HomeMy WebLinkAboutC-2248AMENDMENT A. 1 TO AGREEMENT FOO SUSPECT �-
UNDERGROUND STORAGE TANK EVALUATION
SERVICES BY AND BETWEEN THE CITY OF ARCADIA
AND CONVERSE CONSULTANTS
This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and
between the Arcadia Redevelopment Agency, a public body, corporate and politic
organized under the Constitution and laws of the State of California, and Converse
Consultants, a California corporation with respect to that certain Professional Services
Agreement between the parties dated October 19, 2006 ( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.3.1 of the Professional Services Agreement,
Compensation is changed to read, "The total compensation shall not exceed
nine thousand four hundred seventy dollars and twenty-five cents."
2. 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
ffing ' 140
Executive Director
Dated: 19. lb
TTEST:
Agency Secretary
CONVERSE CONSULTANTS
By
2006 Vnb �Gc
Title
APPROVED AS TO FORM:
Agency Attorney
CONCUR:
Deputy Executive Director
C
ARCADIA REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
SUSPECT UNDERGROUND STORAGE TANK EVALUATION SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this If T 'day of P 2006 by
and between the Arcadia Redevelopment Agency, a public body, corporate and politic organized
under the laws of the State of California with its principal place of business at 240 West
Huntington Drive, Arcadia, California 91066 -6021 ( "Agency ") and Converse Consultants, a
California corporation with its principal place of business at 222 East Huntington Drive, Suite
211, Monrovia, CA 91016 ( "Consultant "). Agency 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 Agency on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing suspect underground
storage tank evaluation consulting services to public clients, is licensed in the State of California,
and is familiar with the plans of the Agency.
2.2 Project.
Agency desires to engage Consultant to render such services for the Morlan Place 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 Agency all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional suspect underground storage tank
evaluation 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.
3.1.2 Term. The term of this Agreement shall be from August 31, 2006 to
September 30, 2006, 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.
Revised 5 /06 LA
3.2 Responsibilities of Consultant.
0
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. Agency 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 Agency 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, Agency shall respond to Consultant's submittals in a timely manner. Upon
request of Agency, 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 Agency.
3.2.4 Substitution of Key Personnel. Consultant has represented to Agency 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 Agency. In the event that Agency and
Consultant cannot agree as to the substitution of key personnel, Agency 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 Agency, or who are determined by the
Agency 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 Agency. The key personnel for performance of
this Agreement are as follows: Norman S. Eke.
3.2.5 Agency's Representative. The Agency hereby designates Don Penman,
Deputy Executive Director, or his designee, to act as its representative for the performance of
this Agreement ( "Agency's Representative "). Agency's Representative shall have the power to
act on behalf of the Agency for all purposes under this Contract. Consultant shall not accept
direction or orders from any person other than the Agency's Representative or his designee.
Revised 5/06 LM
2
i •
3.2.6 Consultant's Representative. Consultant hereby designates Norman S.
Eke, or his 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 Agency
staff in the performance of Services and shall be available to Agency'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 Agency, 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 Agency 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 Agency, 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 CaVOSHA 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 Agency,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold Agency, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
Revised 5106 LM
3
0 •
12.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the Agency 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 Agency that the subcontractor has secured all insurance required under this section;
provided, however, that in lieu thereof, the Consultant may provide evidence to the Agency 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 Agency, 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.
Agency, 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 Agency 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 $1,000,000. 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
Code of the State of California. Employer's Liability limits of $1,000,000 per accident for
bodily injury or disease.
Revised 5i06 LM
4
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.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
-approved by the Agency to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the Agency, 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 Agency, 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 Agency, 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 Agency, 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 Agency, 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 Agency, 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 Agency, 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
Agency; 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 Agency, its directors,
officials, officers, employees, agents and volunteers.
Revised 5/06 LM
5
0 0
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 Agency, 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 Agency.
Consultant shall guarantee that, at the option of the Agency, either: (1) the insurer shall reduce
or eliminate such deductibles or self - insured retentions as respects the Agency, 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 or approved to do
business in California, and satisfactory to the Agency.
3.2.10.8 Verification of Coverage. Consultant shall furnish Agency
with complete and accurate copies of current certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the Agency. 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 Agency if
requested. Copies of all certificates and endorsements must be received and approved by the
Agency before work commences. The Agency reserves the right to require complete, certified
copies of all required insurance policies, at any time.
3.2.10.9 Safety. 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.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a
material element of this Agreement and failure to maintain or renew coverage or to provide
evidence of renewal may be treated by the Agency as a material breach of the Agreement.
Revised 5/06 LM
0
0 •
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the Agency'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 eight thousand four hundred seventy
dollars and twenty -five cents ($8,470.25) without written approval of the Executive 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 Agency 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. Agency 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 Agency.
