HomeMy WebLinkAbout702-Sanford Gas-Agreement 6o N '/o L
AGREEMENT FOR SERVICES
This Agreement for Services ("Agreement") is made and entered into this 13th day of
April 1998 (hereafter the "Effective Date") among Florida Power Corporation, a Florida
corporation with its principal offices located at 3201 34th Street South, St. Petersburg, Florida,
33711, Florida Power & Light Company, with its principal offices located at 700 Universe
Boulevard, Juno Beach, Florida 33408, Atlanta Gas Light Company with its principal offices
located at 303 Peachtree Street, Atlanta, Georgia 30308, Florida Public Utilities Company with
its principal offices located at 401 South Dixie Highway, West Palm Beach, Florida 33402-3395,
and the City of Sanford, Florida (c/o Stenstrom, McIntosh, Julian, Colvert, Whigham &
Simmons, P.A., 200 West First Street, Snitc 22, Sanford, Florida 32771 (heroinafter collectively
referred to as "the Clients") and Hazardous Substance & Waste Management Research, Inc. (the
"Consultant"), a Florida corporation with its principal offices located at 2976 Wellington Cimle
West, Tallahassee, Florida 32308. Clients and Consultant will also be referred to individually as
the "Party" and collectively as the "Parties."
RECITALS:
WHEREAS, the Clients have constituted as the Sanford Gasification Site Group (the
"Group") and collectively desire to retain Consultant to provide the Group with consulting
services for (I) the review of all relevant technical documents, including samples and analyses
related to potential contamination resulting from the Sanford Manufactured Gas Plant site ("the
Site") and (2) the analysis of the information described in (1) above to facilitate human health
and/or ecological risks evaluation associated with the Site (collectively hereinaf~er referred to as
the "Services"); and
WHEREAS, Consultant desires to provide the Services to Clients;
NOW THEREFORE, in consideration of the retention of Consultant by Clients and in
consideration of the mutual promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Clients
and Consultant agree as follows:
1. TERM.
The term of this Agreement shall commence on the Effective Date and continue unless
and until terminated as provided for herein.
2. SCOPE OF SERVICES.
During the Term of this Agreement, Consultant shall perform the following as
determined to be necessary by the Clients:
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Agreement for Services
April 13, 1998
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a. Scope of Work. That work more fully described in Exhibit "A" attached hereto.
b. Additional Services. Additional services as requested by Clients from time to
time (hereinafter referred to as "Additional Services"). Before Additional
Services are undertaken, the Parties shall agree upon the scope of the Additional
Services and the compensation to be paid to Consultant for all such Additional
Services. Said agreement shall in writing executed by both Parties, which then
shall become an addendum to this Agreement and be fully incorporated herein.
3. COMPENSATION.
a. Fees.. Fees payable to Consultant for the professional services performed during
the work described in Exhibit "A" shall be equal to the number of hours actually
expended directly on the project by individuals times the hourly rate for the
individuals, plus reimbursable expenses as defined in Section 3 .b. The hourly
rates in effect with Consultant are shown in Exhibit "B" which is incorporated
herein. The rates include all direct and indirect costs except reimbursable
expenses as defined in Section 3 .b. Indirect costs include such items as overhead,
profit, and such statutory or customary fringe benefits as social security
contributions, sick leave, unemployment, excise and payroll taxes, workers'
compensation, health and retirement benefits, bonuses, annual leave, and holiday
pay. There is a five pement (5%) cap on the markup of overhead charges
reimbursable expenses.
b. Reimbursable Expenses. Reimbursable expenses shall mean. the actual expenses
of Consultant in the administration of this Agreement, including transportation
and subsistence of principals and employees, subcontractors' fees, expendable
supplies directly used on the project, computer charges, equipment and laboratory
use fees, and similar project-related items. Reimbursable expenses are listed in
Exhibit "B .". The hourly rate for labor costs and the rates for reimbursable
expenses as listed in Exhibit "B," shall remain fixed throughout the term of this
Agreement.
c. Maximum Costs. The Maximum Cost for fees and reimbursable expenses
described in Exhibit "A" is $80,000 dollars. If costs in excess of the Maximum
Cost are reasonably expected by Consultant to be necessary to accomplish the
services required by this Agreement, Consultant shall give Clients prompt notice
of such expectation. Any cost overrims shall be presented to Clients in written
change order fom~ with justification stated for the necessity of exceeding the
Maximum Cost. In no event shall the Maximum Cost be exceeded without the
Sanford Gasi~cation Plant Site
Agreement for Services
April 13, 1998
Page 3 of 19
authorization from Clients by written approval of the appropriate change
order. Any fees or reimbursable expenses Consultant incurs in excess of the
Maximum Cost and without written approval of the appropriate change
order by Clients shall be entirely at Consultant's obligation and expense and
the Clients shall not be liable for same.
