HomeMy WebLinkAboutAGR-7654 - GROUP DELTA CONSULTANTS INC - PHASE I ENVIRONMENTAL SITE ASSESSMENT CONSULTANT SERVICES - MARCH 7, 2024DocuSign Envelope ID:991C1748-ED5E-416C-BC64-2FBF08B84AAB
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AGR-7654I
PROFESSIONAL SERVICES AGREEMENT
Phase I Environmental Site Assessment Consultant Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 7th day of March 2024 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and GROUP DELTA
CONSULTANTS, INC., a California corporation("Consultant"),who agree as follows:
1.Services. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement,Consultant represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Consultant's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Consultant shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity provided such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
Randy Nguyen, Principal Civil Engineer ("City's Project Manager"), shall be the person
to whom Consultant will report for the performance of services hereunder. It is understood that
Consultant's performance hereunder shall be under the supervision of City's Project Manager(or
designee), that Consultant shall coordinate its services hereunder with City's Project Manager to
the extent required by City's Project Manager, and that all performances required hereunder by
Consultant shall be performed to the satisfaction of City's Project Manager and the City Manager.
2. Compensation and Fees.
a. Consultant's total compensation for all services performed under this
Agreement, shall not exceed SIX THOUSAND DOLLARS and 00/100 ($6,000.00) without the
prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
c.In addition to the scheduled services to be performed by the Consultant,the
parties recognize that additional, unforeseen work and services may be required by City's Project
Manager. In anticipation of such contingencies, the sum of ONE THOUSAND DOLLARS and
00/100 ($1,000.00) has been added to the total compensation of this Agreement. City's Project
Manager may approve the additional work and the actual costs incurred by the Consultant in
DocuSign Envelope ID:991C1748-ED5E-416C-BC64-2FBFO8B84AAB
performance of additional work or services in accordance with such amount as City's Project
Manager and the Consultant may agree upon in advance. Said additional work or services and the
amount of compensation therefor, up to the amount of the authorized contingency, shall be
memorialized in the form of an Amendment to Agreement approved by the City Manager on a
form acceptable to the City Attorney. The Consultant agrees to perform only that work or those
services that are specifically requested by the City's Project Manager. Any and all additional work
and services performed under this Agreement shall be completed in such sequence as to assure
their completion as expeditiously as is consistent with professional skill and care in accordance
with a cost estimate or proposal submitted to and approved by City's Project Manager prior to the
commencement of such services.
d. The total amount of compensation under this Agreement, including
contingencies, shall not exceed SEVEN THOUSAND DOLLARS and 00/100 ($7,000.00).
3. Payment.
a. As scheduled services are completed, Consultant shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed,the number of hours spent and any extra work performed.
c.City will pay Consultant the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work,extension of time,and/or adjustment of the compensation to be paid by City to Consultant
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Consultant represents that it and any subconsultants it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Consultant and its subconsultants shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Consultant. At all times during the term of this Agreement,
Consultant shall be an independent Consultant and not an employee of City. City shall have the
right to control Consultant only insofar as the result of Consultant's services rendered pursuant to
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this Agreement. City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Consultant shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Consultant shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subconsultants, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Consultant acknowledges that it and any subconsultants, agents or employees employed by
Consultant shall not, under any circumstances, be considered employees of City, and that they
shall not be entitled to any of the benefits or rights afforded employees of City, including,but not
limited to, sick leave,vacation leave,holiday pay, Public Employees Retirement System benefits,
or health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Consultant Not Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit"A,"shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Consultant
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Consultant
shall commence the work provided for in this Agreement within five (5) days of the date herein
above stated and to diligently prosecute completion of the work in accordance with the time period
set forth in Exhibit "A" hereto or otherwise agreed to by and between the representatives of the
parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Consultant
shall do all things necessary and incidental to the prosecution of Consultant's work.