3.3.4 Extra Work. At any time during the term of this Agreement, Agency may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by Agency 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 Agency'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 Agency 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.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. Agency 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
Revised 5106 LM
7
® •
Agency, 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, Agency 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, Agency 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:
Agency:
Converse Consultants
222 East Huntington Drive, Suite 211
Monrovia, CA 91016
Attn: Norman S. Eke
Arcadia Redevelopment Agency
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman, Deputy Executive Director
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.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for Agency 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 Agency is granted a non - exclusive and perpetual
license for any Documents & Data the subcontractor prepares under this Agreement. Consultant
Revised 5106 LM
E
0 r
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 Agency. Agency 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
Agency'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 Agency, 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 Agency'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 Agency.
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 Agency,
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 other legal proceedings of every kind that may be brought or instituted against
Agency, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay
and satisfy any judgment, award or decree that may be rendered against Agency 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
Agency or its directors, officials, officers, employees, agents or volunteers. Consultant shall
reimburse Agency 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 Agency, its directors, officials, officers,
employees, agents or volunteers and shall take effect immediately upon execution of this
Agreement.
Revised 5106 LM
E
0 r
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 Agency's Right to Employ Other Consultants. Agency 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 Agency. 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
Agency 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.
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.
Revised 5/06 LM
MI
®' •
3.5.16 Invalidity: Severability. 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, Agency shall have the right to rescind this Agreement without
liability. For the term of this Agreement, no member, officer or employee of Agency, during the
term of his or her service with Agency, 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
Agency'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.
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 Agency. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
Revised 5106 LM
11
0
ARCADIA REDEVELOPMENT AGENCY
Lm
U��
William R. Kelly
Executive Director
Dated: 1011 2006
ATTEST:
Agency S cretary
APPROVED AS TO FORM:
Stephen P. Deitsch
Agency Attorney
Revved 5/06 LM
0
CONVERSE CONSULTANTS
By:
Norman S. Eke
Managing Officer
12
CONCUR:
.'3)M'WaOPem.n-r— slaq.0
Department Head Date
Task 1— Proiect Set -up
EXHIBIT "A"
SCOPE OF SERVICES
0
Prior to subsurface exploration, Consultant will confirm property access with the Agency and/or
property owner. In addition, the area(s) of exploration will be marked by Consultant and
Underground Service Alert (USA) will be notified at least 48 hours prior to commencement of
field activities.
Task 2 — Field Activities
Qption 1 — Geophysical Survey and Trenching
Consultant will supervise a subcontractor during a geophysical survey of the property to locate
anomalies indicating the potential presence of a UST and associated fuel dispensing lines.
Ground penetrating radar and magnetometers will be used. The trenches described in Option 2
below will also be completed.
Option 2 — Trenching Only
Consultant will supervise a subcontractor in trenching utilizing a backhoe to a depth of
approximately 10 feet below ground surface (bgs) in the area(s) indicated by the Arcadia
Redevelopment Agency. An approximately 10' x 10' trench will be completed on each side of
the southwest entry gate.
Based on the outcome of the geophysical survey, Consultant will supervise a subcontractor in
trenching utilizing a backhoe in the area of the anomalies detected during the geophysical survey
(if completed).
Upon completion of the trenching activities, if no UST or related fuel dispensing lines are
present, and no stained or odorous soils are observed, the trenched area will be backfilled with
the removed soil.
If a UST and/or related fuel dispensing lines are discovered during the trenching, trenching
activities will be stopped, and the Agency will be contacted with a new Scope of Services for the
removal of the UST.
If stained or odorous soils are encountered during the excavation (but no UST and/or related fuel
dispensing lines are discovered), Consultant will collect samples of the disturbed soil from the
trenched area(s). The Agency will be contacted with the cost and analyses to be performed on
the soil samples collected.
Excavated soil and soil samples will be field screened using a photoionization detector (PID)
during trenching activities.
A -1
U
Task 3 — Report Preparation
0
Upon completion of the field activities listed above, a report outlining Consultant's findings and
recommendations will be prepared. Two hard copies of the report will be provided. The report
will detail the scope of work, methodologies, and findings of Consultant's field investigation.
Recommendations for further work will be presented, if warranted. Services will be completed
under the responsible charge of a Professional Geologist.
Task 4 — Project Manaeement
Project management will include oversight and management, health and safety monitoring of
field activities, and liaison with the Agency.
Task 5 — Restoration
Upon completion of the field investigation, old asphalt will be disposed of according to all
applicable rules and regulations. The trenched areas will be backfilled and compacted with on-
site soils, and the surface restored with new asphalt.
