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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: Page 1 of 19 Sanford Gasi~cation Plant Site Agreement for Services April 13, 1998 Page 2 of 19 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 Page 4 of 19 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. Sanford Gasification Plant Site Agreement for Services April 13, 1998 Page 5 of 19 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 Page 9 of 19 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. Sanford Gasification Plant Site 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 Sanford Gasi~cation Plant Site 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 Sanford Gasification Plant Site 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 Sanford Gasification Plant Site 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