d. Delays. Delays not caused by Consultant or Consultant's subcontractors but
which are the result of unforeseen occurrences including but not limited to
unfavorable weather conditions, strikes, floods, or fires which extend the effort
required may constitute a Change-of-Scope. Additional effort resulting from such
delays will be billed in accordance with Section 3.a. and 3.b., upon prior notice to,
and approval by, Clients in accordance with the procedures and requirements of
Section 3.c. Delays attributable to the work ofsubcontractors, including
analytical laboratories, will not constitute unforeseen circumstances.
e. Change of Scope. Service performed at Clients' request beyond those defined by
Exhibit "A" shall constitute a Change-of-Scope, will be documented by a written
change order, and will be billed as outlined above. Upon written approval of the
change order, such additional work shall be carried out in accordance with all of
the terms and conditions set forth on this Agreement.
f. Invoicing. Consultant shall submit monthly invoices documenting services
performed and requesting payment. The monthly invoices shall be itemized and
should include the total number of hours worked by each person, a narrative
description of the work performed, and the total cost of the labor. Additionally,
out-of-pocket and overhead costs that are reimbursable should be listed
separately. Finally, the invoices should compare the amount expended with the
total amount approved and show the difference. All invoices for services shall be
submitted to:
Frank & Gramling
P.O. Box 1991
Tampa, Florida 33601-1991
Attn.: George F. Gramling, III
Telephone: (813) 223-1060
Facsimile: (813) 223-1438.
Copies of each invoice shall be sent concurrently to each Client's designee
indicated on the signature page to this Agreement. Each Client shall have ten (10)
days from receipt of the invoice within which to object to any charges referred
Sanford Gasification Plant Site
Agreement for Services
April 13, 1998
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therein. Failure to object shall be deemed approval by that Client. Clients shall
pay, or caused to be paid, within forty-five (45) days of receipt of each invoice,
the charges of Consultant, except for any amount that may be disputed.
4. OWNERSHIP OF MATERIALS.
a. Material Developed. All intellectual property and material developed and/or
submitted to Clients by Consultant shall be exclusively owned by Clients. Title to
all notes, memoranda, plans, drawings, specifications, designs, sketches, models,
programs, software, reports, and other tangible doeaments produced by
Consultant pursuant to this Agreement shall be and remain the sole and exclusive
property of the Clients. All techniques, know-how, methodologies, applications,
experience and related intellectual property utilized in the production of the
foregoing described notes, memorandum, plans, et al., shall be and remain the
sole and exclusive intellectual property of the Consultant.
b. Submittals. Consultants shall submit all such documents to the Clients upon
completion thereof unless it is necessary for Consultant, in the Clients' sole
discretion, to retain possession for a longer period of time. Upon early
termination of Consultant's services hereunder, Consultant shall deliver to the
Clients all such documents whether complete or not.
c. ~. To the extent the Services produces or includes copyrightable
materials or designs, such deliverables are work made for hire for the Clients, as
the author, creator, inventor thereof upon creation, and Clients shall have all rights
therein pertaining, including, without limitation, the rights of reproduction. This
provision shall be construed as and constitute a complete assignment to Clients of
any and all rights Consultant may have (if any) in this regard. Consultant
acknowledges that Clients are the motivating force and factor, and, for purposes
of copyright or patent, have the right to such copyrightable or patentable
deliverables produced by Consultant under this Agreement. The provisions of
this paragraph 4.e. shall be subject to the reservation of property rights by
Consultant described in paragraph 4.a. above.
d. Clients Consent. Consultant shall not name or otherwise identify or refer to
Services performed under this Agreement for any purposes without first obtaining
the written consent of the Clients.
e. Survival. The terms and provisions of this Section shall survive the termination
of this Agreement.
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Agreement for Services
April 13, 1998
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5. CONSULTANTeS WARRANTIES AND REPRESENTATIONS.
a. Representations. Consultant makes the following warranties and representations
to Clients:
(I) Consultant shall perform the Services with that degree of skill and
judgment which is customarily exercised in Consultant's industry by
recognized professional consulting firms with respect to services of a
similar or like nature.
(2) Consultant shall perform the Services in compliance with applicable
federal, state, and local laws, ordinances, and regulations.
b. Warranty_. Consultant shall re-perform, redesign, and/or correct at its expense,
such of its Services as are deficient due to Consultant's material failure to perform
said Services in accordance with these warranties or with this Agreement. If, after
receipt of notification from Clients of a deficiency, Consultant fails to promptly
make the necessary redesign, corrections or revisions of any such deficiencies,
Clients may perform, or cause to be performed, the same at Consultant's expense
provided such deficiency was not due to the fault of any of Clients.
6. CONFIDENTIALITY AND CONFLICT OF INTEREST.
a. Confidential Information. Every document or thing produced by Consultant
pursuant to this Agreement shall be identified as "Confidential Information."