A -1
i •
Exhibit "B"
SCHEDULE OF SERVICES
Consultant will proceed with the proposed project within three (3) to five (5) business days upon
receipt of written authorization to proceed. Trenching activities and/or the geophysical survey
will take approximately two (2) business days. Consultant anticipates report completion no later
than three (3) days from the completion of the field activities. The total project schedule is
expected to be completed within 2 -3 weeks.
This Agreement shall be valid from August 31, 2006 through September 30, 2006.
I.
9 •
Exhibit "C"
COMPENSATION
Total compensation shall not exceed $8,470.25 without written approval from the Agency. All
authorized additional work shall be billed according to the following schedule.
Hourly Rate
Field Technical Services
Soils Technician $61
Senior Soils Technician 71
Supervisory Soils Technician 86
Professional Services (Field and Office)
Staff Professional
$66
Senior Staff Professional
76
Project Professional
95
Senior Professional
115
Principal Professional
140
Principals /Consultants
170
Office Support
Clerical/Word Processing $56
Drafting 61
CAD Operator/Drafting Manager 70
An overtime charge of 50 percent of the above hourly rates (excluding Professional Services)
will be added for time in excess of eight hours per day at the job site and for all time on
Saturdays, Sundays and holidays. Travel time to and from the job site will be charged at the
hourly rates for the appropriate personnel.
Expenses
1. Exploration expenses (drilling, trenching, etc.) are charged at cost plus fifteen percent.
2. Travel and subsistence expenses (transportation, room and bard, etc.) for individuals on
projects requiring travel and/or living away from a principal office are charged t cost plus
fifteen percent.
3. Automobile and truck expenses are charged at cost plus fifteen percent (rentals) or at a
rate of fifty cents per mile for company -owned vehicles traveling between principal
office and project.
4. Other out -of- pocket direct project expenses (aerial photos, long - distance telephone calls,
permits, outside printing services, tests, etc.) are charged at cost plus fifteen percent.
C -1
Converse Consultants
Geotechnlcal Engineering, Environmental & Groundwater Science, Inspection &Testing Services
1946-2006
August 22, 2006
Mr. Rafael Fajardo
City of Arcadia
240 West Huntington Drive
Arcadia, California 91066
Subject; PROPOSAL — 'SUSPECT UNDERGROUND STORAGE TANK
EVALUATION
Arcadia Self Storage
33 -37 -West Huntington Drive
Arcadia, California
Converse Project No, 06 -41- 330 -02
Mr. Fajardo:
Converse Consultants (Converse) appreciates the opportunity to provide this proposal
to conduct a Suspect Underground Storage Tank Evaluation (Evaluation) for the above
referenced property.
Background
According to preliminary information reviewed' by Converse during a Phase I ESA on
the subject Property (in progress)', an approximate 800 - gallon fuel underground storage
tank (UST) is potentially located on the Property. The average likely dimensions of an
800- gallon single- walled steel tank are approximately 4 feet by 10 feet. On August 22,
2006, Converse conducted a'site visit with Mr. Rafael Fajardo of the City of Arcadia, i
who indicated the area of the possible UST near the southwest` entry gate. The '
objective of our service is to locate any USTs and related fuel dispensing lines
remaining on the Property, and observe for potential subsurface contamination at the
location(s) indicated by the City of Arcadia.
Scope of Services
Two (2) possible courses of action to accomplish the objective are described below: It
is the understanding of Converse that the Client will select one (1) of the two (2) options
below. -
CA 222 East Huntington Drive, Suite 211, Monrovia, California 91016 -3500
OP ^w);"'., - Telephone: (626) 930 -1200 ♦ - Facsimile: (626) 930 -1212 ♦, a -mail: converse @converseconsuitants_com '
f
City of Arcadia
Arcadia Self Storage
Project # 06 -41- 330 -02
August22,2006
Task 1: Project Set -up
Prior to subsurface exploration, Converse will confirm 'Property access with the Client
and /or Property owner. In addition, the area(s) of exploration will be marked by Converse
and Underground 'Service Alert '(USA) will be notified at least 48 hours prior to
commencement of field activities.
Task 2: Field Activities
Option 1 - 'Geophysical Survey and Trenching
Converse will supervise a subcontractor during a geophysical survey of the Property to
locate anomalies indicating the potential presence of a UST and associated fuel
dispensing lines. Ground penetrating radar and magnetometers will be used. The
trenches described in Option 2 below will also be completed.
Option 2 — Trenching Only
Converse will supervise a subcontractor in trenching utilizing a'backhoe to a depth of
approximately 10 feet below ground surface (bgs) in the area(s) indicated by the City of
Arcadia. An approximately 10' x 10' trench will be completed on each side of the
southwest entrygate.
