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Professional Service Industries Inc - Phase I Environmental Site Assessment (2010) 1 1 PROFESSIONAL/TECHNICAL SERVICES AGREEMENT This Agreement is made and entered into this 9th day of August, 2010 by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY") and Professional Service Industries, Inc. (hereafter referred to as "CONSULTANT"). WHEREAS, the CITY seeks to have a Phase I Environmental Site Assessment conducted; and WHEREAS, CONSULTANT has submitted to the CITY a Proposal for Phase I Environmental Site Assessment Services that meets the CITY's needs. IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The project is described as the Phase I Environmental Site Assessment Services, as stated in CONSULTANT's Proposal for Phase I Environmental Site Assessment Services, PSI Proposal No. 559-23856, which is attached hereto as Exhibit "A" and incorporated herein by this reference, excepting pages 10 and 11 titled General Conditions and any reference in pages 1 through 9 to the General Conditions ("Project"). CONSULTANT shall provide the services described in Exhibit "A." 1.2 Schedule of Work Upon receipt of written Notice to Proceed from the CITY, CONSULTANT shall perform with due diligence the services requested by the CITY and agreed on by CONSULTANT. Time is of the essence in this Agreement. CONSULTANT shall not be responsible for delay, nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT's work promptly, or delay or faulty performance by CITY, other consultants/contractors, or governmental agencies, or any other delays beyond CONSULTANT's control or without CONSULTANT's fault. ARTICLE 2 COMPENSATION 2.1 Fee (a) CITY agrees to compensate CONSULTANT a not to exceed amount of two thousand, two hundred dollars ($2,200.00) for services as described in Article 1. Page 1 of 11 R6876-0001\1247056v1.doc • (b) CITY may request additional specified work under this Agreement. All such work must be authorized in writing by the Deputy City Manager prior to commencement. CONSULTANT shall be paid for such additional services in accordance with rates negotiated and agreed upon in writing by CITY and CONSULTANT. 2.2 Payment Address All payments due CONSULTANT shall be paid to: Gregory R. Archung, CAC Department Manager Professional Service Industries, Inc. 3960 East Gilman Street Long Beach, CA 90815 2.3 Terms of Compensation CONSULTANT will submit invoices monthly for the work completed in the previous month. CITY agrees to authorize payment for all undisputed invoice amounts within thirty(30)days of receipt of the invoice. CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts within ten (10)days of the receipt of each invoice. However, CITY's failure to timely notify CONSULTANT of a disputed amount shall not be deemed a waiver of CITY's right to challenge such amount. Additionally, in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10) working days advance written notice. 2.5 Term of Agreement: This Agreement shall commence on August 9, 2010 and shall terminate on October 31, 2010. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification CONSULTANT will defend, indemnify and hold harmless CITY and its officials, officers, employees, agents and volunteers free and harmless from all tort liability, including liability for claims, suits, actions, expenses or costs of any kind, whether actual, alleged or threatened, actual attorneys' fees, experts' fees, or court costs incurred by the CITY, to the extent arising out of or in any way connected with, in whole or in part, the negligent or reckless acts or omissions or willful misconduct of Page 2 of 11 R6876-0001\1247056v1.doc 4110 CONSULTANT or any of CONSULTANT's officers, agents, employees or contractors in the performance of this Agreement. This includes but is not limited to claims, suits and liabilities for bodily injury, death or property damage to any individual or entity, including officers, agents, employees or contractors of the CONSULTANT. The provisions of this paragraph shall not apply to claims to the extent arising out of the active negligence or willful misconduct of the CITY and its officials, officers, employees, agents and volunteers. In addition to the foregoing, CONSULTANT shall indemnify, defend and hold free and harmless the CITY and the CITY's officials, officers, employees, agents and volunteers from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, experts' fees, and costs to the extent the same are caused by negligence, recklessness or willful misconduct of the CONSULTANT, or any of the CONSULTANT's officials, officers, agents, employees or volunteers, in the performance of professional services pursuant to this Agreement. 3.2 General Liability CONSULTANT shall at all times during the term of the Agreement carry, maintain, and keep in full force and effect, a policy or policies of Commercial General Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000)general aggregate for bodily injury,death, loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. 