Consultant expressly agrees, recognizes, and acknowledges that during the course
of its performance of the Services, Consultant may be provided access to Clients'
confidential and proprietary information, including but not limited to, advice
provided by legal counsel to Clients' management with respect to the Services. It
is further agreed, recognized and acknowledged that all Confidential Information
produced by Consultant for use by Clients' legal counsel may be subject to the
attorney-client privilege and that Confidential Information prepared by Consultant
at the request of Clients' legal counsel in anticipation of or in the course of
litigation may be considered work product. Certain communications, both written
and oral, between Clients' legal counsel and Consultant may constitute attorney-
client privileged communications. Clients shall have sole discretion to decide
whether to disclose, utilize, or disseminate any such Confidential Information. In
the event any third party shall endeavor, whether by legal process or otherwise, to
secure from Consultant information deemed by any one or more of the Clients to
be Confidential Information, such one or more of the Clients shall have the right
Sanford Gasification Plant Site
Agreement for Services
April 13, 1998
Page 6 of 19
to defend and challenge such endeavors at the expense of such one or more of the
Clients. Consultant shall have no obligation to incur any expense in defending
endeavors by third parties, whether by legal process or otherwise, to secure from
the Consultant information deemed by one or more of the Clients to be
Confidential Information. Consultant shall maintain the private and confidential
aspects of all Confidential Information and shall not directly or indirectly,
disclose, divulge, reveal, report, publish or transfer any Confidential Information
to any person unless compelled to do so by a court of comPetent jurisdiction, nor
shall Consultant use any such Confidential Information for purposes other than
those set forth herein.
b. LimitedDisclosure. Consultant may provide limited diselosure of Confidential
Information only to Consultants' officers, employees and agents needed to
provide the Services, provided that any such officer, employee or agent shall have
agreed in writing to the terms of this Section 6 and Section 7. Consultant shall
not contact, negotiate or otherwise confer with the State of Florida Department of
Environmental Protection, the United States Environmental Protection Agency, or
local government agency personnel regarding strategies or technical positions of
Clients without first providing advance notice to Clients and receiving approval
from Clients for such activity. If the Consultant proposes to initiate any
communication regarding the technical position or strategies of the Clients with
any governmental agency, it shall provide to each Client written notice of such
proposed communication at least three (3) days in advance of initiating the
communication. The Clients, by unanimous Consent may modify any such
communication or decide not to make such communication.
c. Contact Person. The main contact between the Group and all government
agencies, and between the Consultant and the Group shall be:
Frank & Gramling
P.O. Box 1991
Tampa, Florida 33601-1991
Attn.: George F. Gramling, III
Telephone: (813) 223-1060
Facsimile: (813) 223-1438
If George F. Gramling, III is not available, then contact:
Florida Power Corporation
P.O. Box 14042
Sanford Gasification Plant Site
Agreement for Services
April 13, 1998
Page 7 of 19
St. Petersburg, Florida 33733
Attn: Gamett Craig
Telephone: (813) 866-4969
Facsimile: (813) 866-4926
Consultant shall immediately notify each Client in writing if Consultant receives
any communication or notice from any govemment agency conceming the Site or
Consultants' Services.
d. Conflicts of Interest. Consultant shall accept no employment for its services that
would conflict with its representations of Clients pursuant to the terms of this
Agreement without the prior written permission of Clients, which permission will
not be unreasonably withheld.
e. Duration. Confidentiality provisions herein shall remain in full force and effect
for a period ten (10) years after: (i) the date Consultant has completed
performance of the Services; or (ii) termination of this Agreement, whichever
shall occur first.
f. Public Records Act. The parties recognize that any materials produced pursuant
to this Agreement may be subject to the Florida Public Records Act, Chapter 119,
Florida Statutes, except as exempted by such statute.
g. Objection to ProductiOn. Following a request or subpoena from any third party
for any Confidential Information, document or thing generated pursuant to this
Agreement, the party receiving the request or subpoena shall immediately notify
the other parties in writing and provide each party with a copy of the request or
subpoena. If any party objects to the production of the Confidential Information,
document or thing, it shall immediately notify all other parties and/or file an
objection to the request or subpoena.
7. REMEDY FOR BREACH OF CONFIDENTIALITY PROVISIONS
a. Injunctive Relief. Consultant understands and agrees that Clients shall suffer
irreparable harm in the event that Consultant breaches any of the obligations
under paragraph 6 under this Agreement and that moneta~ damages shall be
inadequate to compensate Clients for such breach. Accordingly, in the event of a
breach or threatened breach by Consultant of any to the provisions of this
Agreement, Clients, in addition to and not in limitation of any other rights,
Sanford Gasification Plant Site
Agreement for Services
April 13, 1998
Page 8 of 19
remedies or damages available to Clients at law or in equity, shall be entitled to a
temporary restraining order, preliminary injunction and permanent injunction in
order to prevent any such breach by Consultant, or by any or all of Consultant' s
partners, co-venturers, employees, servants, agents, representatives, and any and
all persons directly or indirectly acting for or on behalf of Consultant.
b. Proceedings. In any action or proceeding by Clients to obtain the temporary
restraining order, preliminary injunction or permanent injunction to enfome
paragraph 6, Consultant hereby waives all defenses and the necessity of the
posting of any injunction bond by Clients. In the event that Clients' request for a
temporary restraining order and/or motion for preliminary injunction is granted in
whole or in part, but Clients are ultimately unsuccessful in obtaining a permanent
injunction to enforce this covenant not to compete, Consultant hereby waives any
and all rights it may have against Clients for any injuries or damages, including,
but not limited to, consequential damages, sustained by Consultant and arising
directly or indirectly from the issuance of the temporary restraining order and/or
preliminary injunction.