Based on the outcome of the geophysical survey, Converse will supervise a
subcontractor in trenching utilizing a backhoe in the area of the anomalies detected
during the geophysical survey (if completed).
Upon completion of the trenching activities, if no UST or related fuel dispensing lines
are present, and no stained of odorous soils are observed, the trenched area will be
backfilled with the removed soil.
If a UST and/or related fuel dispensing lines are discovered during the trenching,
trenching activities will be stopped, and the Client will be contacted with a new Scope or
Services for the removal of the UST.
If stained or odorous soils are encountered during the excavation (but no UST and /or
related fuel dispending lines are discovered), Converse will collect samples of the
disturbed soil from the trenched area(s). The Client will be contacted with the cost and
analyses to be performed on the soil samples collected.
Excavated soil and soil samples will be field screened using a, photoionization detector
(PID) during trenching activities.
Converse' Consultants 2
City of Arcadia
Arcadia Self Storage
Project # 06 -41- 330 -02
August 22. 2006
Task 3: Report Preparation
Upon completion of the field' activities listed above, a report outlining our findings; and
recommendations will be prepared. Two hard copies of the report will be provided. The
report will detail the scope of work, methodologies, and 'findings of our field
investigation. Recommendations for further work will be presented, if warranted.
Services will be completed under the responsible charge of a Professional Geologist.
Task 4: Project Management
Project management will include oversight and management, health and safety
monitoring of field activities, and liaison with the Client.
Task 5: Restoration
Upon completion of the field investigation, old asphalt will be disposed of according to
all applicable rules and regulations. The trenched areas will be backfilled and
compacted with on -site soils, and the surface restored with new asphalt. '
Fees and Conditions
Our services are for the sole 'ibenefit and exclusive use of the City of Arcadia. Services
will be performed on a time and materials basis in accordance with the attached
Schedule of Fees (EP2006) and General Conditions (GC99), which form a part of this
proposal. The estimated charges for the tasks described herein are as follows:
COST ESTIrMATE D' on 1 :;Geopliy'stca(,Survey ",
and Trenching; "'
Description
Cost
Project Set -up --
$304.00
Field Activities
$4,189:00
Report Preparation - writing, review, reproduction
$694.25
Project Management
$408.00 r
Restoration
75'. 00
Total "
EE12�
7025
COS7,,E5TIMATEN" Optiornl2Trenchiiig' ,, ',''`` ,',;
Description Cost
Project Set -up $304.00
Field Activities $2,160.00
®'Converse Consultants 3
City of Arcadia
Arcadia Self Storage
Project 4 06 -41- 330-02
August 22, 2006
Report Preparation - writing, review, reproduction
$69425
Project Management
$408.00?
Restoration
$2,875.00
"Total
$6,441.25
Converse will complete the services related to Option 1 for a fee of $8,470.25, and Option
2 for a fee of $6,441''.25 to be billed on a time and materials basis. Work will be performed
in accordance with the attached Schedule of Fees (EP 2006).
The estimate of charges presented above is based on an estimated level of effort for the
specific services provided. Actual charges will be based upon the level of effort and the
amount of work performed to achieve the objectives of our services. Accordingly, actual
costs could be higher or lower than estimated. ;
1
In the event that conditions are encountered that are significantly different than those
anticipated (such as the discovery of a UST, or stained and odorous soils), services not
specifically proposed herein may be required to achieve the objective of the survey.' We
shall not proceed with such services until receipt of specific written authorization and
agreement to the fee for such services.
Schedule
Converse will proceed with the proposed project within three (3) to five (5) business
days upon receipt of written, authorization to proceed. Trenching activities and /or the
geophysical survey will take approximately two (2) business days. Converse anticipates
report completion no later than three (3) days from the completion of the field activities.
The total project schedule is expected to be completed within 2 -3 weeks.
Warranty
The services outlined in this proposal will be carried out in accordance with generally
accepted environmental principles common to the Southern California area in which we
practice. Special requirements of an independent party (such as a regulatory agency or
lender) may necessitate a 'change in this scope of services. We make no other
warranty, either express or implied. The terms and limits of our liability are outlined in
accordance with a mutually agreeable Professional Consulting 'Agreement to be
provided by you.
®'Converse Consultants 4
Closure
If you should have any questions regarding the scope, basis fees or conditions under
which our services are to be ,performed, please feel free to contact Converse. We will
be pleased to review with you the various elements that are taken into consideration,
If you do not have any questions and wish to authorize Converse to proceed, please
indicate that you have read this proposal, including the Schedule of Fees and General
Conditions; that you fully accept the scope of services, basis of fees, and conditions
under which our services will be performed; and given authorization to proceed, by
returning one executed copy of the proposal to Converse. Please indicate any special
requirements to be included in our invoicing procedures.
