Architect-engineer Contract

EXHIBIT 10.5


- --------------------------------------------------------------------------------
1. CONTRACT NO.
N62474-88-R-5086
ARCHITECT-ENGINEER CONTRACT -------------------------------------
2. DATE OF CONTRACT
- -------------------------------------------------------------------------------- 3A. NAME OF ARCHITECT-ENGINEER 3B. TELEPHONE NO. (Include Area Code)
PRC ENVIRONMENTAL MANAGEMENT, INC. (415) 543-4880 - -------------------------------------------------------------------------------- 3C. ADDRESS OF ARCHITECT-ENGINEER (Include ZIP Code)
120 Howard Street, Suite 700
San Francisco, California 94105 - -------------------------------------------------------------------------------- 4. DEPARTMENT OR AGENCY AND ADDRESS (INCLUDE ZIP CODE)
Western Division (Code 024)
Naval Facilities Engineering Command
P. O. Box 727
San Bruno, California 94066-0720 Telephone No. (415) 742-7820 - -------------------------------------------------------------------------------- 5. PROJECT TITLE AND LOCATION


Comprehensive Long-Term Environmental Action Navy (CLEAN), Central Area - -------------------------------------------------------------------------------- 6. CONTRACT FOR (General description of services to be provided)


The purpose of this contract is to obtain program management and technical
environmental services in support of the Nav's Environmental Engineering
Program at Activities under the cognizance of Western Division, Naval
Facilities Engineering Command. The principal geographical area this contract
will encompass is Northern California and Nevada. However, the Contractor may
be required to perform work in any of the programs outlined at the Naval
activity in the nine states covered by Western Division, Naval Facilities
Engineering Command. The contractor may also, on occassion, be tasked to
provide the services described herein to other Department of Defense or other
Federal agency activities.


- -------------------------------------------------------------------------------- 7. CONTRACT AMOUNT (Express in words and figures)


NOT TO EXCEED One hundred thirty million (BASE PERIOD PLUS 9 OPTION PERIODS)
* - -------------------------------------------------------------------------------- 8. NEGOTIATION AUTHORITY


U.S.C. 2304(c)(1) X - -------------------------------------------------------------------------------- 9. ADMINISTRATIVE, APPROPRIATION, AND Payments will be made by:
ACCOUNTING DATA -------------------------
Disbursing Officer, Code 244
AA 1791804.K7Q6 000 62474 3 062474 Naval Construction Battalion
Center
2D 0000P3 62474CL0199C - * Port Hueneme, CA 93043
Submit invoices to:
-------------------
DCAA East Bay Branch
#8 Union Square Blvd.
Union City, CA 94587-3524
- --------------------------------------------------------------------------------


- -------------------------------------------------------------------------------- 10. The United States of America (called the Government) represented by the
Contracting Officer executing this contract, and the Architect-Engineer
agree to perform this contract in strict accordance with the clauses and the
documents identified as follows, all of which are made a part of this
contract:


TABLE OF CONTENTS


PART I - Schedule of Services PART II - Description/Specifications PART III - Packaging and Marking PART IV - Inspection and Acceptance PART V - Deliveries or Performance PART VI - Contract Administration Data PART VII - Special Contract Requirements PART VIII - Contract Clauses PART IX - List of Attachments


- -------------------------------------------------------------------------------- If the parties to this contract are comprised of more than one legal entity, each entity shall be jointly and severally liable under this contract. The parties hereto have executed this contract as of the date recorded in Item 2. - --------------------------------------------------------------------------------
SIGNATURES NAMES AND TITLES (Typed) - --------------------------------------------------------------------------------
11. ARCHITECT-ENGINEER OR OTHER PROFESSIONAL SERVICES CONTRACTOR - --------------------------------------------------------------------------------


A /s/ Robert J. Van Osten ROBERT J. VAN OSTEN, VICE PRESIDENT,
CHIEF FINANCIAL OFFICER


- --------------------------------------------------------------------------------


B


- --------------------------------------------------------------------------------


C


- --------------------------------------------------------------------------------