8. RETURN OF DOCUMENTS
At all times pertinent hereto, all Confidential Information shall remain the exclusive
property of Clients; therefore, Consultant shall return to Clients all Confidential Information
together with all copies thereof and any summaries, extracts, notes or other documents or records
in its possession or the possession of its agents, acquired by Consultant pursuant to this
Agreement not later that the effective date of termination of this Agreement or upon written the
request of Clients. Consultant may retain one copy of Confidential Information, summaries,
extracts, notes or other documents or records in its possession or the possession of its agents.
9. DEFAULT AND REMEDY
a. Acts of Default. A Party shall be in default under this Agreement upon the
occurrence of one or more of the following events:
(1) Failure of said Party to timely perform or fully satisfy any material
obligation or condition under this Agreement.
(2) Failure of said Party to remit payments as specified in this Agreement.
(3) If said Party (i) is dissolved (other than pursuant to a consolidation, merger
or amalgamation), (ii) becomes insolvent or is unable to pay its debts as
Sanford Gasi~cation Plant Site
Agreement for Services
April 13, 1998
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they become due or admits its inability generally to pay its debts as they
become due, (iii) makes a general assignment, arrangement or composition
with or for the benefit of its creditors; (iv) institutes or has instituted
against it a proceeding or petition for insolvency or bankruptcy or the
winding up or liquidation of its business or (v) seeks or becomes subject to
the appointment of a receiver, trustee or other similar official for it or for
all or substantially all of its assets.
b. Cure Period. In the event a Party defaults under this Agreement, the non-
defaulting Party shall allow the defaulting Party fifteen (15) days within which to
cure the default. If the defaulting Party does not cure the default within such time,
the non-defaulting Party shall notify the defaulting Party of its intent to terminate
the Agreement within ten (10) days.
c. Default Remedies. The rights provided to the non-defaulting Party under this
Section are not intended to constitute an election of remedies, and, except as
provided otherwise herein, the non-defaulting Party shall have such remedies as
are available to it in law or equity. However, in no event shall the non-defaulting
Party terminate this Agreement during any cure period in which the defaulting
Party is attempting to cure the default.
10. INDEMNIFICATION
Consultant shall defend, indenmify and hold harmless Clients, any parent corporation,
affiliate corporations, their officers, directors, employees, agents, successors and assigns from
and against any direct damages, liabilities, penalties, fines, forfeitures, demand, claims, causes of
action, suits, claims by Consultant' s employees, agents, officers or directors and necessary costs
and expenses of whatsoever kind or nature, which may hereafter arise as a result of: (1) injury to
or death of any person and for damage to property (real or personal) resulting, in whole or in
part, from any errors, omissions or any negligent, willful, wanton, reckless, fraudulent or
intentional act(s) of Consultant or any Consultant's employees, agent officers or directors of
Consultant; or (2) for any violation or alleged violation of applicable federal or state regulations
or orders, rules or regulations of any governmental entity or agency by, through, or as a result of
Consultant or any Consultant employee, agent, officer or director; or (3) material breach of any
warranties by Consultant; or (4) Consultant's failure to obtain any material licenses, contracts
and/or releases in accordance with the terms herein; or (5) Consultant's willful, wanton, reckless,
negligent, fraudulent or intentional act(s) or negligent activities in providing the Services or (6)
breach of this Agreement. In the event Clients shall seek to exercise their rights hereunder,
Clients shall provide Consultant notice of their intent to do so; however, failure of Clients to so
notify Consultant shall not be deemed to be a waiver of Consultant obligations to indemnify
Sanford Gasification Plant Site
Agreement for Services
April 13, 1998
Page 10 of 19
Clients hereunder. Clients shall have the right to participate in any defense provided hY
Consultant, including but not limited to, the selection of legal counsel.
11. INSURANCE
The Consultant shall carry Worker's Compensation Insurance in the maximum amounts
required by statute, Employer's Liability Insurance in an amount not less than $100,000.00. In
addition, Consultant will be required to carry both Commercial General and Automobile
Liability and Property Damage Insurance, and professional liability insurance, acceptable to
Clients, in amounts adequate for the job and commensurate with the liability involved, but in no
event less than $1,000,000.00 combined single limit per occurrence for bodily injury and
property damage under the General Liability coverage and $300,000.00 per person,
$1,000,000.00 per occurrence for automobile liability and $300,000.00 per occurrence for
automobile property damage. Prior to the commencement of any work governed by the
Agreement, evidence of the foregoing insurance being maintained will be supplied by
Consultant's insurers. Twenty (20) days written notification to be given the Clients prior to
cancellation or material modification of the described coverages. Consultant shall pay all
applicable federal, state and local taxes unless this Agreement shall otherwise provide. Clients
reserve the right to elect to accrue all Florida sales and use taxes due under this Agreement.
