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AMENDMENT NO. I TO AGREEMENT FOR ASBESTOS,
LEAD AND LEAD PAINT CONSULTING SERVICES BY AND
BETWEEN THE CITY OF ARCADIA AND CTL
ENVIRONMENTAL SERVICES
This Amendment No. 1 ( "Amendment No. 1 ") is hereby entered into by and
between the City of Arcadia, a municipal corporation of the state of California, and
CTL Environmental Services, a California corporation, with respect to that certain
Professional Services Agreement between the parties dated April 12, 2005
( "Agreement').
The parties agree as follows:
1. Section 3.1.1, Scope of Services, of the Agreement is hereby amended to
include the addition of abatement monitoring services.
2. Section 3.1.2 of the Agreement is hereby amended by deleting April 12,
2005 and by substituting therefore September 20, 2005.
3. Section 3.3.1, Compensation, is amended to read, "The total compensation
shall not exceed nineteen thousand eight hundred sixty -three dollars
($19,863.00)." Additional compensation for abatement monitoring services
is $13,300.00.
4. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 1 on the date
set forth below.
CITY OF ARCADIA
By
City Manager
Dated: 04 2005
CONSULTANT
CTL Environmental Services
Title
ATTEST:
Oz. r4�'L-
City Clerk
APPROVED AS TO FORM:
A4�2 0, I)-e
City Attorney
CONCUR:
Don Penman, Assistant City Manager/
Development Services Director
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this L ZO day of 4 (1 I , 2005 by and
between the City of Arcadia, a municipal organization organized under the laws of the State of
California with its principal place of business at 240 West Huntington Drive, Arcadia, California
91066 -6021 ( "City ") and CTL Environmental Services, a California Corporation with its
principal place of business at 24404 S. Vermont Avenue, Suite 307, Harbor City, California,
90710 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terns and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing asbestos, lead and lead
paint services to public clients, is licensed in the State of California, and is familiar with the
plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Fire Station 105 project
( "Project') as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scone of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional asbestos, lead and lead paint consulting
services necessary for the Project ( "Services "). The Services are more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
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3.1.2 Term. The term of this Agreement shall last nine (9) months from the date
of this Agreement, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon prior written approval of City. In the event that City and
Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate
this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Marie Tullai, Director of the Hazardous Materials Division.
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3.2.5 City's Representative. The City hereby designates Don Penman, Assistant
City Manager/Development Services Director, or his or her designee, to act as its representative
for the performance of this Agreement ( "City's Representative "). City's Representative shall
have the power to act on behalf of the City for all purposes under this Contract. Consultant shall
not accept direction or orders from any person other than the City's Representative or his or her
designee.,
3.2.6 Consultant's Representative. Consultant hereby designates Marie Tullai,
or his or her designee, to act as its representative for the performance of this Agreement
( "Consultant's Representative "). Consultant's Representative shall have full authority to
represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Finally, Consultant represents that it, its employees
and subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its
own cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub - consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed
from the Project by the Consultant and shall not be re- employed to perform any of the Services
or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
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liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
3.2. 10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section; provided,
however, that in lieu thereof, the Consultant may provide evidence to the City that all
subcontractors are additional insureds under the Contractor's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees, subcontractors and
volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors,
officials, officers, employees, agents and volunteers as an additional insured with proof of
certificate of insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be when
commercially available (occurrence based) at least as broad as the latest version of the following:
(1) General Liability: Insurance Services Office Commercial General Liability coverage for
premises and operations, contractual liability, personal injury, bodily injury, independent
contractors, broadform property damage, explosion, collapse, and underground, products and
completed operations; (2) Automobile Liability: Insurance Services Office Business Auto
coverage for any auto owned, leased, hired, and borrowed by Consultant or for which Consultant
is responsible; and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insured. Any deductibles or self - insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage, with an aggregate limit of $2,000,000. If
Commercial General Liability Insurance or other form with general aggregate limit is used,
either the general aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000
combined single limit per accident for bodily injury and property damage; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor
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Code of the State of California. Employer's Liability limits of $1,000,000 per accident for
bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years
following completion of the. Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
12.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers
shall be covered as additional insured with respect to liability arising out of Services operations
and for completed operations performed by or on behalf of the Consultant, including materials,
parts or equipment furnished in connection with such work; and (2) the insurance coverage shall
be primary insurance as respects the City, its directors, officials, officers, employees and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested of
cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage;
provided, however, that in the event of cancellation due solely to non - payment of premium, ten
(10) days notice of cancellation for non - payment of premium may instead be given to the City.;
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and (B) any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, admitted to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by that
insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested.