12. Reserved.
13. Delays and Extensions of Time. Consultant's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay,Consultant must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Consultant's control. If Consultant believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
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additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Consultant. The documents, studies, evaluations, assessments,
reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products
produced or provided by Consultant for this Agreement shall become the property of City upon
receipt. Consultant shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity. During the performance of this Agreement,
Consultant agrees as follows:
a. Consultant shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Consultant shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading,demotion
or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training, including apprenticeship. Consultant agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Consultant shall, in all solicitations and advertisements for employees
placed by, or on behalf of Consultant, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
c.Consultant shall cause the foregoing paragraphs(a)and(b)to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Consultant agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Consultant knows or has reason to know that Consultant, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Consultant agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the"Indemnitees") entirely harmless from all liability arising
out of:
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1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Consultant's employees or Consultant's subconsultant's
employees arising out of Consultant's work under this Agreement, including any and all claims
under any law pertaining to Consultant or its employees' status as an independent Consultant and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Consultant, or person, firm or corporation employed by Consultant, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Consultant, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Consultant agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
c.Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Consultant and its successors.
18. Insurance.
a.Consultant shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Consultant understands that it
is an independent consultant and not entitled to any workers' compensation benefits under any
City program.
b. Consultant shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Consultant. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
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C.Consultant shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Consultant. Said insurance shall cover bodily injury, death and property damage for
all owned,non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Consultant under this Agreement.
e.Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Consultant under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement,City will accept a copy of the policy(ies)which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth below
shall be maintained for the duration of the Agreement.
f.Consultant shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000)per claim. Consultant agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
g. The insurance policies maintained by Consultant shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Consultant will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Consultant performs any work or prepares or delivers any materials,
Consultant shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i.Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Consultant shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
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j Consultant shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Consultant for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Consultant.
k. Consultant agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Consultant shall look solely to its insurance for recovery.
Consultant hereby grants to City,on behalf of any insurer providing insurance to either Consultant
or City with respect to the services of Consultant herein,a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.Consultant shall include all subconsultants, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subconsultant to City for
review and approval. All coverages for subconsultants shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Consultant not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Consultant shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Consultant for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Consultant and its subconsultants shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records")pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Consultant's records regarding the services provided under this Agreement. Consultant
shall maintain all such records for a period of at least three(3)years after termination or completion
of this Agreement. Consultant agrees to make available all such records for inspection or audit at
its offices during normal business hours and upon three (3) days' notice from City, and copies
thereof shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Consultant shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a"public works,"as
that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must
be paid, to the extent Consultant's employees will perform any work that falls within any of the
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classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Consultant hereby agrees that it, and any subconsultant under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this
Agreement,Consultant must meet all State registration requirements and criteria,including project
compliance monitoring.
c.Consultant represents and warrants that Consultant:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Consultant's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Consultant shall require all subconsultants or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e.Consultant shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide,to the reasonable satisfaction of City,verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Consultant. Once such request has been made, Consultant may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f.Consultant shall require all subconsultants or sub-consultants to make the
same verification as set forth in Subsection 21.e.
g.If Consultant or subconsultant knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
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follow federal laws to determine the status of such employee,that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Consultant agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for,of and from any loss, including but not limited to fines,penalties and
corrective measures City may sustain by reason of Consultant's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Consultant agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement,oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONSULTANT" CITY"
Group Delta Consultants, Inc. City of Orange
1035 S. Milliken Avenue, Suite G 300 E. Chapman Avenue
Ontario, CA 91761 Orange, CA 92866-1591
Attn.: Jack Packwood, CIH Attn.: Randy Nguyen, P.E.
Telephone: (909)295-5550 Telephone: (714) 744-5531
E-Mail: jackp@groupdelta.com E-Mail: rnguyen@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONSULTANT" CITY"
GROUP DELTA CONSULTANTS, INC., CITY OF ORANGE, a municipal corporation
a California corporation
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Printed Name: Shah Ghanbari, PE Thomas C. Kisela, City Manager
Title: President
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Printed Name: Shera Linares DocuSigned by:
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Pamela Coleman, City Clerk
APPROVED AS TO FORM
DocuSigned by:
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Nathalie Adourian
Senior Assistant City Attorney
NOTE:City requires the following signature(s) on behalf of the Consultant:
1)the Chairman of the Board,the President or a Vice-President,AND (2)the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
DocuSign Envelope ID:991C1748-ED5E-416C-BC64-2FBFO8B84AAB
GROUP DELTA
City of Orange February 2, 2024
Public Works Department - Engineering Proposal No. EN24-023
300 E. Chapman Avenue
Orange, California 92866
Attention: Randy Nguyen, PE
Subject: Proposal for Phase I ESA
Santiago Canyon Road and Cannon Street
Orange, California
Dear Mr. Nguyen,
Group Delta Consultants, Inc. (Group Delta) is pleased to provide this proposal to conduct a Phase
I Environmental Site Assessment (ESA) for the subject property. Provided below is a description
of the project, scope of work, schedule, and fees for this work.