12. TERMINATION
a. The Clients may unanimously terminate this Agreement for any reason, effective
ten (10) days after delivery of notice to Consultant.
b. Consultant may terminate this Agreement for any reason effective thirty (30) days
after delivery of written notice to each Client.
c. Clients may unanimously terminate the Agreement upon the Consultant's failure
to cure any default in accordance with Section 9 effective thirty (30) days after
delivery of written notice to Consultant.
d. Consultant may terminate the Agreement upon the Clients' failure to cure any
default in accordance with Section 9 effective thirty (30) days after delivery of
written notice to each Client.
e. Upon the Clients' termination, the Consultant will be paid for approved services
that have been rendered.
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Agreement for Services
April 13, 1998
Page 11 of 19
13. BOOKS AND RECORDS
Consultant shall maintain books, records, documents and other evidences pertaining to
the fees and expenses incurred by Consultant under this Agreement (herein collectively called the
"Records') to the extent and in such detail as will properly reflect all costs and expenses of
whatever nature for which reimbursement is claimed under the provisions of this Agreement.
Upon request of Clients, Consultant shall make available at Consultant's office, during normal
business hours and at Clients' expenses, any and all said Records, along with any related
correspondence, receipts, vouchers and memoranda pertaining to this Agreement for inspection,
audit or reproduction by any authorized representative of Clients. Consultant shall preserve all
such Records for a period of three (3) years after final payment hereunder, during which period
Clients shall complete any audit that may be desired. Should discrepancies or questions arise,
the Records shall be preserved until agreement is reached.
14. SEVERABILITY
Consultant and Clients agree that, if any provision of this Agreement is deemed or
defined by any law, regulation, ordinance, or order any court or any governmental agency, or
regulatory body having jurisdiction over either Party, or held or declared by a court of competent
jurisdiction to be unlawful, invalid, void or otherwise unenforceable, the rights and obligations of
the Parties shall be reduced or abated only to the extent required to remove or cure such illegal or
unenfomeable portion, so long as the Agreement is not affected in a manner or to the extent
which would render it economically, technically, materially, or commercially infeasible to either
Party.
15. WAIVER
Any waiver by a Party of any provision or term of this Agreement shall not be deemed a
waiver of any other provision or term contained herein or therein, or of the same provision or
term at any other time. All remedies provided under this shall be taken and construed as
cumulative and in addition to every other remedy provided for herein or by law or equity.
16. INDEPENDENT CONTRACTOR
In the performance of this Agreement, Consultant is acting solely as an independent
contractor. Except as specifically set forth below, nothing in this Agreement or the conduct of
the Parties pursuant hereto shall be construed or implied to have created or to create between
them any relationship of principal and agent, or partners, or of joint venturers. Consultant shall
not hold itself out as a representative, agent, partner, joint venturer, licensee, employee or other
representative of Clients; provided, however, that in purchasing materials or services on Clients'
Sanford Gasification Plant Site
Agreement for Services
April 13, 1998
Page 12 of 19
behalf in connection with the Project, Consultant acts as Clients' agent and may state this
relationship in contracts and orders for materials and services. Since Consultant is an
independent contractor, it is understood that Clients have no obligations under any law regarding
employee liability and their total commitment and liability in regard to this arrangement is the
performance or obligations imposed on Clients pursuant to the specific terms and provisions of
this Agreement.
17. SURVIVAL
Notwithstanding the expiration or termination of this Agreement, for any reason
whatsoever, the respective rights and obligations set forth in Sections 6, 7, 8, 9, 10, and 13 above
shall continue in full force and effect.
18. GOVERNING LAW AND VENUE
a. Venue. For purposes of enforcement or interpretation of the provisions of this
Agreement, the parties agree that the laws of the State of Florida shall be
applicable, and further agree not to contest personal jurisdiction in the State or
Federal Court of Florida with respect to litigation brought for such purposes.
Venue shall be in Seminole County, Florida, if action is commenced in state
court, or if action is commenced in federal court, in the United States District
Court for the Middle District of Florida, Orlando Division.
b. Disputes. In connection with any legal proceeding brought to enforce the terms
and conditions of this Agreement, the prevailing party shall be entitled to recover
from the non-prevailing party all costs, expenses and reasonable attorneys' and
paralegals' fees incurred by said prevailing party in such proceedings, including
all costs, expenses, and reasonable attomeys' and paralegals' fees incurred on
appeal, in administrative proceedings, or in any arbitration.
19. HEADINGS
Headings in this Agreement are for reference only. In case of a conflict between a
heading and the content of a Sections, the content shall control the meaning.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between Clients and Consultant
relating to the subject matter hereof, superseding any previous agreements or understandings.