3.3 Professional Liability CONSULTANT shall at all times during the term of this Agreement, carry, maintain, and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million dollars ($1,000,000)per claim and aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best's Insurance Guide with a rating of A:VII or better. If a "claims made" policy is provided, such policy shall be maintained in effect from the date of performance of work or services on the CITY's behalf until three (3)years after the date of work or services are accepted as completed. Coverage for the post-completion period may be provided by renewal or replacement of the policy for each of the three (3)years or by a three-year extended reporting period endorsement, which reinstates all limits for the extended reporting period. If any such policy and/or policies have a retroactive date, that date shall be no later than the date of first performance of work or services on behalf of the CITY. Renewal or replacement policies shall not allow for any advancement of such retroactive date. Page 3 of 11 R6876-0001\1247056v1.doc 1 40 410 3.4 Automobile Liability CONSULTANT shall at all times during the term of this Agreement obtain, maintain, and keep in full force and effect, a policy or policies of Automobile Liability Insurance,with minimum of one million dollars ($1,000,000)per claim and occurrence and two million dollars ($2,000,000) in the aggregate for bodily injuries or death of one person and $500,000 for property damage arising from one incident. 3.5 Worker's Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law. CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.6 Notice of Cancellation A. All insurance policies shall provide that the insurance coverage shall not be cancelled by the insurance carrier without thirty (30) days prior written notice to CITY, or ten (10) days notice if cancellation is due to nonpayment of premium. CONSULTANT agrees that it will not cancel or reduce said insurance coverage. B. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon. 3.7 Certificate of Insurance At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability shall contain endorsements naming the CITY, its officers, agents and employees as additional insured. 3.8 Primary Coverage The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The insurance policies (other than workers compensation and professional liability) shall include provisions for waiver of subrogation. ARTICLE 4 TERMINATION 4.1 Termination of Agreement (a) This Agreement may be terminated at any time,with or without cause, Page 4 of 11 R6876-0001\1247056v1.doc • 410 by the CITY upon thirty(30)days prior written notice or by CONSULTANT upon ninety(90) - days prior written notice. Notice shall be deemed served if completed in compliance with Section 6.14. (b) In the event of termination or cancellation of this Agreement by CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT, in an amount to be determined as follows: for work satisfactorily done in accordance with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in Section 2.1. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All documents, plans,specifications, reports, photographs, images,video files and media created or developed by CONSULTANT pursuant to this Agreement("Written Products") shall be and remain the property of the CITY without restriction or limitation upon its use, duplication or dissemination by the CITY. All Written Products shall be considered "works made for hire," and all Written Products and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of the CITY without restriction or limitation upon their use, duplication or dissemination by the CITY. CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality,thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the services and the production of all Written Products produced under this Agreement, and that the CITY has full legal title to and the right to reproduce the Written Products. CONSULTANT shall defend, indemnify and hold the CITY, and its elected officials, officers, employees, servants,attorneys,designated volunteers, and agents serving as independent contractors in the role of CITY officials, harmless from any loss, claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. CONSULTANT shall bear all costs arising from Page 5 of 11 R6876-0001\1247056v 1.doc • • - the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the services and Written Products produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined, CONSULTANT, at its expense, shall: (a) secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction, or by procuring a license or licenses for CITY; or (b) modify the Written Products and other deliverables so that they become non- infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement. Upon termination, abandonment or suspension of the Project, the CONSULTANT shall deliver to the CITY all Written.Products and other deliverables related to the Project. If CONSULTANT prepares a document on a computer, CONSULTANT shall provide CITY with said document both in a printed format and in an acceptable electronic format. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation A CITY representative shall be Deputy City Manager or his or her designee, and a CONSULTANT representative shall be designated by CONSULTANT as the primary contact person for each party regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48)and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. § 11200, et seq.). 6.3 Personnel CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's services under this Agreement. Any person who performs engineering services pursuant to this Agreement shall be licensed as a Civil Engineer by the State of California and in good standing. CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who are assigned to perform the services hereunder and shall obtain the approval of the Deputy City Manager of all proposed staff members who will perform such services. CONSULTANT may associate with or employ associates or subcontractors in the performance of its services under this Agreement, but at all times shall be responsible for their services. Page 6 of 11 R6876-0001\1247056v 1.doc • 6.4 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve(12)months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.5 Legal Action (a) Should either party to this Agreement bring legal action against the other,the validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California's choice of law rules. