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Attachment 4CLERK DE'PARTM.LN'T TRINITY source group, inc. ioivs HEADQUARTERS: 119 Encinal Street Santa Cruz, California 95060 Phone: (831) 426-5600 Fax: (831) 426-5602 AGR ttl:i ORD R1C 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: ]Harbin@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 foljowing: 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 apply 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 ATTACHMENT 3 APPROVED FOR CLIENT: Signatures: Names: Titles: lY'17r ljirl� T()Lkt 1. tr iAv :r Date: ACCEPTED FOR CONSULTANT: Signature: Name: David A. Reinsma Title: President and Principal Geologist 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, 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. 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 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: 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 e* TRINITY .wu,ve +ee+up. ill(. •• 2014-2015 FEE SCHEDULE TRINrrY SOURCE GROUP, INC. EMPLOYEE RATES POSITION TITLE RATE/HOUR Expert Witness $250 Principal Geologist $180 Principal Engineer $1.80 Senior Project Manager $175 Senior Engineer $165 Senior Geologist $1.65 Project Geologist $115 Project Engineer $115 Project Scientist $115 Staff Engineer $92 Staff Geologist $92 Staff Scientist $92 Technician II $77 Technician 1 $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 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 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 Group, Inc. Authorization for Environmental Investigation and Contracting Services Agreement dated and executed on May 13, 2015. Trinity Source Group, Inc.: CLIENT: Town of Los Gatos -ter,.-.---�-- By: Name: David A. Reinsma Title: President & Principal Geologist Date: May 13, 2015 Name: ._e 5 vv r' -� Title: LYE. `evrt-r owv\ WIInc,c{t}r Date: 2 2C I Consultants 3880 S. Bascom Ave., Suite 109, San Jose, CA 95124 Environmental & Engineering Services April 17, 2015 Mr. Jim Harbin Town of Los Gatos 41 Miles Avenue Los Gatos, California 95030 Sent Via Electronic Mai/ to: JHarbinglosgatasca.gov Subject: Proposal, Environmental Consulting Services 41 Miles Avenue, Los Gatos, California AEI Proposal 41202 Dear Mr. Harbin: Tel: 408.559.7600 Fax: 408.559.7601 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 include: • A summary of the background of the fuel leak investigation and remediation activities performed based upon the available historical information, including tables summarizing the historical data collected. • Present the results of the proposed groundwater sampling induding tabular summaries of the analytical data. • A conceptual site model describing the presumed release scenario, potential receptors, and appropriate risk -based deanup goals. • Figures presenting the historical and current information. • AEI's proposed activities to meet the low -threat closure policy requirements as warranted by the current groundwater results and as discussed and decided 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 associated 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 clearing 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 necessary. • 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 client 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 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 dient 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 dient 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 consultants Trent A. Vice President Enclosures •,E. (C 64480) Initial Date AEI Proposal No. 41230 April 17, 2015 Page 4 AEI TERMS & CONDITIONS I. Salem. Payment and Ctadit. The Client shall pay Alt Environmental Inc. d/b/a AEl Consultants (AEI) for the sentices (the "Services") performed in accordance with the prices set forth kit the proposal b which these terms and wrdi1ons are attached (the "Proposal", and together with these terms and C 0305WS the'Agreemeat"). Invokes shall be submitted in accordance watt the Proposal. Payment of the AEI inaoic s shall be the primary, absolute and nonroontirgent obligation d the Caent, and stall not be conditioned won the closing of a ban transaction or any other event PAYMENT IS DUE UPON RECEIPT. it AOl does not receive payment In fun wthn thirty (30) calendar days of the date of the invoke, the account malt be deemed delinquent. Unpaid delinquent balances shall bear interest from the irwoice date M one and one-half percent (1.5%) per month, or at the nhaxlreen lawful Merest rate (whichever rate is leg). The Clent shah be liable to AEI for all costs and a gorEes of collection d debnguerrt balances, inch/Sing reasonable attomey and other fees, and man costs. Time is of the essence with respect to this provision. AEts nonrxertise of any rights or remedies, whether specified herein or as otherwise provided by aw, shalt not be deemed 8 waiver of any rights or re r3 es, no prelude AEI frorn the future exercise or 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 Clent to the terms of the Agreement and guarantees payment for services. 