Billing requirements, including backup documentation, should be mutually agreed upon
and indicated in the authorization. Subsequent additions or changes should likewise be
mutually agreed upon and submitted in writing 'with appropriate authorization.
Thank you for this opportunity to be of service to you. Should you have questions
regarding this proposal, please do not hesitate to contact Norman Eke at (626) 930-
1260.
Sincerely;
CONVERSE CONSULTANTS
Norman S. Eke
Managing Officer
Dist: 2 /Addressee
Encl: General Conditions (GC99)
Schedule of Fees (EP2006)
City of Arcadia
Arcadia Self Storage
Project # 06 -41- 330 -02
August 22, 2006
ACCEPTANCE OF AGREEMENT AND AUTHORIZATION TO PROCEED'
Firm Name: (CLIENT)2
By: - (print name)
(sign name)
Title: Date:
Telephone No, j ) FAX No.
P.O. NoJBilling Instructions3:
' Converse has been informed by client that this is not a prevailing wage project, as determined, by local
Labor Code. In the event it is later determined that this project is subject to prevailing wage, our fees will be
adjusted retroactively, to project inception in accordance with the attached Prevailing Wage Fee Schedule..
2Invoices to be sent to Client, who shall be responsible for payment thereof, unless notified otherwise.
3 Billing requirements, including backup documentation, should be mutually, agreed upon and indicated
here. Subsequent additions or changes should likewise be mutually agreed upon and submitted in writing
with appropriate authorization.
®''Converse Consultants 6
CONVERSE CONSULTANTS
General Conditions
Client warrants to Converse that it has full Net fight to authorize Gonverse's enrry upon Me real
property where Converses services am to be performed ('Site' herein) and upon erg property, t
any, required for Ingress and egress to If fie Ste.
Client authorizes Converse to enter upon the Site and such adjoining property as is noessary
to allow Converse to perform its services.:
Converso will take reasonable precaution to minimize any damage to the Site; however, Client
acknowledges that during . the normal course of the performance of Converse's services, same
dorm to the Site may occur. The correction of any damage to the Site (surface a
subterranean) shall be the obligation of the Client
Information Supplied by Client
Client warrants the accuracy of any information supplied by it to Converse, acknowledges that
Converse will act verify file accuracy of such information and agrees bat Converse is entitled to
rely upon any such intonation. _
Client shall immediately ri Converse in wri of any data information or knowledge in the
possessron of or known Io Unt relating to the subsur am condibons exrsfir� at the Site and
shaft provldo Converse with me location size and depth of any and all underground tanks,
piping arstrucures exisbrhg upon the Site.
Client shall defend indermiy and save harmless Converse, its officers, agents and employees
tram and against any and all claims costs, suits and damages: including attorneys' fees, easing
out of errors 'ttnas ions and Inaccuracies in documents and information provided to Ccrwerse
by Client.
Ownership of Data and Documents; Samples
All repals,'.timing logs, field data, field rotes, laboratory lest data; calculations. estimates and
other documents prepared by Converse shall remain the property of Converse.
Client shat have the tight to die use of all data,- recommendabons, proposi . reports, design
crime and similar . informaton provided to it by Converse ('infornamn' herein); provided,
however, that tt he Internal shall not be used or miffed upon'. by any party other than Client,
save and except as may be required by the design and licensing requirements of the project fa
which the infommafion's provided further, sudi use shall be limited to the. particular site and
protect for which the information is provided..
Clients right laths use of file information is expressy conditioned upon Client's prompt payment
to Converse of all sums due under the Client'Converse agreement In the event of Clients
nonpayment or partial payment of said amounts, Client agrees that it shall riot use any of the
information for any purpose whatsoever and shall MOOT) the same to Converse upon demand.
Converse Will retain all samples of sod, tack or other malmias obtained in that course of
performing its services for a period of Miny (30)al Thereafter, further storage or transfer of
samples to Client me be made at Clients expense upon . written request from Client to
Converse received by Converse prior to the expiration of the 30oay period.
Converse shall retain permanent retards relafirg to the Converse services for a period of five (5)
years follow" submittal of Converse's report during which period [tie records will be made
avariable to Client upon reasonable victim given by CBam and upon payment to Converse of an
amount suffclent to reimburse Converse for its necessary and reasonable expenses in making
said records available
Standard of Cam and Professional Responsibility
Client acknowledges Met the services to be performed by Converse involve tie use of tests,
calculations, analyses and pros dures which am in a constant state of development,
Improvement and refinement and that, as such. improvemenls.'changes a methods, and
modifications of procedures have been made in de past, are now bebig made, and are
expected to continue to be made in the future.