Sanford Gasification Plant Site
Agreement for Services
April 13, 1998
Page 13 of 19
21. AMENDMENT
No statements or agreements, oral or written, made prior to the date hereof, shall vary or
modify the written terms set forth herein, and neither Party shall claim any amendment,
modification or release from any provision hereof by reason of a course of action or mutual
agreement unless such agreement is in writing, signed by both Parties and specifically states it is
an amendment to this Agreement.
22. ASSIGNMENT
No party shall assign this Agreement, in whole or in part without the prior written
consent of the other Party, such consent not to be unreasonably withheld or delayed.
23. ACKNOWLEDGMENT
All Parties acknowledge that they have had the opportunity to have this Agreement
reviewed by legal counsel of their choice and that they understand the terms and conditions
herein including the attachments hereto.
24. NO THIRD PARTY BENEFICIARIES
There are no intended or unintended third party beneficiaries to this Agreement.
1N WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Sanford Gasi~cation Plant Site
Agreement for Services
April 13, 1998
Page 14 of 19
Hazardous Substance & Waste Management Research, Inc.
Address: 2976 Wellington Circle West
Tallahassee, FI 32308
/~/~L~'~; ~ Signed in the presence of: o~
Witness Signat~e
Its: PresSdent
Sharon ~. Haughton
Print Nine: Christopher M. Teaf Print N~e
Date: ~'~] 'q ~
Designated Representative for Receipt of Notice:
Name:
Address: 2976 Wellington Circle West
Tallahassee, Fi 32308
Telephone Number: (850) 681-6894
Facsimile Number: (850) 906-9777
Page 14 of 19
Sanford Gasi~cation Plant Site
Agreement for Services
April 13, 1998
Page 15 of 19
Florida Power Corporation
Address: 3201 34th Street South
St. Petersburg, Florida 33733
Signed in the presence of:
Its: Director, Environmental Services
Kathryn L. DeLong
Print Name: W. Jeffrey Pardue P~int Name
Date: 6/9/98
Designated Representative for Recent of Notice and Invoices:
Name: R. Alexander Glenn, Esquire
3201 34th St. South
Address:
St. Petersburg, Florida 33733
Telephone Number: (813) 866-5587
Facsimile Number: (813) 866-4931
Page 15 of 19
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Agreement for Services
April 13, 1998
Page 17 of 19
Florida Power and Light Company
Address: 700 UNIVERSE BOULEVARD
JUNO BEAClt, FLORIDA 33/*08
u'ruORIZ~D U~ Signed in the presence of:
Witness Signature
Its: A
ASBLIE O*Bl!~rl~l I,l~
Print Name: ROBERT B. BERgS'rR(!!, .JR. Print Name
Date: I~AY 29, I998
Designated Representative for Receipt of Notice and Invoices:
Nanle: KATHRYR S~LV~I)OR
FLORIDA ~ & LIt~a'f CO~4PANY
Address: YO0 UNIWm~SE BOULEVARD
JURO BEAC!t,: FLOn'rn~ 33/~08
Telephone Number: (561) 691-1054
Facsimile Number: (56I) 691-7070
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Agreement for Services
April 13, 1998
Page 18 of 19
A~anta Gas Light Company
Address: 303 Peachtree Street, NE
Atlanta, GA 30308
Signed in the presence of:
(:~ Jam, S. Thomas. Jr. ~ ~
Its:Ir~ President-Legal
Allyson Massey
Print Name: James S. Thomas, Jr. Print Name
Date: 6/29/98
Designated Representative for Receipt of Notice and Invoices:
Name: Edwa~-d i~. Kazmarek
Address: Kilpat:rick Sl!ockl:on LLP
1100 Peacht:ree St:., Suit:e 2800
-~itlant:a, GA 30309
Telephone Number: ( 404 ) 815 - 6500
Facsimile Number: . ( 404 ) 815 - 6555
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Agreement for Services
April 13, 1998
Page 19 of 19
Florida Public Utilities Company
Address: 401 South D~xie Hil~hx~ay
l,/est Palm Beach, FL 33401
~gned_in the pres
By: Wi e0' -,
Its: send. or v'Ice P~resi.deut:
~.e L. Erdek
Print Name: C.L. Steia Print Name
Date: l~av 27,, 1998
Designated Representative for Receipt of Notice and Invoices:
Name: t~f I I i am L. Pence, Esquire
Akernnn, Senterfi tt & Eidson, P. Ph
Address: 255 South 0ranqe Avenue
Citrus Center - 17th Floor
Orlando, FL 32801
Telephone Number: 407 / 843- 7860
Facsimile Number: 407/843-6610
EXHIBIT A
SCOPE OF WORK
Narrative:
Risk assessment (RA) activities will be performed for the Sanford Manufactured Gas
Plant site (the "Site"), consistent with National Contingency Plan requirements and
U.S. EPA guidelines for RA activities at CERCLA sites. The RA for the Sanford
facility will provide both a screening evaluation as part of a required Baseline Risk
Assessment, as well as the calculation of appropriate health-based remedial criteria
that can be used to guide decision-making for those site areas which are judged to
require action, as well as for use in the Feasibility Study.