2. ROM of Entre: Forr.5 Meleure The Client gall arrange for the right of entry b roe subject properly ('Ste') try A5J its agents, employees, consultants, contractors and subcontractors, 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 representative of the Site owner be present at the Site as a condition of the performance of the Services and may regtire that See personnel operate major building systems and equtanent at the time the Services are performed. AS's ability to comply with the schedule for perfomance described in the Proposal is contingent Lyon timely and complete Ste access. AS shall not he responsible for damages or delays in performance caused by form mature, acts of God, events beyond the contd of AEI, or events that toted not have been reasonably foreseen and prevented. 3. pofulfl5e tysemol 5 At field notes, calculations, estimates and otter documents, data or ifdormataxh prepared by or on behalf of AEI in connection with the performance of Its Services (edkrtvely, "Docurne ts'), shall remain the sole property of AEA. At Cosune is prepared by AEI for the Client with respect to any Site shah be used sole* for the intended p reposes described n the Proposal, and solely with respect to the Site. Unless °chemise agreed, AEI shah ruin erg Documents for three (3) years following submission of AEI's report to the Client. In its sole discretion and without prior notice to the Clertk AEI may dispose of ail frele samples wthin thirty (30) calendar rays after submission of AEI's report to the Clent. 4. Matters Known to Client. The Clot, emir or through the Slte owner, shag proslde AEI with any and ell nforn Lion known to the Client, or Suspected by the Client, which pertains to: (a) the existence or possible existence all on, under or in the vicinity off the Ste, any hazardous mamas, pollutants, lead -bassi paint, radon or amest0s; (b) any conditions at, on, under or in the vicinity oft the Site, witch might represent a potential safety hazard or danger to human heath or the eewimmnen(; (c) any perm&, manliest, title record, or other record of Comtl1nce or non-compliance wath any federal, state or local laws, or obit or administrative crdr or decrees; (d) any knower 01 suspected defidencies or adverse conditions asscciated with structures or other physical improvements on Site; or (e) any nhodtratons or flanges from the original pans and specficatau of Si improvements which could affect the recommendations dations or mnciusions readied by AEI in the performance of Its 1 Services. 5. Prelim/nag Flndlnos. Preliminary findings (often referred to as 'Vernal5") can be provfded to the Client in order to quickly apprise them of 'niggly, data obtained as a reset of AEfs visual observations at the project Ste. They are not intended to be exhaustive or mmduSIVe or to substitute for the final written report, as they do not include information obtained from a number of other important and necessary components of the overall assessment. AD rttnmmends against making any decisions based upon such Ilmeed, preliminary, verbal inforrra5on. 6 PEj5FORMA((SCE STANDARDS IN PERFORMING THE SERVICES, AEI SHALL EXERCISE THE DEGREE OF SKILL AND CARE NORMALLY EXERCISED BY CONSULTANTS IN THE SAME COMMUNITY PROVIDING THE SAME OR SIMILAR SERVICES FOR PROJECTS Of COMPARABLE SIZE, COMPLEXITY, BUDGET, SCHEDULE AND OTHER CHARACTERISTICS OF THE PROJECT (THE 'STANDARD OF CARE'). EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, AEI MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY OF ITS ORAL OR WRITTEN REPORTS. CLIENT AO(NOWLEDGES 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; (1I) AEI'S 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 REGARDItNG OPERATIONS, PLANS, SPECIFICATIONS, CONDITIONS OR OTHER DATA WHICH IS PROVIDED 70 AEI BY CLIENT, OWNERS OR THIRD PARTIES (INCLUDING WITHOUT LIMITATION, ANY POINT OF CONTACT AT THE SITE), IS DEEMED 8Y AEI TO BE CORRECT AND COMPLETE WITHOUT INDEPENDENT VERIFICATION. AEI ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION AND SHALL NOT BE LIABLE IF RELIANCE ON SUCH INFORMATION RESULTS IN INCORRECT CONCLUSIONS OR RESULTS 7 INDEMNIFICATION AND LIMITATION OF LIABILITY, AEI AGREES TO INDEMNIFY AND HOLD HARMLESS (BUT NOT DEFEND) CLIENT, 1T5 DIRECTORS, OFFICERS AND EMPLOYEES AGAINST ANY