PROJECT DESCRIPTION
The site is located near the northwest corner of the intersection of Santiago Canyon Road and
Cannon Street. The site appears to include Blue Ribbon Nursery and Landscape Supplies as well
as a large undeveloped area.
Due to the undeveloped nature of the site, we have budgeted for two people to attend the site
reconnaissance for safety purposes.
PHASE I ESA SCOPE OF WORK
Group Delta will perform a Phase I ESA for the designated project Site in accordance with the
ASTM 1527-21. This version of the ASTM standard complies with the Federal All Appropriate
Inquiry (AAI) rule (40 CFR Part 312 — Standards and Practices for All Appropriate Inquiries). The
Phase I ESA will be managed by an Environmental Professional in general accordance with the
AAI rule and the ASTM 1527-21 requirements. The ESA report will provide a discussion of any
identified recognized environmental conditions (RECs) and areas of concern.
Group Delta's proposed scope of services includes an ESA report including records review of
available environmental databases, environmental lien and title review, public and private
records of current and historical land use, relevant files from federal, state, local agencies and
environmental sources, regulatory correspondence, and environmental reports. Group Delta will
also perform a site reconnaissance to observe the property and its current use. At the permission
of the property owner, photographs will be taken to document conditions observed. Group Delta
1035 S. Milliken Avenue,Suite G, Ontario,CA, 91761 TEL:(909) 295-5550
Anaheim—Irvine—Ontario—San Diego—Torrance
www.GroupDelta.com
DocuSign Envelope ID:991C1748-ED5E-416C-13G64-2FBF08B84AAB
Proposal for Phase I ESA February 2,2024
Santiago Canyon Road and Cannon Street Page 2
Orange,California
will interview the ESA user and available key site personnel who may have historical
environmental information for the Site. Interviews may be conducted with prior owners and/or
occupants in order to obtain information indicating RECs in connection with the property.
SCHEDULE
We are prepared to start work immediately following the receipt of your written authorization.
We estimate that our draft Phase I ESA will be submitted approximately three to four weeks after
the notice to proceed. Following an initial review of the draft report by the Client, Group Delta
will address any comments the Client has in a revised report.
FEES
The lump sum fee for the Phase I ESA is:6,000
We will not exceed these fees unless we encounter significant unexpected problems or change
of scope. In that event,we will discuss the situation with you before incurring any additional cost.
The above fee estimate covers services provided through the completion of the report and all
necessary revisions. Supplemental post-report services will be provided, as needed, on a time-
and-materials basis in accordance with our approved Schedule of Fees.
STAFFING
The following key staff will be assigned to this project. Each of the key staff members has
extensive technical experience on similar projects.
Personnel Role
Glenn Burks, PhD, PE Principal-In-Charge
Megan Li Project Manager
SUPPORT NEEDED FROM CLIENT
The schedule and budget estimate presented above is based on the understanding that you will
provide the following support prior to start of field work:
Site access
Contact information for owner(s) or representative(s)
Title reports
Existing environmental reports
Activity Use Restrictions or Environmental Liens (if applicable)
GROUP DELTA
Docuslgn Envelope ID:991C1748-ED5E-416C-BG64-2FBF08B84AAB
Proposal for Phase I ESA February 2, 2024
Santiago Canyon Road and Cannon Street Page 3
Orange,California
ASSUMPTIONS
It is assumed that the site is safe to traverse and free from squatters and vagrancy. Group Delta
does not inspect areas occupied by squatters or vagrancy. This would result in a potential data
gap.
CONCLUDING REMARKS
We look forward to being your consultant on this project. Please feel free to call us if you have
any questions on the contents of this proposal.
If you accept the terms of this proposal and you wish us to perform the proposed services, please
document your authorization to proceed by returning a countersigned copy of this letter or
issuing some other type of written authorization.
Sincerely,
GROUP DELTA CONSULTANTS, INC.
Altif#1
Jack Packwood, CIH
Associate
GROUP DELTA
DocuSign Envelope ID:991 C1748-ED5E-416C-BC64-2FBF08B84AAB
Proposal for Phase I ESA February 2, 2024
Santiago Canyon Road and Cannon Street Page 4
Orange,California
The undersigned, being duly authorized, hereby accepts and specifically agrees to be bound by the
above document and exhibits attached hereto, and authorizes Group Delta Consultants, Inc. to
undertake the items of work described in the above document.