Further, Client remgmzes that :while necessary for investigations, commonly used exptoratior
methods, such as drilling borags or excavating trenches involve an inherent risk. For example,
exploration on a site containing contaminated materials :may . result in inducing aosai
contamination, the prevention of which may not be complete, Using presently recognized sealing
methods.
Client recognizes that the slab of practice, mdudinngg but not limned M Me practice relating to
mnMmination a hazardous waste conditbns,'s dwrgmg and evolving and that standards
existing at the pmi firm may subsequently change as knowledge Increases and the state of
the practice continues to improve.
Client mmgnizes that projects containing confan mated materials -may not perform as
anticipated by. Client even Moth Converse's semis am performed in accordance with the
level of cam and skill required of It Further, certain governmental regulators relating to
hazardous waste sites may purport to require achievement of results which cannot be
aaomoished in absolute sdhse. It s rtxogniied Mat a satisfactorily designed, constructed
and maintained monitoring system may assist In the eady dotemonof env ionrnental changes
alrowing for early correction of problems. Unless it is specifically included in the scope of
services fo 6e performed by Converse; Client understands that Comerse shall notpedorm such
mondonng
Co cwiuwnu ccas
The services to be provided by Converse pursuant as the agreement to which Mesa
General Conditions am a pad shall be provided In accordance with generallyaccepuld -
professional Mgmeenng environmental, and geologic practice In the area where these_
servicas are to be mankind and at the tims that services are rendered Ghent
ackirmledgm Met the present standard In the engineering and geoogo professions
does not include and Converse does not extend to Client; a guarantee of perfooton of
Me worn contemplated hereby; further, that even in the exercise of normal and
reasonable care, more a omissions may from lime to rime occur. Except as expmsti
set font in these General Conditions, no otter warranty, express or implied, is extended
by Converse:
Converse shall have no duty to supervise, mandrake or otherwise be involved in die
performance of services or work by any Uhrd party consultant omnacbr or
subcontractor
Where Converse's servoes involve field observation of grading, filling and compaction!
(or any of them), A's agreed.
a. Thal Converse shall in no way: be responsible for the manner In which such
work is performed by any third party. -
b. That in the went'. Converse . is to "de pedodir, observation Client
acknowledges that Converse cannot be resporreNe for mY work performed at' -
a time a times when Converse was ming . not perfor its observatim services `
Converse will not provide an opinion concerning the performance of any third.
parry, . save and except to dre extent that said work was in fact observed'. and
tested by Converse during the mums of constriction. _ ,
C. That where Converse's services include continuous observation, Client agrees
not to allow grading; ii or compaction to be pedonned at any time or times
when Converse is not physically present upon the Site: and shall midi Me
amount and extent of such grading, filling and armpadlen b that which can be,
property observed by Converse personnel present on the Site
r
d. That in the,event Converse is to conduct test borings for Client Client
acknowledges that the accuracy of said test ratings mares only to tie specific
location in whim thetunng itself was rperformed and that the nature of many
sims is such that differing subsurface soil charachnsiius can be experienced
- wthina small distance, As such Client acknavlell Mat greater aocUi.5
obtained when the number of test borings is increased.
Indemnity of Client and Limitation of Liability
Converse shall indemnify client Its officers, directors agents or employees from any
claim, demand or &aNdly arising from personal injury a property loss or damage caused
by the sole negligence or willful misconduct of Converse.
Anything to the contrary in the. aggreement to witch these General Conditions am
attached or in torn General.Condibons nalwidwandirg; Converses liability . shall bat
limited to the lesser of the fees charged to Client byy Converse for the services performed
for Client or me sum of fifty thousand dollars Glen may, at its apron, increase he
maximum amount for which Converse shall be liable by payment o an additional fee
For the maximum liability sum of one hundred thousand dollars; the addnwnal amount to
be paid shall be four percent of the total Converse fee charged hereunder, for the
maximum liability sum of me million dollars, the adda al amount to be paid shall be .
live percent of the total Converse fares charged hemurder. -
Ckenl acknowledges: Met Converse has agreed to charge Client a reduced . fee [a
services in exchange for the above tmiMfion of liability and that mid reduction in s
consideration forsad limitation
Client shall defend and save hamlless Converse, Its officel directors agents and
employees from all babirny,'.. claims and demands Indudug expenses of shit and
reasonable sftomeys fees arising from personal nouns, includin�g3 disease and death.