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. (b) If any legal action or other proceeding, including action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement,the prevailing party shall be entitled to recover reasonable attorneys' fees, experts' fees, and other costs, in addition to any other relief to which the party may be entitled. 6.6 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of the CITY. Any such purported assignment without written consent shall be null and void, and CONSULTANT shall hold harmless,defend and indemnify the CITY and its officers, officials, employees,agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. Notwithstanding the above, CONSULTANT may use the services of persons and entities not in CONSULTANT's direct employ,when it is appropriate and customary to do so. Such persons and entities include, but are not necessarily limited to, surveyors, specialized consultants, and testing laboratories. CONSULTANT's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance. 6.7 Independent Contractor CONSULTANT is and shall at all times remain, as to the CITY, a wholly independent contractor. Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's employees, except as herein set forth, and CONSULTANT is free to dispose of all portions of its time and activities which it Page 7 of 11 R6876-0001\1247056v 1.doc • is not obligated to devote to the CITY in such a manner and to such persons, firms, or corporations at the CONSULTANT wishes except as expressly provided in this Agreement. CONSULTANT shall have no power to incur any debt,obligation,or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent. CONSULTANT shall not, at any time or in any manner, represent that it or any of its agents, servants or employees, are in any manner agents, servants or employees of CITY. CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement,and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers' compensation law regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers' compensation laws. The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.8 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.9 Entire Agreement This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended, or provisions or breach may be waived, only by subsequent written agreement signed by both parties. 6.10 General Conditions Excepted The CITY does not agree to or accept, in whole or in part, the General Conditions attached to CONSULTANT's Proposal for Phase I Environmental Site Assessment Services, PSI Proposal No. 559-23856, as pages 10 and 11,or any reference to these General Conditions in pages 1 through 9 of CONSULTANT's Proposal for Phase I Environmental Site Assessment Services. These General Conditions are not incorporated in this Agreement, and the ordering of work from CONSULTANT or the reliance on any of CONSULTANT's work shall not constitute acceptance of the terms of the General Conditions or of any reference to the General Conditions in CONSULTANT's Proposal for Phase I Environmental Site Assessment Services. 6.11 Construction In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be Page 8 of 11 R6876-0001\1247056v 1.doc resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 6.12 Non-Waiver of Terms, Rights and Remedies Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant, or any default which may then exist on the part of CONSULTANT, and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.13 Severability If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 6.14 Notice Except as otherwise required by law, any notice, request, direction,demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) in person or (b) by certified mail, postage prepaid, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned: To CITY: Carolynn Petru Deputy City Manager City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONSULTANT: Gregory R. Archung, CAC Department Manager Professional Service Industries, Inc. 3960 East Gilman Street Long Beach, CA 90815 A party may change its address by giving written notice to the other party. Thereafter, any notice or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery or other communication Page 9 of 11 R6876-0001\1247056v 1.doc shall be deemed effective three(3)business days after it has been deposited in the United States mail. For purposes of communicating these time frames, weekends and federal, state, religious, County of Los Angeles or CITY holidays shall be excluded. No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. Dated: or/oss/p/e PROFESSIONAL SERVICE INDUSTRIES, INC. Printed Name: fri'c- 6452z. Title: Xiviainrtrtkii Sevfrlcec /l(attlar.r Signature: Printed Name: Title: Signature: Dated: Q' ' IiV -10 CITY OF RANCHO PALOS VERDES A Municipal Corporation BY: elfAM4 /L. CI Y MANAGER ATTEST: CITY CLERK Page 10 of 11 R6876-0001\1247056v 1.doc . . 