ACCEPTANCE OF PROPOSAL AND AUTHORIZATION TO PROCEED
Client*:
Print Name:
Signature:
Title: Date:
Address:
Telephone No: ( )FAX No: ( )
Invoice to be sent to the Client*,who will be responsible for the payment of services. Client's special
invoicing instructions/PO Number:
GROUP DELTA
DocuSign Envelope ID:991C1748-ED5E-416C-BC64-2FBF08B84AAB
References for Group Delta
Organization/City, Contact Name, Phone Number, Email
Project:Ontario Great Park,
Ontario,California
1.Jamie Richardson,
Senior Landscape Planner
City of Ontario
909)395-2615
richardson@ontarioca.gov
Project:City of Ontario,
Mill Creek Wetlands Water Quality Monitoring,Chino,California
2. Nathan S Pino, Engineering Assistant,City of Ontario
909)395-2389
npino@ontarioca.gov
3.Omar Dandashi,Senior Vice President Blue Mountain Development
310)993-9555
odandashi@blue-mtdevelopment.com
San Bernardino County Department of Risk Management
4.Leah McNamara,
Risk Control Specialist Department of Risk Management
San Bernardino County
909)386-8628
Leah.McNamara@rm.sbcounty.gov
Project:Irvine Nuisance Odor and Water Quality Monitoring Project
5. Mark Steuer,
Director of Public Works
City of Irvine
949)724-7509
msteuer@cityofirvine.org
DocuSign Envelope IL):991C1748-ED5E-416C-BC64-2FBFO8B84AAB
GROUP DELTA
GROUP DELTA CONSULTANTS, INC.
FEE SCHEDULE
PHASE I ESA
HOURLY CHARGES FOR PERSONNEL
Engineer/Geologist/Scientist)
PRINCIPAL 220
ASSOCIATE 190
SENIOR 165
PROJECT 145
SENIOR STAFF 135
STAFF 125
DESIGNER/ ILLUSTRATOR/ AUTOCAD 110
TECHNICAL/ PROJECT SUPPORT/ADMIN 90
TESTING & INSPECTION SERVICES
SENIOR ENVIRONMENTAL TECHNICIAN 145
ENVIRONMENTAL TECHNICIAN 110
CHARGES FOR EQUIPMENT
VEHICLE MILEAGE: IRS Rate
DocuSign Envelope ID:991C1748-ED5E-416C-BC64-2FBF08B84AAB
TERMS&CONDITIONS
RECOGNITION OF RISK
Client recognizes that the interpretations and recommendations of Group Delta Consultants, Inc. (GDC)are based solely on the
information available to GDC. Client further recognizes that surface and subsurface conditions can vary from those encountered
at the times and locations where data are obtained by GDC, and that the limitation on available data results in some level of
uncertainty with respect to the interpretation of these conditions despite the use of due professional care.
GDC will not be responsible for and Client shall hold GDC harmless for the effect on any opinion rendered hereunder of unknown
circumstances or conditions such as acts of others on adjacent properties and variables of nature including but not limited to
earthquakes,masking of rocks by heavy ground cover or the works of man,acts of God,or other variables beyond the control of
GDC.
GDC shall write reports to meet the administrative requirements of local governmental agencies; however,as the decisions of
such agencies are discretionary,GDC does not guarantee the approval of its reports or of Client's project by any governmental
agency.
PROFESSIONAL RESPONSIBILITY
GDC represents that the Services,as described in GDC's Proposal,shall be performed,within the limits prescribed by Client, in a
manner consistent with that level of care and skill ordinarily exercised by other professional consultants under similar
circumstances. No other representations to Client,express or implied,and no warranty or guarantee is included or intended in
this Agreement(as defined below),or in any report,opinion,document or otherwise.
AGREEMENT
This"Agreement"consists of GDC's Proposal,Fee Schedule,these Terms&Conditions,and all documents referenced therein as
specifically being incorporated into the Agreement,if any.
