of 8 hours/day.
Mileage charge for a personal auto, and company owned truck or vehicle is $0.95/mile.
Per diem charge is area specific, but shall not exceed reasonable lodging cost plus $65.00/day.
SUBCONTRACTED AND MISCELLANEOUS CHARGES
Charges for certain outside services and expenses including, but not limited to, subcontractors, permit fees, construction materials,
rented vehicles and equipment, transportation on public carriers, and shipping charges will be billed at cost plus 15%.
119 ENCINAL ST., SANTA CRUZ, CALIFORNIA 95060 I TEL: 831.426.5600 / FAX: 831.426.5602
• TRINITY
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HEADQUARTERS:
119 Encinal Street
Santa Cruz, California 95060
Phone: (831) 426-5600
Fax: (831) 426-5602
CLIENT CONTRACT/P.O. NO. Not Applicable
Trinity Project No. 532.004
TRINITY OFFICE PERFORMING WORK:
Santa Cruz, CA
AUTHORIZATION FOR
ENVIRONMENTAL INVESTIGATION AND CONTRACTING SERVICES
CLIENT: Name Mr. Jim Harbin
Company Town of Los Gatos
Address 41 Miles Avenue
City Los Gatos State CA Zip 95030
Phone 408-395-5310 Fax Email jharbin(losgatosca.gov
Signing of this Authorization by CLIENT and CONSULTANT (Trinity Source Group, Inc. [Trinity]) authorizes CONSULTANT to complete
the Services as described below in consideration of the mutual covenants set forth herein.
PROJECT NAME: The Services described below are to be provided by CONSULTANT in connection with a Project identified as
follows: Perform site closure well destructionsat the property located at 41 Miles Avenue in Los Gatos, CA.
SCOPE OF SERVICES: CONSULTANT will perform the services indicated below:
Services as described in attached correspondence dated
Services as described in attached Scope of Services dated
X Services described below for a time and materials fee:
Professional Environmental Consulting Services associated with but not limited to the following: Destruction of seven (7)
groundwater monitoring wells and two (2) soil gas vapor probes as part of site closure activities. Trinity will obtain permits
from the Santa Clara Valley Water District and prepare a report documenting the well destruction fieldwork.
FEE FOR SERVICES: CONSULTANT's fee for Services identified above shall be as indicated below:
X A Time and Materials fee based on personnel, equipment and expense rates set forth on the attached Trinity 2019 Fee
Schedule. Trinity will not exceed the time and material fee cost presented in the Well Destruction cost proposal without prior
written approval from CLIENT.
A lump sum fixed fee of $
A lump sum fixed fee of $ plus other direct costs and expenses billed at cost plus 15%.
Other (specify)
RETAINER: Does not apply
PROGRESS PAYMENTS: X Apply Do not apply
CLIENT AND CONSULTANT acknowledge that they are in agreement with the terms and conditions as set forth on the attached Terms
and Conditions.
APPROVED FOR CLIENT: ACCEPTED FOR CONSULTANT:
Signature: Signature:
Name: Name: David A. Reinsma
Title: Title: President and Principal Geologist
Date: Date: December 19, 2018
DISTRIBUTION: TRINITY Contracts Client Project File Contracting Agreement Short Form — Rev 2018
1. TIME PERIOD FOR PERFORMANCE: TRINITY will commence Services as specified in the Scope of Services, and will
complete such Services in a diligent manner. TRINITY will not be responsible for delays caused by factors beyond TRINITY's
control which could not readily have been foreseen when this Authorization was received.
2. EXTRA SERVICES: TRINITY will perform Extra Services not specified in the Scope of Services, provided TRINITY and
CLIENT have agreed to the scope and fee of such services in writing.
3. TIME OF PAYMENTS: TRINITY will submit monthly invoices for unbilled portion of Services or Extra Services actually
completed. CLIENT agrees to pay the invoiced amount within 30 days from date of invoice. Any payment not received by
TRINITY within said 30 days shall be considered delinquent and the amounts due TRINITY shall accrue a late charge of 1 - 1/2
% per month for each month from date of invoice. In the event any payment due TRINITY under the terms of this Authorization
is delinquent, TRINITY may suspend all services until all delinquent payments have been received.
