Agreement for Professional Services

This Agreement for Professional Services (hereinafter referred to as “Agreement”) is by and between Monterey Peninsula Water Management District (MPWMD) and the Fort Ord Reuse Authority, a political subdivision of the State of California (hereinafter referred to as “FORA”).

The parties agree as follows:

1. SERVICES. Subject to the terms and conditions set forth in this Agreement, FORA shall provide MPWMD with services associated with The Santa Margarita Well Site Project and the associated pipelines and access roads as described in ATTACHMENT “A”. Such services will be at the direction of MPWMD or their designee.

2. TERM. FORA shall commence work under this Agreement effective on March 1, 2011 and will diligently perform the work under this Agreement until March 1, 2012 or until the maximum amount of the compensation as noted below is reached. The term of the Agreement may be extended upon mutual concurrence and amendment to this Agreement.

3. COMPENSATION AND OUT OF POCKET EXPENSES. The overall maximum amount of compensation to FORA over the full term of this Agreement is not-to-exceed $24,000 (Twenty Four Thousand) including out of pocket expenses without written consent of both parties. MPWMD shall pay FORA for services rendered pursuant to this Agreement at the times and in the manner set forth in ATTACHMENT “A”.

MPWMD will reimburse FORA for all costs associated with the preparation review and approval of MPWMD Santa Margarita Well Site Project documents by the US EPA and the ESCA Third-Party Quality Assurance Professional. The existing FORA contracts with these entities are provided as ATTACHMENT “C” Previous Agreements. FORA will coordinate the following services and billing at their contract rate plus 5% overhead to handle FORA accounting costs for the following:

· The US EPA and their contractors,

· The California Department of Toxic Substance Control and their contractors, and

· The ESCA Third-Party Quality Assurance Professional and their sub-contractors.

4. FACILITIES AND EQUIPMENT. FORA is not required to use MPWMD facilities or equipment for performing professional services. At MPWMD’s request, FORA shall arrange to be physically present at MPWMD facilities or meetings to provide professional services at least during those days and hours that are mutually agreed upon by the parties to enable the delivery of the services noted in the Scope of Services attached hereto in ATTACHMENT “A.”

5. GENERAL PROVISIONS. The general provisions set forth in ATTACHMENT “B” are incorporated into this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control only insofar as it is inconsistent with the General Provisions.

6. ATTACHMENTS. All Attachments referred to herein are attached hereto and are by this reference incorporated herein.

· ATTACHMENT A – Scope of Services

· ATTACHMENT B – General Provisions

· ATTACHMENT C – Previous Agreements

IN WITNESS WHEREOF, FORA and MPWMD execute this Agreement as follows:

By By

MPWMD Date Michael A. Houlemard Jr. Date

Executive Officer

ATTACHMENT A

SCOPE OF SERVICES

This Scope of Services provides for FORA to provide MPWMD with the services of the FORA Real Property and Facilities Manager’s time to assist MPWMD per the Creegan and D’Angelo letter on behalf of MPWMD to FORA dated February 16, 2011 (including Exhibits A & B) to:

· Review of the Santa Margarita Well Site Project requirements to insure conformity with the FORA ESCA Program requirements,

· Meetings with the Regulatory Agencies, FORA ESCA Contractor (ARCADIS) and the ESCA Third–Party Quality Assurance Professional and provide MPWMD guidance in meeting the ESCA requirements, preparing and submitting regulatory documentation and receiving regulatory approval for development and construction of the MPWMD Santa Margarita Well Site Project on ESCA property.

· Providing MPWMD with access to the service of US EPA and California DTSC for their regulatory review and compliance of the MPWMD Santa Margarita Well Site Project as required, and

· Providing MPWMD with a method for contracting with the ESCA Third–Party Quality Assurance Professional to provide MEC Remediation Quality Assurance services for the MPWMD Santa Margarita Well Site Project.

· Receiving ARCADIS review of MPWMD’s “Immediate Needs: Seaside Middle School” as presented in the Creegan and D’Angelo letter on behalf of MPWMD to FORA dated February 16, 2011 and Exhibit A. (MPWMD to contract directly with ARCADIS for review and work, as needed, on MPWMD’s “Future Needs: Santa Margarita close-out and Regional Project ASR” as presented in the Creegan and D’Angelo letter on behalf of MPWMD to FORA dated February 16, 2011 and Exhibit B.)

FORA Billings for the US EPA and the ESCA Third-Party Quality Assurance Professional services and the FORA Real Property and Facilities Manager’s time shall be submitted monthly at the first of the month for any work performed in the previous month.