LOSSES, LIABILITY, DAMAGES, CuetS AND EXPENSES 70 THE EXTENT CAUSED BY THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF AEI, ITS EMPLOYEES, SUBCONTRACTORS OR ANYONE FOR WHOM All IS LEGALLY LIABLE, IN THE PERFORMANCE OF SERVICES HEREUNDER IN NO EVENT SHALL AEI BE LIABLE FOR LATENT Oft 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 OF THE ASSESSMENT, OR ANY UNAUTHORIZED ASSIGNMENT OF OR RELIANCE UPON THE REPORTS. THE LIABILITY OF AEI, AND THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUBCONTRACTORS, TO CLIENT ORTO ANY THIRD PARTY CLAIMING BY OR THROUGH CLIENT, INCLUDING ANY COMPANY AFFIUATH) WITH CLIENT, OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT', SUBCONTRACTOR, S1CCESGn¢ OR ASSIGN OF SUCH PARTIES, FOR ANY LOSSES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), RELATED TO THE SERVICES, THE AGREEMENT OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE SUM OF TWENTY-FIVE THOUSAND DOLLARS ($25,000A0). IN NO EVENT SHALL AEI BE LIABLE TO CLIENT FOR ANY EXEMPLARY, PUNTTIVE, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING FROM OR IN ANY WAY CONNECTED WITH ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THE AGREEMENT, EVEN IF THE AFFECTED PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. 8. pisorhte Resolt*lon. This Agreement stall be governed by, subject to, and construed in accordance with the laws of the State of California. My conouersy, calm or action arising out of, or related to, this Agreement, the beach thereof, or the coverage of this arbitration provision may be settled by arbitration and wit be based on the rules in e5etl on the date of deiNery or demand for erletratan. The arbivaber(s) shall apply California substantive law to the pmcmlings, except to the extent Federal substantive Ow would apply to the claim. The arberator(s) shag prepare in writing and provide to the pates an award including actual findings and the reasons on which their decision is based. The arbitrator shag not have the power to meet errors of law or legal reasoning, and the award may be vacated or correcded on appeal to a court of competent jurisdicten for any such error. The arbitration of such issues, including de deteminaaon of the amount ofany damages suffered by either party hereto by reason of the acts or ortssions of the other, shag be to the exclusion of any mutt of law meet for enforcement of an arbitrated await!. The decision of the arbitrators, or a majority or then, shah be final and berWrg on both pates and they nesprtive successors and assigns. If the arbitrators detemnlne that a Dady has initialed a recovery action on a basis inconSistof5 with the prwisens of this Agreement, the initiating party shag, mahout exception, be assessed erg costs incurred by the respondng party. Except as dwelled above, each party shall pay the fees of is own attorneys, and the expenses of is sireem and all ether expenses cormected with the presentabon of its case. The costs of the arbitration, inducting the cost of the record of bansaipts thoecf, i any, administrative fees, fees of the arbhtrators, and all c her fees and cost shall be borne as determined by the arbt ratces. 9. )RELIANCE AND ASSIGNMENT. 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 AEI. ANY UNAUTHORIZED REUSE Ole REDISTRIBUTION OF AEI'S WORK PRODUCT OR REPORTS SHALL BE AT THE CLIENTS AND RECIPIENT'S SOLE RISK, WITHOUT LIABILITY TO AEI. CLIENT WILL HOLD AEI HARMLESS FROM ANY AND ALL LIABILITY, OBLIGATION, COST AND EXPENSE ARISING FROM OR RELATED TO ANY UNAUTHORIZED DISTRIBUTION OR USE BY CLIENT OF AEI'S WORK PRODUCT OR REPORTS. AEI SHALL NOT ASSIGN ITS OBLIGAYIONS UNDER THE PROPOSAL; HOWEVER, AEI MAY EMPLOY, BY SUBCONTRACT, SUITABLY TRAINED PERSONS OR ENTITIES ACCEPTABLE TO AEI TO PERFORM THE SERVICES. 0. Confidentiality, AEI shall not disclose information regarding the Proposal, the Services or any Documents, except to the Client, employees, tunwtaris, subcontractors, or other persons engaged by AET to perform the Services, third pates designated by the Chant (subject to the reliance Imitations describer) herein), or as required by law. Notwithstanding the terms of the Section, AEI shall comply with all judicial orders, government directives, and aws, reguatiors and ordinances, regarding the reporting to appropriate public agencies of potential dangers to pubic health, safety or the environment. 