4. TAXES: Fees quoted do not include any state, federal or local applicable taxes, and will be the responsibility of the CLIENT.
5. STANDARD OF PERFORMANCE: TRINITY shall perform its services in accordance with generally accepted engineering and
consulting standards in effect at the time services were performed. TRINITY makes no other warranty, express or implied.
6. ENVIRONMENTAL ASSESSMENTS: TRINITY's Phase 1 reports present professional opinions and findings of a scientific
and technical nature. While attempts have been made to relate the data and findings to applicable environmental laws and
regulations, the report shall not be construed to offer legal opinion or representations as to the requirements of, or compliance
with environmental laws, rules or policies of federal, state or local government agencies.
7. CONSULTANTS LIABILITY: TRINITY shall perform its work as an independent contractor, and shall have responsibility for
and control over details and means of the performance for the work described in the Scope of Work. TRINITY is not the agent
of the CLIENT when performing this Agreement, unless agreed to by TRINITY and CLIENT in writing and only to the extent
expressly agreed to by TRINITY. TRINITY's aggregate liability for damages arising out of the services rendered pursuant to
this Agreement, whether arising out of tort or contract, is limited to an amount not to exceed $50,000 or the total gross billings
of TRINITY to the CLIENT hereunder, whichever is more. In the event that CLIENT desires to increase the amount of liability,
TRINITY may adjust this limitation upon written agreement provided CLIENT agrees to pay an additional fee to TRINITY to
offset this cost to TRINITY of this additional risk of liability. TRINITY is not liable for and consequential or indirect damages,
including but not limited to lost profits, Toss of use of property and CLIENT's breach of other contracts. TRINITY will be
responsible only for the activities of its employees and for TRINITY's subcontractors.
8. CLIENT INDEMNIFICATION: CLIENT and TRINITY agree to indemnify and hold each other harmless from any claims, loss,
injury, damage, fines, causes of action, attorney's fees, costs and litigation expenses ("claims") asserted against or incurred by
the indemnitee by any person or entity (including, without limitation, TRINITY's and CLIENT's employees) proximately caused
by, in whole or in part, the indemnitor's negligence or intentional misconduct. When such claim is due to negligence or
intentional misconduct of both TRINITY and CLIENT, each shall be entitled to contribution from the other in proportion to their
allocable shares of responsibility as determined by agreement or dispute resolution. Attorney's fees and litigation expenses
recoverable under this paragraph include fees and costs incurred in establishing a.party's right to indemnification.
9. HAZARDOUS SUBSTANCES: If state or federally regulated hazardous, toxic or dangerous wastes as defined by state or
federal regulations (hereinafter "wastes") are encountered at the site, and if these "wastes" require handling, transportation or
disposal at an off -site facility, TRINITY will assist in advising the CLIENT of the CLIENT's options. However, TRINITY will not
"arrange" (as defined in 42 U.S.C. 9607) for disposal of, accept title to, sign manifests for, or take control of any "wastes".
CLIENT shall indemnify and hold TRINITY harmless from any claims, damages, fines and fees, litigation or expenses, arising
out of or in any way related to handling, transportation and disposal of any "wastes" in the course of TRINITY's performance of
this Agreement.
10. CLIENT -PROVIDED INFORMATION: TRINITY is entitled to rely on all information furnished or to be furnished by CLIENT.
CLIENT agrees to defend and indemnify TRINITY, its officers, agents and employees from any and all claims of any kind
arising out of or related to any claims caused by or contributed to by any errors or omissions in information provided to
TRINITY.
11. ACCESS, APPROVALS, PERMITS: CLIENT shall arrange for access and make all provisions for TRINITY to enter public and
private property as required for TRINITY to perform the specified services. CLIENT shall furnish approvals and permits from all
governmental authorities having jurisdiction over the Project and such approval and consent from others as may be necessary.
CLIENT is responsible for informing TRINITY of the locations of any underground structures. TRINITY will not be responsible
for inadvertent damages to utility lines or other subsurface structure that were not made known to TRINITY prior to the start of
drilling.