FORA will provide the following services of the FORA Real Property and Facilities Manager at the rate of $75 per hour.

· Participating in MPWMD Santa Margarita Well Site Project meetings;

· Reviewing MPWMD Santa Margarita Well Site Project documents and plans; and

· Reviewing MPWMD and their contractor’s request to enter the FORA ESCA property

· Review of invoices for US EPA review and compliance of the MPWMD Santa Margarita Well Site Project and submittal to MPWMD for payment,

· Review of invoices for California Department of Toxic Substance Control, review and compliance of the MPWMD Santa Margarita Well Site Project and submittal to MPWMD for payment and

· Review of invoices for the ESCA Third-Party Quality Assurance Professional review and compliance of the MPWMD Santa Margarita Well Site Project and submittal to MPWMD for payment.

· Draft a Right of Entry for MPWMD and its contractors to install improvements to Santa Margarita Well Site per MPWMD’s “Immediate Needs: Seaside Middle School” as presented in the Creegan and D’Angelo letter on behalf of MPWMD to FORA dated February 16, 2011 and Exhibit A., and

· Draft a Right of Entry for MPWMD and its contractors to install improvements to Santa Margarita Well Site for MPWMD’s “Future Needs: Santa Margarita close-out and Regional Project ASR” as presented in the Creegan and D’Angelo letter on behalf of MPWMD to FORA dated February 16, 2011 and Exhibit B.

ATTACHMENT B

GENERAL PROVISIONS

1. INDEPENDENT Contractor. At all times during the term of this Agreement, FORA shall be an independent Contractor and shall not be an employee of MPWMD. MPWMD’s rights are limited to those specified in this Agreement.

2. TIME. FORA shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of FORA’S obligations pursuant to this Agreement. FORA shall adhere to the Schedule of Activities shown in ATTACHMENT “A”.

3. FORA NO AGENT. Except as MPWMD may specify in writing, FORA shall have no authority, express or implied to act on behalf of MPWMD in any capacity whatsoever as an agent. FORA shall have no authority, express or implied, pursuant to this Agreement, to bind MPWMD to any obligation whatsoever.

4. PERSONNEL. FORA shall assign only competent personnel to perform services pursuant to this Agreement. In the event that MPWMD Water, in its sole discretion, at anytime during the term of this Agreement, desires the removal of any person or persons assigned by FORA. FORA shall remove any such person immediately upon receiving notice from MPWMD of the desire of MPWMD for the removal of such person or person.

5. STANDARD OF PERFORMANCE. FORA shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which FORA is engaged in the geographical area in which FORA practices his profession. All products and services of whatsoever nature, which FORA delivers to MPWMD pursuant to this Agreement, shall be prepared in a substantial, first-class, and workmanlike manner, and conform to the standards of quality normally observed by a person practicing in FORA’S profession.

6. CANCELLATION OF AGREEMENT. Either party may cancel this Agreement at any time for its convenience, upon written notification. FORA shall be entitled to receive full payment for all services performed and all costs incurred to the date of receipt entitled to no further compensation for work performed after the date of receipt of written notice to cease work shall become the property of MPWMD.

7. PRODUCTS OF CONTRACTING. All completed work products of FORA, once accepted, shall be the property of MPWMD. MPWMD shall have the right to use the data and products for research and academic purposes.

8. INDEMNIFY AND HOLD HARMLESS. FORA is to indemnify, defend, and hold harmless MPWMD, its officers, agents, employees and volunteers from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by FORA or any person directly or indirectly employed by or acting as agent for MPWMD in the performance of this Agreement, including the concurrent or successive passive negligence of FORA, its officers, agents, employees or volunteers.

It is understood that the duty of FORA to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve FORA from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies have been determined to be applicable to any of such damages or claims for damages.

FORA is to indemnify, defend, and hold harmless MPWMD, its officers, agents, employees and volunteers from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by FORA or any person directly or indirectly employed by or acting as agent for FORA in the performance of this Agreement, including the concurrent or successive passive negligence of FORA, its officers, agents, employees or volunteers.

11. PROHIBITED INTERESTS. No employee of FORA shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of MPWMD if this provision is violated.

ATTACHMENT C

PREVIOUS AGREEMENTS

1. FORA/EPA Reimbursement Agreement

2. FORA/California DTSC Reimbursement Agreement

3. FORA/ERRG ESCA Third-Party Quality Assurance Professional Contract

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