11. MIraffliureolm AEI is an independent tudra.tur of Client and not Cliert's agent, eenptoyee a patter. The Agreement shall be governed by the laws of the State of California and the parties irrevocably consent t0 the juriscdion of the courts of the State of Cabfoma and of the United States District Court for the District of Northern California if a basis for federal Jurisdiction exists. In to Net a dispute relating to an A51 repot results in litigation, and the Caimant does not prevail at bat, then the claimant small pay all cols Incurred by AS in the defense of the dawn, including reasonable aboney's fees. Each provision of the Agreement shall be Considered separable, and a, for any reason, any proaslon or provisions herein are determined to be invattl and contrary to any easbng or future law, such nvalidty shag not affect those portions of this Agreement that me veld. This Agreement constitutes the entire agreement, and supersedes all prior agreements and urderstandings, noel written and oral, between the parties with respect to the Services to be provided pursuant to this Agreement. The prov'5son5 of the Agreement may filly be modified by a written nsWment signed by an authoized repesenative of each patty. 12. Hazardous Wasba and Remrtfeee The Client uMerstands and agrees that human heart[ and safety is e phony in implementing any investigation or assessment. AEI and Client agree that the discovery of hazardous materials, suspect hazardous materiels or petroleum products, or une mected conditions may constitute a change in the condition of the job Site mandating a renegotiation d the scope of wok or termination of the project and may make t necessary for AEI to take immediate treasures to protect human hearth and safety. AEI agrees to rotfy ire n'f r t as soon as Nacticable if such materials are encountered. Client encourages NU to take any and all measures, that in AEI's pr arise: gal opinion, are justified to protect AEI's personnel and the public. Client agrees to waive any claim against AEI and to indemnfy, defend and hold hawAso AEI from any are an cans arising out of AQ's encaaderieg unantepaied hazardous materials or sum hazardous materials. Client agrees to mmpenaate AEI for all costs associated with such an event based upon AEI's preva8ing fee schedule. 13. Wat NAB is expressly engaged to perform soil boring or other invasive testing, AEI shall not be responsible for damages to underground or aboveground Nines, for unmarked or misrraiked ttilties or other features, or for damage that occurs to such uottles or features. The Client is responsible for pma1Wng informaton to AEI regarding the location of Kra -Ste utilities. Client recognizes that the use el eybrabon equipment may xavotdably arrest, alter or damage exdctbg structures, vegetation and terrain at the Site. AEI, including subcontractors, we take reasonable precautions to limit damage. However, Clent recognizes that 5udn damage is inherent in the normal course of the contraded scope a( wore and the ant of the repair for any damages Is not pat of the Conbaded services. In the event of damage to the property as a testa of such wort and specifically staled above, Client writ hold harmless, AEI, including subcontractorS, for carnage caused during the course of the agreed Apron scope of work. 14. conflict of Interest. To the best of AEI's knowledge, AEI has r0 actual, potential or apparent conflict of intrust perairdng to this Agreement, except as has been previously disclosed to Client in wrtlrag, and AEI covenants and agrees that it shag promptly advise Client of any other actual, potential or apparent connicis of Merest, whether existing as of the execution 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 accepta P.O. Box for a report delivery or billing address. City, State, Zip Phone Fax Email TIN/SSN Signature Date Site Contact Information (if different than above): Name Phone Email Address Service Offerings at AEI Environmental Due Diligence (Phase I, 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 Preconstruction Document & Cost Reviews Construction Monitoring Site Investigation and Remediation Erosion Control 2015 SCHEDULE OF BILLING RATES ENVIRONMENTAL SERVICES Standard Field Equipment (continued): Stantec ".� ," `,- .,-'`Ls,'?n--s7c=r-''??:K:fi,.. :r- _. f, a-., :sa '`E -�,r'+s-�. Meter - Magnetometer $501day Meter - Manometer $25/day Meter -Measuring Wheel $10/day Meter - Metal Detector $45/day Meter - Multimeter $110/day Meter - 02/CO2 $110/day Meter - ORP $25/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/doy Meter- Water Level Indicator $35/day Photoionization Detector (PID) $1 10/day Pressure Washer $45/day Pump - Air Sampling_ $45/doy Pump - Centrifugal $50/day Pump - Groundwater Sampling $110/day Pump - Peristaltic $50/day Pump - Trash $35/day Pump - Well Sampling $25/day Pump - Wet Sampling/Purge $45/day Reproduction - 11x17 Color Plot/Print/Copy $2/copy Reproduction - 24x36 Color Plot/Print $10/copy Reproduction - 8.5x11 B&W Copies $0.15/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 Ring/Sleeve $10/each Survey Equipment - Laser Plane Level & Receiver $200/doy Transducer $30/each Tedlar Bag $15/each NOTE: Other equipment needs will be priced on a per project basis. Sloroec 2015 MASIER ES Role Schedule Table 3 wo Titles - (15%).doc Page 3 or 3 2015 SCHEDULE OF BILLING RATES ENVIRONMENTAL SERVICES Other Direct Disbursements: Stantec :r� .