Tasks and Products:
RA activities in which HSWMR, Inc. will have a primary or supporting
responsibility, as presented in Section 4 of the RI/FS Work Plan document, include:
COST
Task l Review and organize site analytical data for
presentation, select appropriate indicators, develop
toxicity assessments for selected analytes; $13,880
Task 2 Meet by phone or in person with U.S. EPA risk
assessors regarding specific planned approaches,
development of required Interim Deliverables,
preparation of Final Baseline Risk Assessment
document and preparation of health-based remedial
objectives for use in Feasibility Study; $8,040
Task 3 Prepare site-specific scenarios for performance of
Baseline Risk Assessment, conduct Risk
Characterization for noncarcinogens and potential
carcinogens, prepare uncertainty analysis; $13,670
Task 4 Coordinate and assist in performance of ecological
screening analysis; $7,940
Task5 Develop appropriate human health-based target
concentrations for selected media, to be used in
decisions concerning need for or extent of
remediation, or for confirmatory sampling and
analysis activities; $16,820
Task 6 Prepare Baseline Risk Assessment document for
Sanford site, according to principles and procedures
defined in U.S. EPA guidance, including preparation
and submittal of required Interim Deliverables; and, $19,100
Task 7 Prepare for and attend meetings with members of
the Sanford Gasification Site Group (the "Group"),
including site visits, and respond to requests for
information from members of the group or from
GEl-Atlantic. a
TOTAL $79,450
a Time and materials basis.
NOTE: This cost estimate does not include the cost of the Ecological Risk
Assessment, should it be necessary for the site.
Schedule:
The Baseline Risk Assessment will be conducted according to the final schedule as
agreed by U.S. EPA Region IV and the Group, once that has been established.
EXHIBIT B
1998 SUMMARY OF FEES AND CHARGES BY HSWMR
(Effective th. rough December 31, 1998)
I. Personnel
Charges for services performed by HSWMR personnel will be in accordance with the
following schedule:
( "~:~.:!:,' ,:,%:':: i ! ;,:::r:.: X,:;..
Principal 175.00
Senior Toxicologist/Physician 150.00
Associate/Consultant 110.00
Toxicologist/Project Manager 100.00
Senior Project Scientist 95.00
Project Scientist 85.00
Senior Staff Scientist 70.00
Staff Scientist 65.00
Assistant Staff Scientist 50.00
Technical Editor/Senior Admin. 45.00
Technical Typist/Senior Clerical 35.00
Clerical Assistant 30.00
Expedited Fee 150% normal rate
Expert Witness Fee 225.00
The above charges for time expended on Client's project shall also include travel time to
and from the offices of HSWMR to Client's worksite.
II. Subcontractors
The cost of services subcontracted by HSWMR to others, such as analytical laboratories,
outside consultants, outside computer services, historical and regulatory reviews, title
search reviews, and equipment rentals will be charged to the Client at cost plus 10%.
III. Other Direct Costs
Other costs incurred by HSWMR, which are directly identifiable to the project, including
but not limited to: vehicle rental, airline fares, special suppEes and/or equipment, fees
and insurance, shipping charges, tolls, parking, special drafting, printing, photo
development and supplies, blueprints, etc. will be charged to the Client at cost plus 10%.
Communications costs, including telephone, overnight delivery, and postage, will be
charged to the Client at cost. Facsimile transmissions will be charged to the Client at
$1.00 per page. Photocopies will be charged to the Client at 10 Cents per copy. Vehicle
mileage associated with the project for employee and company-owned vehicles will be
charged to the Client at 31 cents per mile.
IV. Payment Terms
All invoices are due upon receipt. All payments not received within 30 days shall accrue
service charges of 1-1/2% per month (not to exceed 18% per annum), until paid in full.
AMENDMENT TO AGREEMENT FOR SERVICES
This Amendment to Agreement for Services ("Amendment") is made and entered into
this 24th day of Jtme, 1998 (hereafter the "Effective Date") among Florida Power Corporation, a
Florida corporation with its principal offices located at 3201 34th Street South, St. Petersburg,
Florida, 33711, Florida Power & Light Company, with its principal offices located at 700
Universe Boulevard, Juno Beach, Florida 33408, Atlanta Gas Light Company with its principal
offices located at 303 Peachtree Street, Atlanta, Georgia 30308, Florida Public Utilities Company
with its principal offices located at 401 South Dixie Highway, West Palm Beach, Florida 33402-
3395, and the City of Sanford, Florida (c/o Stenstrom, McIntosh, Julian, Colvert, Whigham &
Simmons, P.A., 200 West First Street, Suite 22, Sanford, Florida 32771 (hereinafter collectively
referred to as "the Clients") and Hazardous Substance & Waste Management Research, Inc. (the
"Consultant"), a Florida corporation with its principal offices located at 2976 Wellington Circle
West, Tallahassee, Florida 32308. Clients and Consultant will also be referred to individually as
the "Party" and collectively as the "Parties."