D


- --------------------------------------------------------------------------------
12. THE UNITED STATES OF AMERICA - --------------------------------------------------------------------------------
ROBERT M. GRIFFIN JR., DIRECTOR,
ENVIRONMENTAL CONTRACTS DIVISION /s/ Robert M. Griffin Jr. Contracting Officer - --------------------------------------------------------------------------------


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Part I
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PART I


SCHEDULE OF SERVICES
--------------------


1. The fo11owing items shall be furnished to the Government in accordance with Part II, Description/Specifications. The estimated costs are for the base contract period.
Budget Est. Estimated Cost Item Description Rate Hours Estimated - ---- ----------- ------ ---- -------------- 0001 Program Management Office *
(Negotiated Rates and Costs
are estimated. Reimbursement
will be based on actual
rates and hours subject to
this PMO Contract Line Item
Ceiling Price.


0001AA Recurring Costs *


Program Manager * * *
Financial Mgr/Project
Controls Mgr * * *
Contracts Admin Manager * * *
Quality Assurance Manager * * *
Health & Safety Manager * * *
Accounting * * *
Subcontract Admin * * *
Accounting Clerks * * *
Trng Coord/Tech Trng * * *
Secretary * * *
Clerical * * *
Fringe Benefits * *
Overhead * *
Other Direct Costs:
Reproduction *
Computer *
Telephone/Communications *
Postage/Freight *
Supplies *
H&S Training *
G&A * *


* CONFIDENTIAL


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Budget Est. Estimated Cost Item Description Rate Hours Estimated - ---- ----------- ------ ---- -------------- 0001AB Non-Recurring Costs *
Contract Management Plan *
QC Management Plan *
Safety Plan *
Fringe Benefits * *
Overhead * *
G&A * *


0001AC Maximum Award Fee Pool * *


0001AD Travel *


0002 Total Estimated CTO Costs *


0002AA Maximum CTO Award Fee Pool * *
--------------

TOTAL (Base Period) * *Funding obligated upon award of the base contract period.


All negotiated forward pricing rate agreements for applicable direct and indirect rates, as well as award fee, will be applied proportionately to individual CTOs for estimating purposes.


2. ESTIMATED COST AND AWARD FEE


a. Base Year


The estimated cost of this contract for the base year is
* exclusive of the maximum award fee of *
Total estimated cost and award fee is * .


b. Option Year One


If the first option year is exercised, the estimated cost is
* exclusive of the maximum award fee of * .
Total estimated cost and award fee for Option Year One is
* .


* CONFIDENTIAL


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c. Option Year Two


If the second option year is exercised, the estimated cost is *,
exclusive of the maximum award fee of *. The total estimated cost,
base fee and award fee for Option Year Two is *.


d. Option Year Three


If the third option year is exercised, the estimated cost is *,
exclusive of the maximum award fee of *. Total estimated cost and
award fee for Option Year Three is *.


e. Option Year Four


If the fourth option year is exercised, the estimated cost is *,
exclusive of the maximum award fee of *. Total estimated cost and
award fee for Option Year Four is *.


f. Option Year Five


If the fifth option year is exercised, the estimated cost is *,
exclusive of the maximum award fee of *. Total estimated cost and
award fee for Option Year Five is *.


g. Option Year Six


If the sixth option year is exercised, the estimated cost is *,
exclusive of the maximum award fee of *. The total estimated cost
and award fee for Option Year Six is *.


h. Option Year Seven


If the seventh option year is exercised, the estimated cost is *,
exclusive of the maximum award fee of *. Total estimated cost and
award fee for Option Year Seven is *.


* CONFIDENTIAL


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i. Option Year Eight


If the eighth option year is exercised, the estimated cost is *,
exclusive of the maximum award fee of *. Total estimated cost and
award fee for Option Year Eight is *.


j. Option Year Nine


If the ninth option year is exercised, the estimated cost is *,
exclusive of the base fee of the maximum award fee of *. Total
estimated cost and award fee for Option Year Nine is *.