� tt{f 3+Y:1 . L 'a. .. „ -",.- .c, ..'a.. i .:60, i es:%" Prevailing IRS Rate Vehicle Mileage Subcontract Services Actual Cost +15% Travel/Per Diem Actual Cost +15% Per Diem $ 175/day Capital Purchases and Expendable Materials Actual Cost +15% Postage and Shipping Actual Cost +15% Standard Field Equipment (See Attached Schedule) Standard Field Equipment: 8[aIttpmerit :.'. Rate Air Sampling Equipment $65/day Bailer - Disposable $10/each Bailer - Disposable Weighted $15/each Bailer - Quick E-Bailer System $85/day Bailer - Reusable $20/doy Drum - 55 Gallons $65/each Digital Camera $25/day Draeger Sampler (tubes not included) $30/day Field Communication - Two -Way Radio $20/doy 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 $5/pair Gloves - Colored Leather $15/pair Gloves - Colored Nitrile $0.25/pair Gloves - Kevlar Under Glove $5.00/pair H&S - Level 8 Safety Equipment $185/day H&S - Level C Safety Equipment $95/day H&S - Level D Safety Equipment $60/day H&S - Traffic Control Equipment $65/day Hand Auger $30/day Low Flow Purge/Sampling System $85/day Meter - Oil/Water Interface $60/day Meter - Anemometer $25/day Meter - CO $65/day Meter - Data Logger $ 140/day Meter - Dissolved Oxygen $65/day Meter - DO/ORP/Temp/Conductivity $100/day Meter - Dosimeter $45/day Meter - Ferrous Iron $5/day Meter- Flow $30/day Meter - H2S Detector $80/oay Meter- LEL/02 $80/day Meter-Magnehelic (Gauge) $_35/day Slanlec 2015 MASTER ES Rate Schedule 'table 3 wo Titles • (15%).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 folfowino schedule y1(� .Nx�..,Z•( .�, f..'f .ry. t 1» G _ ��i- Entry-level Position 1 $57 • Works under the supervision of a senior professional 2 $65 • Recent graduate from an appropriate post -secondary program or equivalent • Generally, Tess than four years' experience Junior Level Position 3 4 $72 $81 • Independently carries out assignments of limited scope using standard procedures, methods and techniques 5 $89 • 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 6 7 $98 $106 • Carries out assignments requiring general familiarity within a broad field of the respective profession 8 $114 • 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 9 10 $123 $133 • Provides applied professional knowledge and initiative in planning and coordinating work programs 11 $144 • 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 12 $157 • Provides multi -discipline knowledge to deliver innovative solutions in related field of expertise 13 $168 • Participates in short and long range planning to ensure the achievement of objectives 14 $181 • 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 15 $191 • Recognized as an authority in a specific field with qualifications of significant value 16 $211 • Provides multidiscipline knowledge to deliver innovative solutions in related field of expertise 17 $246 • 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 labor. Overtime will be charged at 1.5 times the standard billing rate. All labor rates will be subject to annual increase. Slontec 2015 MASTER ES Rate Schedule Table 3 wo Titles -1 1 5%1.doc Page 1 of 3 Attachment C Stantec 2015 Date Table 3 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, Sfantec is hereby authorized to act as CLIENTS 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 to CLIENT on a lime 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 $2,000,000 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 to have been committed by Stantec 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 to the CLIENT. V:\ f857\bus-dev\Town of Los Gatos \Town of LG PSA.docx 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 safely standards which govern work with hazardous substances. HAZARDOUS SUBSTANCES Hazardous Substances Defined: Hazardous substances shall be defined as 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 Stanlec 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 Stanlec '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 will 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 Manioc 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 Stanlec 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 Stanlec reserves the right to slop 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 Slantec'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 