Copies of all certificates and endorsements must be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
3.2.9 Safet . Consultant shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the Consultant
shall at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees appropriate
to the nature of the work and the conditions under which the work is to be performed. Safety
precautions as applicable shall include, but shall not be limited to: (A) adequate life protection
and life saving equipment and procedures; (B) instructions in accident prevention for all
employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges,,
gang planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to prevent
accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all
safety measures.
3.2.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a
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material element of this Agreement and failure to maintain or renew coverage or to provide
evidence of renewal may be treated by the City as a material breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services rendered
under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein
by reference. The total compensation shall not exceed six thousand five hundred sixty three
dollars ($6,563.00) for Phase I and II work without written approval of City's Assistant City
Manager/Development Services Director. Extra Work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within forty -five (45) days of receiving such
statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without prior written
authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
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3.5 General Provisions.
3.5.1 Termination of Agreement.
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3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Ms. Marie Tullai, Director — Hazardous Material Division
CTL Environmental Services
24404 S. Vermont Ave., Suite 307
Harbor City, CA 90710
City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman, Asst. City Manager/Dev. Services Dir.
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
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3.5.3 Ownership of Materials and Confidentialitv.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentialitv. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, in any manner arising out of or incident to any
alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorney's fees and other related costs and expenses. Consultant shall
defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
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other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding arising from
Consultant's performance of the Services, the Project or this Agreement; except to the extent that
liability is caused by any negligence or willful misconduct by the City or its directors, officials,
officers, employees, agents or volunteers. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials, officers, employees, agents or volunteers and shall
take effect immediately upon execution of this Agreement.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
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3.5.13 Amendment: Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity: Severabilitv. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
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3.5.21 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF ARCADIA
By: MO
William R. Kelly
City Manager
Dated: 2005
ATTEST:
City Clerk
APPROVED AS TO FORM:
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Stephen P. Deitsch
City Attorney
CTL Environmental Services
By: FC- ' ` L—
Marie Tullai
11PA
Director — Hazardous Materials Divison
CONCUR:
Don Penman Date
Assistant City Manager/
Development Services Director
EXHIBIT "All
SCOPE OF SERVICES
The Consultant shall provide the following services for Fire Station 105 and the Firing Range.
They are segregated into three (3) phases and the City reserves the right to not proceed from one
phase to another.
Phase 1 — Survey and Inspection
1.1.1 Perform visual inspection of all rooms, roof areas and exterior areas of the structure to
determine where physical testing shall be conducted.
1.1.2 Perform licensed abestos, lead and lead paint testing in all areas where suspected
materials may be present, including but not limited to roof materials, plys, and mastic;
floor materials; air conditioning and heating ducts; and painted areas.
1.1.3 Testing shall be comprehensive and conform to all current and applicable Federal, State,
County and local laws and guidelines.
1.1.4 Submit and interpret the asbestos, lead and lead paint reports, which shall clearly state by
work and area the test results of the building components and areas that were tested
including all roof areas.
1.1.5 Meet with City staff to review test results, discuss probable approaches to abatement and
confirm best approach to abatement with the understanding that the building will be
demolished.
1.1.6 Submit a cost estimate for the actual abatement services to be provided by a licensed
contractor and a cost estimate to provide the consulting services for abatement and post
abatement services.
Phase II - Project Design and Bidding
2.1.1 Prepare and submit for approval of the City specifications for the asbestos, lead and lead
paint removal as applicable which clearly detail by location the abatement methodology.