RECITALS:
WHEREAS, Clients and Consultant have entered into an Agreement for Services dated
April 13, 1998 ("the Agreement"); and
WHEREAS, the parties desire to amend the Agreement;
NOW THEREFORE, in consideration of the mutual promises contained in this
Amendment, the sufficiency of which are hereby acknowledged and incorporated herein by
reference, the Agreement is amended as follows:
1. Paragraph 3.f. ("Invoicing") of the Agreement shall be replaced by the following:
f. Invoicing. Consultant shall submit five (5) duplicate copies of monthly
invoices documenting services performed and requesting payment. The
monthly invoices shall be itemized and should include the total number of
hours worked by each person, a narrative description of the work
performed, and the total cost of the labor. Additionally, out-of-pocket and
overhead costs that are reimbursable should be listed separately. Finally,
the invoices should compare the amount expended with the total amount
approved and show the difference. Consultant shall submit all five (5)
duplicate invoices for services to:
Frank & Gramling
P.O. Box 1991
Tampa, Florida 33601-1991
Attn.: George F. Gramling, III
Telephone: (813) 223-1060
Facsimile: (813) 223-1438.
Sanford Gasification Plant Site
Amendment to Agreement for Services
April 13, 1998
Page 2 of 8
Upon receipt of the invoices from Consultant, Frank & Gramling
shall transmit the Consuhant's invoices to each Client's designee
indicated on the signature page to this Agreement. Each Client
shall have ten (10) days from receipt of the invoice within which to
object to any charges referred therein. Failure to object shall be
deemed approval by that Client. Clients shall pay, or caused to be
paid, within forty-five (45) days of receipt of each invoice, the
charges of Consultant, except for any amount that may be disputed.
1N WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective
Date.
Sanford Gasification Plant Site
Amendment to Agreement for Services
April 13, 1998
Page 3 of 8
Hazardous Substance & Waste Management Research, Inc.
Address: 2976 Wellington Circle West
Tallahassee, Florida 32308
~~ ~ ~""~/ Signed in the presence of: Wimess Signa~e
Its: President
Sharon ~. Haughton
Print N~e: Christopher ~. Teal Print Nine
Date: ~ ~ ~ ~
Designated Representative for Receipt of Notice:
Name: Christopher M. Teaf
Address: 2976 Wellington Circle West
Tallahassee, Florida 32308
Telephone Number: (850) 681-6894
Facsimile Number: (850) 906-9777
Sanford Gasification Plant Site
Amendment to Agreement for Services
April 13, 1998
Page 4 of 8
Florida Power Corporation
Address: 3201 341h Street South
P.O. Box 14042
St. Petersburg, Florida 33733
Signed in the presence of:
Its: Director, Environmental Services Dept. /~/~
Print Name: JeffPardue Prim Name/~
Date:
Designated Representative for Receipt of Notice and Invoices:
Name: R. Alexander Glenn, Esquire
Corporate Counsel
Address: Florida Power Corporation
3201 341h St. South
P.O. Box 14042
St. Petersburg, Florida 33733
Telephone Number: (813) 866-5587
Facsimile Number: (813) 866-4931
Sanford Gasification Plant Site
Amendment to Agreement for Services
April 13, 1998
Page 6 of 8
Florida Power and Light Company
Address: 700 Universe Boulevard
~i~' ~lorida 33408
[_ ~Signed in the presence o_f:
Its: ~ , M
Print Name
Designated Representative for Receipt of Notice and Invoices:
Name: Kathryn S. Salvador
Address: Florida Power and Light Company
700 Universe Boulevard
Juno Beach, Florida 33408
Telephone Number: (561) 691-7054
Facsimile Number: (561) 691-7070
Sanford Gasification Plant Site
Amendment to Agreement for Services
April 13, 1998
Page 7 of 8
Atlanta Gas Light Company
Address: 303 Peachtree Street, N.E.
Third Floor
Atlanta, Georgia 30308
Signed in the presence of:
James S. Thomas, Jr. Wi
Print Name: Print ~tm~e ~X~
Date: 7 - (~ -c/%
Designated Representative for Receipt of Notice and Invoices:
Name: Edward A. Kazmarek, Esquire
Address: Kilpatrick, Stockton, LLP
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone Number: (404) 815-6500
Facsimile Number: (404) 815-6555
Sanford Gasi~cation Plant Site
Amendment to Agreement for Services
April 13, 1998
Page 8 of 8
Florida Public Utilities Company
Address: 401 South Dixie Highway
P.O. Box 3395
West Palm Beach, Florida 33402-3395
itness e '
Its: Senior Vice President
Bonnie L. Erdek
Print Name: C.L. Stein Print Name
Date: July 08, 1998
Designated Representative for Receipt of Notice and Invoices:
Name: William L. Pence, Esquire
Address: Akerman, Senterfitt & Eidson, P.A.
255 South Orange Avenue
17th Floor
Orlando, Florida 32801
Telephone Number: (407) 843-7860
Facsimile Number: (407) 843-6610