Stantec'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, slate, 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:\ 1857\bus•dev\Town of Los Gatos\Town of LG PSA.docx Stantec Attached to and forming part of the AGREEMENT BETWEEN: PROFESSIONAL SERVICES AGREEMENT ATTACHMENT "A" TOWN OF LOS GATOS (hereinafter called the "CLIENT") - and - STANTEC CONSULTING SERVICES INC. (hereinafter called "Stanlec"j 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 Dote: Work wil 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, Prefield, and Me 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 subconsultanl, contractor, lob and other similar third party charges will be charged as invoiced to Stantec with a fifteen percent (I5%) 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 on Slantec's hourly billing rate table ("Rate Table"), attached hereto. The Rate Table is subject to escalation from time to 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 at the specified locations and al 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 to the presence of disposed hazardous substances, but Stantec will not write a certification, statement, or guarantee. V;\1857\bus-dev\Town of Los Gofos\Town of LG PSA.docx CO 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 Stontec 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 lows of the jurisdiction in which the majority of the SERVICES are performed or elsewhere by mutual agreement. ATTORNEYS FEES: In the eveni 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. Stontec 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 proctices 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 ogreements 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 reterred 10 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, Managing Principal Print Name and Title Print Name and Title Signature Signature V:\ f 857\bvs-dev\Town of tos Gatos\Town of LG PSA,docx 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 CUENT'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 hove 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 Stontec harmless from any and all claims, damages. losses. and/or expenses, direct and indirect, or consequential damages, including but not limited to attorney's fees and charges and court and arbitration costs, arising out of, or claimed io arise out of. the performance of the SERVICES, excepting liability arising from the negligence or willful misconduct of Stantec. It is further agreed that the total amount of all claims the CLIENT may hove 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 Stantec'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 loss, injury or damage incurred by the CLIENT, including but not limited to claims for loss of use. loss of profits and loss of markets. INDEMNITY FOR MOLD CLAIMS: It is understood by the parties that existing or constructed buildings may contain mold substances that con 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 substances, Stantec shall notify the CLIENT and, without liability for consequential or any other damages, suspend performance 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 subconsultants 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 Stontec 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 hove 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 fhe 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 CLIENT 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 than those held by the Client under the contract. and will only be authorized pursuant to the conditions of Stantec '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 part of the defaulting party shall not constitute a breach of contract: labor strikes, V:\ 1857\bus-dev\Town of Los Goros\Town of LG PSA.docx CO 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 to 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 for 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 octions of third parties arising out of Stantec's performance 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 (30J calendar days in the oggregote, 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 10 accommodate the resulting demobilization and remobilization costs. In addition, there shall be an equitable odjustment 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 cis they are published at 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, train, 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 riot constitute a warranty, express or implied, that v:\ 1$57\bus-dev\Town of Los Gatos\Town of LG PSA.docx Sth ntec THIS AGREEMENT i "CLIENT" Name: Address: Phone: Representative: "Stantec" Name: Address: Phone: Representative: PROFESSIONAL SERVICES AGREEMENT s made and entered into effective January 1, 2015 (the "Agreement Date") by and between: TOWN OF LOS GATOS 41 Miles Avenue, Los Gatos. CA 95030 408-395-5310 Fax: Jim Harbin, Facility & Environmenail Program Manager STANTEC CONSULTING SERVICES INC. 15575 Lost Gatos Blvd., Bldg C, Los Gatos, CA 95030 408-827-3535 Fax: Jack Hardin, Managing Principal PROJECT NAME (the "PROJECT"): Environmental Assessment Services, 41 Miles Avenue, Los Gatos. CA DESCRIPTION OF WORK: Stantec shall render the services described in Attachment "A" (hereinafter called the "SERVICES") in accordance with this AGREEMENT. Stantec may, at its discretion and at any stage, engage svbconsvltants 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. All changed work shall be carried out under this AGREEMENT. The time 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 as 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, at its 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 moil, 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% total requirements in connection with the PROJECT, including the PROJECT budget and time constraints. The CLIENT shall make available to Stantec all relevant information or data pertinent to the PROJECT which is required by Stantec to perform the SERVICES. Stantec shall be entitled to 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 10 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 Stantec 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:\I857\bus-dev\Town of Los Gatos\Town of IG PSA.docx Attachment B Professional Services Agreement Corny 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.Ellinfo.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 Groundwater Gasoline (Leaded and Unleaded) TPH as Gasoline of __ Gasoline Rang_e Organics (GRO) BTEX, Fuel Oxygenates', Naphthalene, _�— EDB and EDC2 & Ethanol Organic Lead' EPA 8260B/C EPA 8260B/C DHS LUFT EPA 82608/C EPA 8260B/C DHS LUFT Diesel, Jet Fuel, Kerosene, and Fuel/Heating Oil (Excluding Bunker Fuel) TPH as specific to known fuel e.., TPH as Kerosene BTEX, Fuel Oxygenates', Naphthalene, EDB and EDC2, & Ethanol EPA 8015 EPA 8260B/C EPA 8015 - �- —" -_- EPA 8260B/C' Unknown Fuel Total Petroleum Hydrocarbons (TPH) TPH as Gasoline TPH as Diesel Volatile Organic Compounds full scan2,a) Organic Lead' EPA 8015 Fuel Screen 2,a EPA 8260B (full scan ) DHS LUFT EPA 8015 Fuel Screen EPA 8260B (full scab, a) — - DHS LUFT Waste Oil, Used Oil, Unknown Oil, or Bunker Fuel TPH as Gasoline TPH as Diesel HEM (Hexane Extractable Materials) Volatile Organic Compounds, including__ scanaa� Metals: Cd, Crr Pb Nit Zn________--- _ _ _ _P_CBs _ _ _ - Semi Volatile Organic Compounds_. (SVOCS), including Polycyclic Aromatic Hydrocarbonsb EPA 8015 Fuel Screen EPA 9071B - - - -� ,- EPA 8260B (full scan2'4) _ _ __ EPA 6010B EPA 8082A ..._. EPA 8270 EPA 8015 Fuel Screen EPA 1664 — -- - — _ scan2'4) EPA 8260B (full scan ) _- EPA 8082A EPA 8270 2. a S. 4. Fuel Oxygenates includes: Methyl Tertiary Butyl Ether (MTBE), Tart Butyl Alcohol (TBA), Tart Amyl Ether (TAME), Di-lsopropyl Ether (DIPE), 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 staring gasoline prior to 1992. Analyze all soil and groundwater samples for all constituents of the 82608 (full scan) phis all oxygenates and alcohols. 1IEM 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) mast include Naphthalene, Acenaphthenc, Acenaphthylene, Anthracene, Chryscne, Fluorine, Fluoranthene, Phenanthrene, Pyretic, Bcnzo(b)fluoran hens, Benzo(a)pyrenc, Benzo(k)fluoranthene, Benzo(a)anthracenc, lndeno(1,2,3-c,d)pyrene, Dibenz(a,h)anthracene, and Benzo(g,h,i)perylene. HMCD-LOP-039 1/t - Rev. 01/114/14 Attachment A Required laboratory Analyses for Underground Storage Tank System closure March 10, 2015 Page 4 of 4 Reference: Proposal flog. Environmental Assessment Services 41 Miles Avenue. Los Gatos, CA Task 3 -- Preliminary Draft Report and Work PS • n 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 Gary P. Messerotes, PG Senior Project Manager Attachments: Attachment A Attachment B - Attachment C Jack Hardin Managing Principal - Required Laboratory Analyses for Underground Storage Tank System Closure Professional Services Agreement - 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 strategize 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. 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. 08S 1 W21 C01 f 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. Town of Los Gatos "APPLICANT" by: Recommended by: Matt Morley Director of Parks and Public Wo s Approved as to Form: Robert Schultz, "f own(At{orney