* CONFIDENTIAL


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Part II
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PART II


DESCRIPTION/SPECIFICATIONS
--------------------------


1. The Contractor shall, in conformance with the terms and conditions hereinafter set forth, provide all of the necessary management, personnel, services, material, equipment, and facilities (except as otherwise specified) to perform the work identified in the following Statement of Work.


2. PURPOSE. The purpose of this contract is to obtain program management and
------- technical environmental services in support of the Navy's Environmental Engineering Program at activities under the cognizance of Western Division, Naval Facilities Engineering Command. The principal geographical area this contract will encompass is Northern California and Nevada.


However, the Contractor may be required to perform work in any of the programs outlined herein at any Naval activity in the nine states covered by Western Division, Naval Facilities Engineering Command. It should be noted that although the contracts encompass a nine state area, the majority of the Naval activities and most of the requirements of these contracts will be in more localized areas. For the Northwest area contract, most of the assignments will be at activities in the Northern California.


The contractor may also, on occasion, be tasked to provide the services described herein to other Department of Defense or other Federal agency activities. These projects will be assigned on an exception basis, and will be used, for example, to take advantage of the contractor's specialized expertise to address unique technical problems, and where necessary, undertake expedited response action.


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3. MAJOR FUNCTIONS.
----------------


a. The work to be performed under this contract is divided into the following functions:


(1) Program Management
(2) Technical Services
(3) Technical Services Support
(4) Construction Subcontracting


b. The work to be performed under this contract is of two types: a portion which constitutes the base contract and covers all work described in paragraph 4., Program Management, and the remainder which is authorized by Contract Task Orders (CTOs) (i.e., paragraphs 5.; Technical Services, 6.; Technical Services Support Subcontracting, and 7.; Construction Subcontracting). All work accomplished by CTOs shall be authorized, performed, and reported according to each issued Contract Task Order.


c. The Contractor shall be responsible for the acquisition of all necessary services, supplies, etc. for the accomplishment of the Scope of Work (SOW), ensuring adherence to Government regulations and providing appropriate reporting and tracking information.


4. PROGRAM MANAGEMENT.
-------------------


a. The contractor shall provide overall contract management to plan, monitor, and control all CTOs issued under this contract, and to assure that CTOs are completed in a timely, cost-effective, and highly competent manner.


b. The Program Management shall be performed on a completion basis, meaning that all functions necessary to perform Program Management activities under this contract shall be provided on an ongoing basis for the duration of the contract. Program Management is deemed to constitute those technical, management, administrative, clerical, and secretarial activities to be performed by the Program Management Office (PMO) and those support functions to be performed by the corporate office which are allocable to the PMO. Attachment F to this contract provides the Program Management Office Functions Chargeable to Contract Task Orders.


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c. Because of the number, complexity, and diversity of the projects that may be implemented under this contract, successful execution will require dedication of personnel principally responsible for planning, coordinating, monitoring, and controlling large, long-term and technically complex projects. The Contractor shall be responsible for the acquisition of specialized skills and experience as required for the performance of CTOs and for any management or administrative support required to accomplish the tasks. The Contractor is responsible for providing all administrative and personnel functions required to support this effort. Program management activities shall include but not be limited to the following:


(i) Coordinating of work assignments between Navy and contractor project officers as designated per CTO.


(2) Identifying project needs in terms of manpower and subcontractors' resources.


(3) Monitoring and controlling projects in terms of quality, schedules, and costs.


(4) Preparing financial and technical reports on both individual projects and on overall programs.


(5) Subcontracting Services.


5. TECHNICAL SERVICES.
-------------------


a. The Contractor shall provide the necessary technical services required to accomplish the work effort identified in all CTOs.


b. Technical Services include personnel such as engineers, scientists, draftsmen, technicians, statisticians, and other support personnel as required.


c. Programs to be supported by technical services are listed in paragraphs 5.1. through 5.4.


5.1. INSTALLATION RESTORATION (IR) PROGRAM.


a. The major emphasis of this contract is to provide technical assistance in the IR program. The IR program is designed to address uncontrolled hazardous waste sites at Navy activities, with the ultimate goal of site cleanup. The Superfund Amendments and Reauthorization Act (SARA) of 1986 requires Naval activities to comply with the National Contingency Plan and all U.S. Environmental Protection Agency (EPA) guidelines, rules, regulations, and criteria.