PROFESSIONAL SERVICES INDEMNITY
GDC agrees to indemnify and hold Client harmless(but not defend)from any damages,liability,or costs arising out of or resulting
from performance of the Services solely to the extent any such damages,liability,or costs are determined to be caused by GDC's
established and adjudicated negligence and only in direct proportion thereto. In no event shall the cost to hold harmless or
indemnify charged to GDC exceed GDC's established and adjudicated proportionate percentage of fault. GDC is not obligated to
indemnify Client in any manner whatsoever for Client's negligence, whether active or passive, or for Client's reckless or willful
misconduct.GDC shall defend itself from any actual or alleged claims arising from GDC's services under this Agreement. If any
part of this provision shall be declared by any court of competent jurisdiction to be illegal,void,or unenforceable,the remainder
of the provision shall remain in effect to the fullest and maximum extent allowable by law.
Client agrees to indemnify, hold harmless, and defend GDC from and against any and all loss, including reasonable attorneys'
fees, injury, damage to property or person, liability, costs,and/or claims caused by the action or inaction of Client, its agents,
employees,officers,directors,shareholders,or anyone for whom Client is legally responsible. In no event shall Client defend or
indemnify GDC for GDC's sole negligence or reckless or willful misconduct. GDC shall defend itself from any actual or alleged
claims arising from GDC's services under this Agreement.
LIMITATION OF LIABILITY
Client and GDC have discussed the risks and rewards associated with the Project, as well as GDC's fee for its Services on the
Project. Client and GDC agree to allocate risks so that, to the fullest extent permitted by law and notwithstanding any other
provision of this Agreement, the total liability, in the aggregate,of GDC and its officers, directors, members, partners, agents,
employees, and consultants to Client and anyone claiming by,through, or under Client for any and all claims, losses, costs, or
damages whatsoever arising out of,resulting from,or in any way related to the Project,the Services,or the Agreement from any
cause or causes, including but not limited to professional negligence, professional errors or omissions,strict liability, breach of
contract,indemnity obligations,or warranty(express or implied)shall be limited to an amount not to exceed$50,000 or the fee
of GDC, whichever sum is greater; provided, however, that for projects on which GDC's fee is higher than the limits of its
professional liability insurance policy,GDC's liability is limited to its available insurance coverage.
For any damage arising out of the Project, the Services, or the Agreement caused by negligence other than professional
negligence,GDC's liability, including that of its employees,agents,and subcontractors,in the aggregate under this Agreement,
shall not exceed the available limits of GDC's comprehensive general and automobile liability,as applicable, insurance coverage.
DocuSign Envelope ID:991G1748-ED5E-416C:-BC:64-2FBF08B84AAB
In no event shall either GDC or Client be liable for punitive damages or consequential,incidental,or indirect damages,including,
without limitation, loss of use, loss of profits,delays,diminution of value,fines,penalties,or the additional costs of completing
the development of the property, which directly or indirectly arise out of the Project, the Services, and/or this Agreement,
regardless of whether such claim is based upon alleged breach of contract, willful misconduct, or negligent act or omission,
whether professional or non-professional, of GDC or Client or their agents, employees, subcontractors, officers, directors, or
shareholders,except to the extent that such damages are actually paid through insurance procured by the parties that applies to
this Agreement.
METHOD OF CHARGING AND PAYMENT CONDITIONS
GDC will submit the invoices to Client as stated in the Proposal or periodically and a final invoice will be submitted upon
completion of the Services. GDC may require retainer on selected projects. Payment is due upon presentation of invoice and is
past due thirty(30)days from the invoice date. Client agrees to pay a finance charge of one and one-half percent(1-1/2%) per
month,or the maximum rate allowed by law,on past due accounts. Payments shall first be applied to accrued interest and then
to the principal unpaid amount. Client specifically agrees further to pay all expenses and costs, including, but not limited to,
GDC's staff time in accordance with GDC's current Fee Schedule, attorneys' fees, and court and other costs associated with
collection of past due accounts.
If any invoice for work performed by GDC is outstanding and unpaid for a period in excess of ninety(90)days,Client agrees that,
in addition to any other remedy which may be available to it, GDC may stop its performance of Services and withhold
reports/plans,without liability whatsoever.
Payment to GDC shall not be withheld,postponed,or made contingent on the construction,completion,or success of the Project
or upon receipt by Client of offsetting reimbursement or credit from other parties. No withholding,deductions,or offsets shall
be made from payments due to GDC for any reason unless GDC has been found to be legally liable for such amounts.