12. SAFETY AND ACKNOWLEDGEMENT OF TRINITY DRILLING, INC.: It is the responsibility of the CLIENT to provide and
maintain a safe working environment for its employees, TRINITY's employees and that of TRINITY's subcontractors, agents,
the public and any other third party. By this notice, TRINITY is informing CLIENT that TRINITY may use Trinity Drilling, Inc. to
perform Services. CLIENT is hereby informed that TRINITY and Trinity Drilling, Inc. are owned by the same ownership group
and also share management and personnel. CLIENT hereby acknowledges the ownership, shared management and
personnel and authorizes TRINITY to use Trinity Drilling Inc. to perform Services. Should CLIENT desire that TRINITY not use
Trinity Drilling, Inc. to perform Services, CLIENT shall promptly notify TRINITY in writing prior to the initiation of any of the
Services.
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Contracting Agreement Short Form — October 2018 Rev
13. ASSIGNMENT: TRINITY shall not assign this Authorization (except for accounts receivable) without prior written consent of
CLIENT, but may, employ any other party it deems necessary or proper for any part of the work required to be performed by
TRINITY under the terms of this Authorization.
14. TERMINATION: Either party may terminate this Authorization at any time upon seven (7) days prior written notice to the other.
In such event, TRINITY will be compensated for services actually performed under the Authorization to the termination date
together with all reasonable costs arising out of such termination.
15. APPLICABLE LAW: This contract shall be enforced in accordance with the laws of Santa Cruz County, State of California.
16. TIME LIMIT FOR CLAIMS: Any claim brought by CLIENT against TRINITY will be brought not later than one year after the
date of substantial completion of TRINITY's services hereunder or the expiration of the appropriate statute of limitation,
whichever is earlier.
17. AiTORNEY'S, AGENT, OR, COLLECTION AGENCY FEES AND EXPENSES: In the event this Authorization should be
referred to an attorney of law, agent, or collection agency for collection, CLIENT agrees to pay such reasonable fees TRINITY
may incur, in the collection hereof.
18. ENTIRE AGREEMENT: The Agreement (and any referenced attachments) constitute the entire agreement between CLIENT
and TRINITY and supersedes all prior or oral or written representations or agreements. This Agreement shall not be modified
except in writing and signed by both parties. If any provision of this Agreement is determined by a court to be invalid or
unenforceable, the remainder of this Agreement shall remain in full force and effect.
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Contracting Agreement Short Form — October 2018 Rev
WORK AUTHORIZATION No. 1
December 19, 2018
Issued Pursuant to Environmental Investigation and Contracting Agreement
Effective December 19, 2018
By and Between
Trinity Source Group, Inc. (Trinity)
and
Town of Los Gatos (CLIENT)
Client Office: 41 Miles Avenue Trinity Project No.: 532.004
Los Gatos, CA 95030 Work Order Type: T&M
Client Contact: Jim Harbin
Trinity Office: 119 Encinal Street
Santa Cruz, CA 95060
Trinity Contact: Dana McCarthy
1. SCOPE OF WORK: Provide Environmental Consulting Services Including:
Destruction of seven (7) groundwater monitoring wells and two (2)
soil gas vapor probes, and preparation of a report documenting the
well destruction fieldwork.
2. LOCATION/CLIENT FACILITY INVOLVED: Town of Los Gatos Corporation Yard,
Los Gatos, CA
3. PERIOD OF PERFORMANCE: December 2018 through May 2019
4. AUTHORIZED FUNDING: $31,959 as follows:
Task 1: Proiect Management and Client/Regulatory Liaison $2,274
Task 2: Pre -field Planning, Permitting, and Health and Safety Plan Preparation $6,857
Task 3: Well Destruction Fieldwork and Post -Fieldwork $18,450
Task 4: Report Preparation and Submittal $4,379
5. SPECIAL PROVISIONS:
All work shall be conducted in accordance with
the terms and conditions set forth in the Trinity
Source Group, Inc. Authorization for
Environmental Investigation and Contracting
Services Agreement dated and executed on
December 19, 2018.
Trinity Source Group, Inc.: CLIENT: Town of Los Gatos
By: By:
Name:
Title: President & Principal Geologist Title:
Date:
Name: David A. Reinsma
Date: December 19, 2018