property loss or damage, injury 10 others (including personnel oi. Client Converse, or
subcontractors perfcrtnmg walk hereunder), and air a ground pollution or environmental
impairment arising out of or in any marmar connected with or related to the Performance
of Converses services, except where such injury, loss or damage shall have been
caused by the safe negligence or will misconduct of Corwerse. Client acknowledges
that Converse has charged Client a reduced fee for services to be performed by A. in
exchange for this hold harmless and Mat the reduction in fees is consideration for said
hold harmless provision. -
Conversewignotbeliableforconsequentialdamageso f any kind; nature or description
— Hazardous Waste, Pollution and Health. Hazard Projects (°Hakardou °'o� ^r ^ ^r =°
Herein)
Prior to the commencement or services by Coal, on any haxamw
s W advise Go
an area where d
3 matter is an th
I or nuisance to
nbng if any of - said ";
rats, noise, vibrations a
re where it rases a p
Ring within the area F
General Conditions
in wining of any know
project
e to be
;utate or
Possible
effective
I Client
s waste
•
materials existing on or near.. the Site. said notice containing the identification of any such
hazardous waste; the extent and location thereof.
Anything in these General Conditions rtmwithstaruang Client shall indemnify and' hold
Converse, its'otfcers, directors, agents servants and employees harmoss from any claim,
demand or action brought by any pony whomsoever, including employees of Converse,
which claim, demand or action is based upon injury or damage caused or alleged to have
been caused by hazardous: wastes or hazardous materials whether or not such waste or
materials were known to exist prior to the commencement of services
Invesagavem With may become comalnmated as a result or said Investigation,
Client's Responsibilities -
Client seal Immediately provide Converse with full information in writing as to Client's
raEqquuements'(of the services to be provided by Converse and shall designate '. in wriung
wilhm five (5) days of the effective date of the agreement to which these General Conditions
are a part, a- representative to act on Client's behalf in conjunction with the services to be
Provided hereunder, .Client shall promptly review all documents, reports, data and
" recommendations submitted by Converse and shall communicate with Convene concerning
- such .. reviews for the purpose of avoiding delay in the performance of the services In be
rendered by Converse. -
Client shall notif any third party who may perform on the Site of me standard of care being
- undertaken by verse pursuant hereto and of the limitations of liability containedherein.
Client shall require as a condition to the performance of any such third party like indemnify
and Irritation of liability . on their pad against Converse
Confidentiality
Converse shall hold all information provided to it by Client and (lie results of the work
performed byy ifconfidenaal and shall not disclose the same to any third pony except where
required by,Govemmental regulatory agericiesor as otherwise required bylaw.
'.. Disputes
Converse shad have die right to l iy a legal action In a state or federal court against client
for any sums due or alleged to be due to it or for services rendered Except for this right
Converse and Client agree that as an express mnditmn to the righl of either patty to bunt' a
legal action against the other, they shall first submit any dispute to mediation conducted in
the following manner.
a. The party asserting a claim ('the Claimant') shall, as air absolute condition to the right
to proceed further (following the procedure bevy anabsolule condition to the ii0tit to
proceed with litigation) give to the other party ('the Respondem'j written notice 1f said
claim within a period flat to exceed thirty (30) days from and after'. first becoming
.aware of the tads giving had to said claim. Said notice shall contain '.. at least the
following:
(1) :A statement setting: these with specihaly the fads alleged to mist which it
contends give rise to said claim and the documents that Support said
-- ifalm. The Claimant shall either attach copies of said documents to the
- nuke of claim or provide: Respondent with immediate access to the
documents for mspecuon and photocopying.
(2) The nature. extent and dollar amount of the damages sustained or which
.claimant believes in good faith may be sustained
(3) The navies and addresses of all Individuals who have any knowledge of
said lams, together with a statement with respect to each such individual
of the faits that the individual has knowledge of
- (4) The name and address of any third parties who have reviewed said claim
at the request of the Claimant or anyone acting on Claimanrs behalf.
- b. The written notice '. of claim described in paragraph (a) above shall be given by first
class caddied or registered mail - C. Within, forty-five (45) days after the Claimant has mailed the notice of Claim to the
Respondent aspmvided herein, the Claimant and Respondent shall confer and shall
appoint,'. by morsel' agreement a medl in the event that, for any reason
whatsoever, the Claimant and Respondent cannot select mutually acceptable
mediator, a mediator may be appointed '. by any won of competent jurisdiction upon
application of either party,
it - Within a reasonable period after the appointment of the '.. mediator, but in no event
longer than one hundred eighty (180). days thereafter, the alleged claim shall be
submitted to mediation under such' miss and regulations as the immanent shall
specify During the mediation the parties shall, at all times, ad in good faith and
utilize their best efforts to resolve the dispute that is the subject of mediation. -
e In the .event the dispute is not resolved by mediation as provided herein, and
conditioned upon full and good faith compliance with each of the provisions . and
procedures specified herein, then and only then the Claimant may rile dlegal action
In the same manner and sidgect to the same conditions, requirements and limitations
as If mediation had riot occurred.