ESTIMATED CHARGES AND PAYMENT CONDITIONS
GDC's fees set forth in the Proposal are only estimates and shall not be regarded as"lump sum", "fixed price",or"guaranteed
maximum"compensation unless expressly stated in writing. Additional Services and out-of-scope work will be invoiced based on
GDC's Fee Schedule.
ESTIMATED TIME SCHEDULE
Because of the uncertainties inherent in the Services contemplated hereunder, time schedules are only estimates, which are
subject to revision from time to time,unless the parties specifically agree in writing to a firm or date-certain schedule.
CHANGED CONDITIONS AND ADDITIONAL SERVICES
Client shall rely on GDC's judgment as to the continued adequacy of this Agreement in light of occurrences or discoveries that
were not originally contemplated by or known to GDC. Should GDC call for contract renegotiation,GDC shall identify the changed
condition necessitating renegotiation and GDC and Client shall promptly and in good faith enter into renegotiation of this
Agreement. If terms cannot be agreed to,the parties agree that either party has the absolute right to terminate this Agreement.
Additional Services may be provided after execution of this Agreement without invalidating the Agreement. Client may request
Additional Services be performed by GDC. GDC shall promptly notify Client upon recognizing the need to perform Additional
Services. In either event, however, GDC shall not proceed to provide such Additional Services, requested by Client, until GDC
receives Client's authorization. Additional Services will be invoiced based on GDC's Fee Schedule(see Attachment A).
RIGHT OF ENTRY
Client will provide for right of entry for GDC's employees,agents,subconsultants,and for any other personnel and all equipment
necessary in order to complete the Services. While GDC will take all reasonable precautions to minimize any damage to property,
it is understood by Client that in the normal course of performance of Services some damage may occur,the correction of which
is not part of this Agreement. Client agrees to indemnify and hold GDC harmless from any liability for any damage so caused by
the performance of such Services,unless caused by the gross negligence or willful misconduct of GDC or its employees,agents,
subcontractors,or other personnel.
SUBTERRANEAN STRUCTURES OR UTILITIES
Client shall indemnify and hold GDC harmless for damages, liability, costs, or injury arising from damage to subterranean
structures or utilities(pipes,tanks,telephone cables,etc.)that are not called to the attention of GDC or are not correctly shown
on the plans furnished to GDC,in connection with Services performed by GDC.
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DocuSign Envelope ID:991 C1748-ED5E-416C-BC64-2FBF08B84AAB
CONSTRUCTION PROCEDURES
GDC shall not specify construction procedures,manage or supervise construction,or implement or be responsible for health and
safety procedures;shall not be responsible for the acts or omissions of contractors or other parties on the Project;and shall not
have control or charge of and shall not be responsible for construction means,methods,techniques,sequences,or procedures,
or for safety precautions and programs. GDC's testing or inspection of portions of the work of other parties on the Project shall
not relieve such other parties from their responsibility for performing their work in accordance with applicable plans and
specifications.
SAMPLES
GDC will retain all soil and rock samples for thirty(30)days following exploration. Further storage or transfer of samples can be
arranged at an agreed expense upon Client's written request.
HAZARDOUS SUBSTANCES
Unless specifically included in the Scope of Services in the Proposal, this Agreement does not include any services (including
detection or identification)related to any substances which might be considered hazardous by an applicable regulation.
OWNERSHIP OF DOCUMENTS
All reports,boring logs,field data and notes,laboratory test data,calculations,estimates,and other documents prepared by GDC
under this Agreement shall be deemed "Instruments of Service" and shall remain the property of GDC. GDC grants to Client a
nonexclusive license to use GDC's Instruments of Service solely and exclusively for purposes of designing, constructing, using,
maintaining, altering, and adding to the Project, provided that Client substantially performs its obligations, including prompt
payment of all sums when due,under this Agreement.The license granted under this section permits Client to authorize Client's
consultants and contractors to reproduce applicable portions of the Instruments of Service solely and exclusively for the purposes
of designing,constructing, using, maintaining,altering,and adding to the Project. Client agrees that all reports and other work
furnished to Client or its agents, which are not paid for, will be returned upon demand and will not be used by Client for any
purpose whatsoever.
REPLACEMENT OF CONSULTANT
If GDC for any reason does not complete all the Services contemplated by this Agreement, GDC cannot be responsible for the
accuracy,completeness,or workability of the Instruments of Service prepared by GDC if used,modified,or completed by another
party or Client.Accordingly,Client agrees,to the fullest extent permitted by law,to indemnify,defend,and hold GDC harmless
from any claim, liability, or cost (including reasonable attorneys' fees and defense costs)for injury or loss arising or allegedly
arising from such reuse,modification,or completion made by any party to any Instruments of Service prepared by GDC.