Make changes and corrections to speciifications as directed by City.
2.1.2 Consultant shall be responsible for the preparation of the technical specifications for the
bid documents for the removal services, including any written material and plans. City
shall be responsible for all general provisions in the bid documents.
2.1.3 Participate in one pre -bid conference, scheduled by the City at the site during the bidding
process. Discuss requirements with prospective bidders and provide written answers to
all bidders' questions and assist the City in preparing any required addenda to the
contract.
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2.1.4 Attend other meetings with the City as necessary.
2.1.5 Assist City in evaluating all bids and help determine responsiveness to the bid
requirements by all bidders.
Phase III — Monitoring of Abatement Activities
3.1.1 Upon City issuance of a Notice To Proceed to the successful low bidder, attend a pre -
construction meeting to discuss the contractor's procedures, schedules, insurance,
bonding, abatement monitoring requirements, and facilitate communication between the
City and the selected contractor and insure that all required notices or applications
pertaining to the abatement services are filed with the proper authorities.
3.1.2 Provide field observation by at least one technician while abatement services are
underway to monitor abatement activities, maintain on -site records, perform required air
monitoring activities and in general ensure compliance by contractor of specifications
and all applicable laws. During the abatement work the consultant shall notify the City of
any contractor non - conformance of regulatory or specification requirements and assist in
identifyig solutions to problems noted. Consultant shall keep the City informed of the
abatement contractor's performance.
3.1.3 Consutlant shall conduct post- abatement clearance activites as required by law.
Consultant shall provide final report and close -out documentation within thirty (30) days
after abatement activities are completed, which summarizes all related project activities
and analytical results. Documentation to be submitted to the City shall include all daily
logs and air sample forms, inspection reports, contractor submittals, and documentation
regarding the proper disposal of all materials as required by law.
Lead Wiping Samples
The Consultant shall take wipe samples of the areas adjacent to the firing range and above the
range in the City Council Conference Room and Chambers to detect for lead contamination.
Access to Facilities
Access to any City facility requried during this project must be coordinated with City staff.
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Exhibit "B"
SCHEDULE OF SERVICES
0
Fire Station 105
Schedule
Firing Ranee
Schedule
Phase I Report
3 weeks (this
Phase I Report
3 weeks (this
(including results
includes one (1) week
(including results
includes one (1)
from lead wipe
for testing both
from lead wipe
week for testing
samples)
facilities and
samples)
both facilities and
obtaining the results
obtaining the results
and two (2) weeks to
and two (2) weeks
submit the report to
to submit the report
the City)
to the City)
Phase II Report
3 weeks after City
Phase II Report
3 weeks after City
authorization to
authorization to
proceed
proceed
Phase III
May be negotiated at
Phase III
May be negotiated
the conclusion of
at the conclusion of
Phase II
Phase II
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Fire Station 105 Fee
Phase $1,432*
Phase II $1,500
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Exhibit "C"
COMPENSATION
Firing Ranee Fee
Phase I $1,432*
Phase II $2,000
Phase III May be negotiated at
the conclusion of
Phase II
*$2,863 total for Phase I work for both sites
Phase III May be negotiated
at the conclusion of
Phase II
An additional $200 fee is included in this Agreement for the wiping samples from the firing
range.
Hourly Rates
Principal
$175.00
Cert. Ind. Hygienist
$135.00
Cert. Safety Professional
$110.00
Senior Project Manager
$105.00
Project Manager
$95.00
Environmental Spec.
$75.00
Staff Env. Spec.
$70.00
Senior Technician
$65.00
Field Technician
$60.00
CAD Operator
$65.00
Word Processor
$50.00
Clerical
$50.00
Laboratory and air monitoring project fees shall be consistent with the fees proposed by the
Consultant per the CTL Environmental Services Fee Schedule attachment to their proposal dated
January 25, 2005.
Additionally, the Consultant shall be reimbursed for any additional copies of reports requested
by the City at $.05 /white page and $1.00 /color page. Any additional equipment rental shall be
reimbursed at $75.00 /day.
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