0 0 Exhibit "A": Consultant's Proposal for Phase I Environmental Site Assessment Services PSI Proposal No. 559-23856 Page 11 of 11 R6876-0001\1247056v1.doc f 'flInfom!on Lt . iJTo Build On Engineering•Consulting• Meting June 18, 2010 City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Attn: Sara Singer Senior Administrative Analyst saras@rpv.com Telephone (310) 544-5204 Re: Proposal for Phase I Environmental Site Assessment Services City Hall and Administrative Building 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 PSI Proposal Number 559-23856 Dear Ms. Singer, Professional Service Industries, Inc. (PSI) is pleased to submit this proposal to conduct a Phase I Environmental Site Assessment (ESA) at the above-referenced property. Presented below is a review of provided project information along with the proposed scope of services, user responsibilities, schedule, and fee information. PROJECT UNDERSTANDING PSI understands that the City of Rancho Palos Verdes City Hall complex consists of a two-story administration building, a planning building, and the Nike Missile Facility, currently owned by the City of Rancho Palos Verdes and addressed at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California. The former Nike Missile Facility includes two large concrete underground vaults formerly used as missile silos, referred to as Northeast Silo and Southwest Silo (including two hydraulic lift elevators and soundproof control rooms), a concrete launch pad, the property immediately adjacent to the launch pad, two concrete block out-buildings that are currently utilized as a cable television service building (Cable Building) and a maintenance equipment storage building (Maintenance Building) utilized by the City of Rancho Palos Verdes Department of Public Works, a generator building (Generator Building) currently utilized by the City of Rancho Palos Verdes to store signs, and the access road connecting the two out-buildings to the launch pad. PSI assumes that your purpose for having the Phase I ESA performed is to satisfy one of the requirements to qualify for the innocent landowner, contiguous property owner, or bona fide prospective purchaser limitations on CERCLA liability (hereinafter landowner liability protections or LLPs). The scope of services presented below is intended to satisfy this purpose. Professional Service Industries, Inc.•3960 Gilman Street•Long Beach,CA 90815•Phone 562/597-3977•Fax 562/597-8459 Phase I Environmental Site Assikent • August 5,2010 PSI Proposal Number 559-23856 PHASE I ESA SCOPE OF SERVICES PSI will perform the Phase I ESA to search for evidence of recognized environmental conditions in connection with the subject property. PSI proposes to perform the Phase I ESA in general accordance with ASTM E 1527-05, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (ASTM E 1527-05). PSI will perform the assessment under the supervision of an environmental professional as defined in 40 CFR 312.10. The scope of services will include records review, reconnaissance, interviews, and preparation of a report. PSI will review environmental regulatory database information regarding environmental conditions on and surrounding the subject property, physical setting sources, and historical information sources regarding the past uses of the property. We will also ask for and review other helpful documents regarding environmental conditions on the subject property provided from you, the property owner and key site manager (if any is identified). PSI requires that you arrange for PSI to access the subject property, including notifying tenants. Reconnaissance of the subject property will consist of observing the periphery of the property, the periphery of structures on the property, and interior portions of the property. PSI will observe accessible interior common areas, maintenance and repair areas, and a representative number of occupant spaces. Adjoining properties will be observed from the perimeter of the subject property and from public thoroughfares during the site reconnaissance. PSI will photograph selected features, uses, and conditions and include them in the report. PSI will make reasonable attempts to conduct interviews required in ASTM E 1527-05. PSI will conduct the interviews by phone, in writing, or in person. Parties to be interviewed include you or your designated representative as the "user" of the Phase I ESA, the current property owner, key site manager (if any is identified), a representative number of occupants, and one or more representatives of state and/or local government agencies. Past owners, operators, occupants, and neighboring property owners or occupants may also be interviewed. PSI will prepare a report of our findings and provide three (3) copies. The report will include a Summary section at the beginning that contains the identified onsite or offsite, historical or current recognized environmental conditions, any data gaps encountered, and the impact of those data gaps on the assessment. The remainder of the report will include the methodology and resources used and the data gathered. The report will extend reliance to The City of Rancho Palos Verdes. This Phase I ESA is not designed as a comprehensive survey for mold or physical deficiencies conducive to mold. It is not intended to reduce the risk of the presence of mold and physical deficiencies conducive to mold nor is it to eliminate the risk that mold or physical deficiencies conducive to mold may pose to the buildings or building occupants. ASSESSMENT OF ISSUES BEYOND THE SCOPE OF ASTM E 1527 PSI understands that assessment of environmental issues or conditions outside the scope of the ASTM E 1527-05 (the non-scope considerations identified in ASTM E 1527-05 §13) will not be performed in connection with the Phase I ESA. Phase I Environmental Site AssAkent 0 August 5,2010 PSI Proposal Number 559-23856 USER RESPONSIBILITIES ASTM E 1527-05 §6, §10.8, §10.9, and Appendix X3 describe certain responsibilities of the City of Rancho Palos Verdes as the user of the Phase I ESA to collect and provide information to the environmental professional to help identify the possibility of recognized environmental conditions in connection with the property. This information is generally described below, with specific information identified on the attached