NO THIRD-PARTY RIGHTS
This Agreement shall not create any rights or benefits to parties other than Client and GDC.
TIME BAR TO LEGAL ACTION
All legal actions by either party against the other for breach of this Agreement,or for failure to perform in accordance with the
applicable standard of care, however denominated,that are essentially based on such breach or failure,shall be barred in two
2)years from the time claimant knew or should have known of its claim,but,in any event,not later than four(4)years from the
substantial completion of GDC's services.
CONSTRUED AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA
Any claims, disputes,or other matter in question arising out of or related to this Agreement shall be subject to mediation as a
condition precedent to the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject
of a lien arising out of GDC's services,GDC may proceed in accordance with applicable law to comply with the lien notice and
filing deadlines prior to the initiation of mediation. The Parties agree that mediation shall be held in Orange County,California
and shall be administered by either JAMS or the American Arbitration Association, unless the parties mutually agree otherwise.
If the parties do not resolve the matter pursuant to mediation,the method of binding dispute resolution shall be litigation in the
state courts of California in the county in which the Project is located.The Parties hereby consent to the jurisdiction of such and
expressly waive all rights they may have to a change of venue.
In the event of litigation arising out of or relating to this Agreement,the prevailing party shall be entitled to recover all reasonable
costs incurred in connection with such dispute, including court costs, attorneys' fees, expert fees, and all other claim-related
expenses.
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DocuSign Envelope ID:991 G1748-ED5E-416C-BC64-2FBF08B84AAB
PREVAILING WAGE,UNION,AND CERTIFIED PAYROLL
Client has the responsibility to notify GDC in writing, prior to GDC's commencement of Services, of any Project requirements
related to prevailing wages and/or union requirements.
SURVIVAL
The rights and obligations of the Parties shall survive the expiration or termination of this Agreement.
TERMINATION
If Client fails to make payments to GDC within sixty(60)days after the date of GDC's invoice,and such failure continues for seven
7)days after written notice to Client,such failure shall be considered substantial nonperformance and cause for termination or,
at GDC's option,cause for suspension of performance of Services under this Agreement. If GDC elects to suspend performance
of Services, GDC shall give an additional seven days' written notice to Client before suspending Services. In the event of
termination or suspension of Services,GDC shall have no liability to Client for delay or damage caused Client as a result of such
termination or suspension. Before resuming Services after a suspension,GDC shall be paid all sums due prior to suspension and
any expenses incurred in the interruption and resumption of GDC's Services.GDC's fees for the remaining Services and the time
schedules shall be equitably adjusted.
If Client suspends the Project or GDC's Services for more than ninety(90)cumulative days for reasons other than the fault of GDC,
GDC may terminate this Agreement by giving not less than seven(7)days'written notice.
Either party may terminate this Agreement upon not less than seven (7) days' written notice should the other party fail
substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination.
Either party may terminate this Agreement for convenience and without cause upon not less than thirty(30)days'written notice
to the other party.
In the event of termination that is not the fault of GDC,GDC shall be compensated for Services performed prior to termination,
together with reimbursable expenses then due,if any,and all"Termination Expenses."Termination Expenses are in addition to
compensation for GDC's Services and include expenses directly attributable to termination for which GDC is not otherwise
compensated.
INTEGRATION
This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements as to this Project.
There are no other written or oral agreements, representations, or understandings with respect to the subject matter of this
Agreement. This Agreement may be amended,modified,or waived only by written agreement signed by both parties.
SEVERABILITY
If any part, term, or provision of this Agreement is held by final judgment of any mediator, arbitrator, or court of competent
jurisdiction to be illegal, invalid,or unenforceable,the validity of the remaining portions or provisions shall not be impaired or
affected,and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the
particular part,term or provision held to be illegal,invalid or unenforceable.
ASSIGNMENT
Client and GDC, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement.
Neither Client nor GDC shall assign this Agreement without the written consent of the other.
EXCLUSIONS
Refer to GDC's Proposal for any exclusions to the Scope of Services.
HAZARDOUS MATERIALS
Unless otherwise required in this Agreement,GDC shall have no responsibility for the discovery,presence,handling,removal,or
disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project site.
Page 14 of 4