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b. The Contractor shall furnish environmental engineering services, field services, and laboratory testing and related services to perform Preliminary Assessment/Site Inspection (PA/SI), Remedial Investigation/Feasibility Study (RI/FS), Remedial Design (RD), and Remedial Action (RA) at specified Naval activities. All work shall be performed in a manner consistent with: the Comprehensive Environmental Response and Liability Act of 1980 (CERCLA), as amended; the National Oil and Hazardous Substances Pollution Contingency Plan (NCP), Title 40, Code of Federal Regulations (CFR), Part 300, as amended; and other appropriate federal, state and local guidelines, rules, regulations, and criteria.


5.1.1. APPLICABLE LAWS AND REGULATIONS. A comprehensive description of the major applicable laws and regulations that will relate to the scope and goals of activities to be performed as part of this effort are provided below. The regulatory elements described are not all inclusive and other applicable laws and regulations may impact work performed under this contract.


a. CERCLA. CERCLA as amended by SARA requires all federal entities to comply with CERCLA and NCP in the same manner and to the same extent, both procedurally and substantively, as any non-governmental entity in response to releases of hazardous substances. All work performed as part of this scope of work must be consistent with these requirements and applicable or relevant and appropriate guidelines, rules, regulations, and criteria. Specific requirements which may affect the approach and effort for performance include, but are not limited to: (1) coordination of work plan review with the EPA and relevant State and local agencies; (2) implementation of community relations activities; and (3) review of all data by the EPA and relevant State and local agencies relating to any cleanup activity, as the data becomes available.


b. NCP. The National Oil and Hazardous Substances Pollution Contingency Plan (NCP), Part 300, Chapter 40, Code of Federal Regulations provides the regulatory framework for implementing the response activities established under CERCLA at sites where hazardous substances have been released to the environment. The NCP defines a five step response process: (1) site discovery or notification; (2) preliminary assessment and site inspection (PA/SI); (3) establishment of priorities for remedial action; (4) implementation of remedial investigations/feasibility studies (RI/FSs); and (5) remedial action design and construction. The NCP provides the regulatory model under which the activities described in this scope of work are to be performed.


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c. State and Local Guidelines and Regulations and Criteria. CERCLA mandates that State laws concerning removal and remedial actions are applicable at Federal facilities. Therefore, work performed as part of this scope of work at Navy facilities must be consistent with applicable State laws.


5.1.2. Project Objectives. In accordance with the aforementioned laws and regulations, site inspections, Remedial Investigation/Feasibility Studies (RI/FS), remedial designs, and remedial actions are to be conducted or implemented at various locations. The objectives are to:


a. Evaluate the lateral and vertical extent of contamination in air, soil, surface water, and ground water.


b. Evaluate the existing and potential migration pathways.


c. Evaluate the existing or potential threat to human health and/or the environment.


d. Identify and evaluate the appropriate remedial actions to address identified sites.


e. Collect and evaluate the data needed to formulate and prepare a Remedial Action Plan (RAP) in accordance with state and federal regulations.


f. Design, construct, and implement appropriate remedial actions.


5.1.3. Regulatory Agency Coordination. Regulatory agency involvement in the RI/FS process and associated tasks is critical to the compliance with the NCP, CERCLA and other applicable laws and regulations. The nature and extent of regulatory involvement will depend upon the extent of public interest in the project, physical conditions encountered at the project location, negotiated agreements between the Navy and regulatory agency officials, and/or applicable compliance orders issued by relevant regulatory agency officials.


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5.1.4. Specific Requirements.


a. Preliminary RI/FS Work. The Contractor shall conduct or verify the Preliminary Assessment (PA) and Site Inspection (SI). The preliminary assessment (PA) involves collection and review of all available information and includes tasks such as records review, site personnel interviews, and site reconnaissance. Results of the PA may require a Site Inspection (SI) to collect and analyze samples to determine the extent of alleged releases, t ...