User Questionnaire. • Environmental cleanup liens that are filed or recorded against the site. • Environmental lien and activity and land use limitations (AUCs) that are in place on the site or that have been filed or recorded in a registry. • Specialized knowledge or experience that is material to recognized environmental conditions in connection with the property. • Relationship of the purchase price for the property to the fair market value of the property if it were not contaminated. • Commonly known or reasonably ascertainable information within the local community about the property that is material to recognized environmental conditions in connection with the property. • The degree of obviousness of the presence or likely presence of contamination at the property. • Pending, threatened, or past litigation, administrative proceedings, or notices from governmental agencies relevant to hazardous substances or petroleum products in, on, or from the property. ASTM E 1527-05 makes it the user's responsibility to provide the above information (if available) to the environmental professional. Failure to do so could result in a determination that all appropriate inquiry is not complete. Furthermore, in the absence of a response to the above, PSI may not be able to render an unqualified opinion about the environmental condition of the property. Review of reasonably ascertainable recorded land title records and lien records to identify environmental liens and AULs is particularly important to completion of the Phase I. Note: PSI recommends that The City of Rancho Palos Verdes engage a title company or title professional to undertake review of reasonably ascertainable recorded land title records and lien records, and report any environmental liens or AULs so identified to PSI. The attached User Questionnaire is intended to help you meet the user responsibilities under ASTM E 1527-05. PSI requests that you complete the User Questionnaire and return it along with the executed proposal authorization. The completed User Questionnaire will become an integral part of the Phase I report. We also ask that you complete the attached Contact Information sheet to provide primary and secondary contact information for your company, and if known, contact information for the current property owner or operator, key site manager, past property owner, operator, or other parties you know of who are likely to have information regarding environmental conditions on the subject property. Upon receipt of contract authorization we will contact you to review the provided information and secure any additional background information including a legal description of the property, if available. Phase I Environmental Site Assitent • August 5,2010 PSI Proposal Number 559-23856 THIRD PARTY RELIANCE Third party reliance letters may be issued upon request and upon the payment of the then- current fee for such letters. All third parties relying on PSI's reports, by such reliance, agree to be bound by this proposal and PSI's General Conditions. No reliance by any party is permitted without such agreement, regardless of the content of the reliance letter itself. SCHEDULE PSI proposes to deliver the final report in 10-15 business days after we receive written authorization to proceed. Completion of the project may be affected by access to the property, the availability of information, and other factors. FEES PSI will prepare this Phase I ESA for the lump sum of$2,200.00. This fee includes the submittal of one draft report (if desired) and the final reports. The following efforts are not included in this price: • Consultation (beyond clarifications of information presented in the Phase I ESA report); • Additional draft report submittals/edit cycles; • In-process report edits needed to incorporate required information not provided at the inception of the project; and, • Extraordinary research that is requested after the draft report is delivered and/or to address data gaps. ��� 4 Phase I Environmental Site Assent • August 5,2010 PSI Proposal Number 559-23856 AUTHORIZATION To authorize our services, please sign and complete the attached proposal authorization and instructions for payment form, and return one copy of the authorized proposal to our office. We will proceed with the work upon receipt of proposal authorization. Please call with any questions you may have, or if PSI can be of additional service. We look forward to working with you on this and future projects. Respectfully submitted, Professional Service Industries, Inc. rfy, Eric Fraske Department Manager Attachments: Proposal Authorization & Payment Instructions User Questionnaire Property Contact Information �� 75 r / Phase I Environmental Site Asse ent August 5,2010 PSI Proposal Number 559-23856 PROPOSAL AUTHORIZATION & PAYMENT INSTRUCTIONS Authorization To execute this proposal, please sign and complete the authorization information below along with applicable payment instructions, and return one copy of the authorized proposal to our office. Authorized By(please print) Signature Title Firm Address City State Zip Code Telephone Date Purchase Order No./Project Tracking No.(if applicable) Payment Instructions If invoice payment is to be made by a party other than the authorizing party above, please provide the following information for whom the invoices are to be billed: Firm Attention Address Title City State Zip Code Telephone Authorizing Party's Relationship to Invoice Payment Party If invoices are to be approved other than by the payment party above, please provide the following information for whom the invoices are to be mailed for approval: Firm Attention Address Title City State Zip Code Telephone Authorizing Party's Relationship to Invoice Approval Party !'Wn moi 6 N Phase I Environmental Site Assetkent 0 August 5,2010 PSI Proposal Number 559-23856 USER QUESTIONNAIRE 1 OF 2 Pursuant to ASTM E 1527-05 Appendix X.3, in order to qualify for one of the Landowner Liability Protections(LLPs)offered by the Small Business Liability relief and Brownfields Revitalization Act of 2001 (the "Brownfields Amendments), the user must provide the following information (if available) to the environmental professional. Failure to provide the information could result in a determination that "all appropriate inquiry" is not complete. This form represents a type of interview and as such, the user has an obligation to answer all questions in good faith, to the extent of his or her actual knowledge. 1. Are you aware of any environmental cleanup liens against the property that are filed or recorded under federal, tribal, state or local law? fl No ❑ Yes If yes, please explain. 2. Are you aware of any activity and land use limitations(AUCs), such as engineering controls, land use restrictions or institutional controls that are in place at the site and/or have been filed or recorded in a registry under federal, tribal, state, or local law? El No El Yes If yes, please explain. 3. As the user of this ESA do you have any specialized knowledge or experience related to the property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the property or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by this type of business? ENo EJYes If yes, please explain. 4. Does the purchase price being paid for this property reasonably reflect the fair market value of the property? If you conclude that there is a difference, have you considered whether the lower purchase price is because contamination is known or believed to be present at the property? ❑ No El Yes If yes, please explain. 5. Are you aware of commonly known or reasonably ascertainable information about the property that would help the environmental professional to identify conditions indicative of releases or threatened releases? For example, as user: (a) Do you know of the past uses of the property?; (b) Do you know of specific chemicals that are present or were once present at the property?; (c) Do you know of spills or other chemical releases that have taken place at the property?; (d) Do you know of any environmental cleanups that have taken place at the property? El No El Yes If yes, please explain. 6. As the user of this ESA, based on your knowledge and experience related to the property are there any obvious indicators that point to the presence or likely presence of contamination at the property? El No El Yes If yes, please explain. 0 Phase I Environmental Site Asse ent August 5,2010 PSI Proposal Number 559-23856 USER QUESTIONNAIRE 2 OF 2 Proceedings Involving the Property Pursuant to ASTM E 1527-05 §10.9, as the user of this ESA do you know of(1) any pending, threatened, or past litigation relevant to hazardous substances or petroleum products in, on, or from the property; (2) any pending, threatened, or past administrative proceedings relevant to hazardous substances or petroleum products in, on, or from the property; and (3) any notices from any governmental entity regarding any possible violation of environmental laws or possible liability relating to hazardous substances or petroleum products? El No El Yes If yes, please explain. Helpful Documents Checklist Pursuant to ASTM E 1527-05§10.8, do you know whether any of the following documents exist related to the subject property, and if so, whether copies can and will be provided to PSI for review? Check all that apply. El Environmental site assessment reports El Environmental compliance audit reports El Environmental permits (for example solid waste disposal permits, hazardous waste disposal permits, wastewater permits, NPDES permits, underground injection permits) El Registrations for above or underground storage tanks El Registration for underground injection systems El Material safety data sheets El Community right-to-know plan El Risk assessments El Safety plans; preparedness and prevention plans; spill prevention, countermeasure and control (SPCC) plans; etc. El Reports regarding hydrogeologic conditions on the property or surrounding area El Notices or other correspondence from any governmental agency relating to past or current violations of environmental laws with respect to the property or relating to environmental liens encumbering the property El Hazardous waste generation notices or reports El Geotechnical studies ❑ Recorded activity and land use limitations(AULs) Name(Authorized User Representative) Title Signature Date Please return this form along with the signed and completed Proposal Authorization & Payment Instructions and Contact Information forms, all of which are a part of this proposal, to PSI as your authorization to begin work on this project. Fir±17 M i Phase I Environmental Site Ass"lent 1110 August 5,2010 PSI Proposal Number 559-23856 CONTACT INFORMATION SHEET Please provide contact information for the parties below(if known) and return to PSI along with the signed and completed Proposal Authorization & Payment Instructions and User Questionnaire. PRIMARY USER CONTACT SECONDARY USER CONTACT(if any) Name Name Address Address City/State/Zip City/State/Zip Phone Phone CURRENT OWNER KEY SITE MANAGER Name Name Address Address City/State/Zip City/State/Zip Phone Phone CURRENT FACILITY OPERATOR PAST OWNER OR OPERATOR Name Name Address Address City/State/Zip City/State/Zip Phone Phone OTHER PARTIES LIKELY TO HAVE MATERIAL INFORMATION REGARDING PROPERTY Name Name Address Address City/State/Zip City/State/Zip Phone Phone Ir