In the mediation each ps shall bear its Own attorneys' fees, costs and other expenses;
excepi that each party shar oe responsible and pay for one -half of the costs and expenses
Lm.dse Cssubiim rxus
Pq
L-j
In the event that legal action is required, the prevailing parry shall be entideh to
recover all of its casts incurred in connection therewith including, without limitation;
staff time, mud costs, attorneys' fees, consultant and expert witness fees and any
other related expenses. In this regard in order to make the prevail ,�J parry. whole;
the parties acknowledge. and agree that the prevailing parry shall ba oretled W
recover all of its costs Incurred in mnnecbon with . the legal action and shall not be
limited to `reasonable attorneys fees' as defined In any statute or cote of court; :.
Jobsite Safety
Converse shall be responsible for its acuwty .. and that of Its employees on the Side.
This shall not be construed: to relieve the lClient, its general contractor or any
subcontractor of their obligation to maintain asafe jobsile.
Neither the pmtessanal activities nor the presence of Converse or its employees and
subcontractors shall be understood to codrol the operations of others, not shall it be
construed to be an acceptance of the responsibility forjoosim safety,
Converse will not direct supervise or lay out the work of the Client, connector, of any
Subcontractors. Converses services will not include a review or evaluation of the!
adequacy of the mniractoys $story measures on or near the She.
Schedules
Unless otherwise specified in the agreement,. Convene shall be oblgahsd lo perform;
wilhin a reasonable period to time. Converse shall riot be responsible for delays in
the completion of its services'.. created by reason of any "unforesemble cause or
causes beyond the control andlor without ire fault or negligence of Coni
including but not restricted to acts of God or the public enemy, acts of the`..
Government i f the United States or of the several states or,any, (omign muniry, or
any of them acting in their smote , 'd capacity, acts of other ooatradom with ,Cfient.
rim, floods, epidemics, rats: quarantine resmctions, studies, civil insurrections freighti.
embargoes, and unusually severe weather. i
Should completion of any portion of the services to be - rendered byq Converse. be'
delayed beyond the estimated date of completion for any reason which is beyond the
cannot of or without default or negligee" of Convene then and in that event Client'..
and Converse shall muhrally agree on the terms and condiians upon which the
services may be continued or terminated
Invoices
Converse shall submit monthly progress invoices to Client, and a final bid shall be
submitted upon completion of the services. Within thirty (30) days after rece,pl of an
irnoice,Cnor shall pay the lull amount of the Invoice I1I Client objects to all or. any.
ponanbf any Invoice; it shall so notify Converse of the same within fifteen (15) days.
from me data of mrnipt of said invoice and shall pay that portion of the invoice not in -
dispute, and the parties shall immediately make every effort to settle. the disputed:
portion of the invoice.
If Client fails to make payment within thirty (30) days after receipt of an invoice) then
Client shad pay an additional monthlyservice charge of one and chehad, pea rcent I
gn all such anmunts celsraniff ..The adtlitanal chage shall not at'ply. to
a nd isputed "omen of any mvorce resolved inlavor of Client In the even) Client
tars to pay .any undlsputed:'..8 noun[ lo. Converse when due, Converse: may
Immediately cease work until said payment Iogeiher "In service charge at the rule
of 1Y. %per month, as specified above; -fmm me due dafe•It been received
Further, Converse may, al its sole option and denstri n, refuse to Panama any
further work irrespective of payment from Client
In the event that all or any pinion of the 1% % service charge provided for herein is
deemed to bean interest chaf�e, then and in torment said interest charge shall be
limited to the maximum Smarm legally allowed by law.
Insurance . -.
Converse represents that it now carries; and will cord nue to csrcy during the term of
pie contract to which. these' General Conditions are a part'. Workers Camppansation
insurance and that, it requested Converse shall provide 10 Client cemicates as '...
evidence of the afcmmenuoned insurance. - -
Assignments
Client .. shad: not assign this contract or any ppoortion thereof to any other person or
.entity Wd oul'the express written consent ol,Converse Nothing contained in the
contract. or any part thereof shall be conslnied (o create a rghl in any third party
whomsoever, and nothing '.. herein shall more to the banelit of any third parry,
Governing Law
These General Conditions shall be governed by and construed under the laws of the
State of California.
CONVERSE CONSULTANTS
Schedule of Fees
Environmental Personnel
Introduction ['
It is the objective of Converse Consultants to provide its clients with qualify professional and technical services and acontinuing source of
professional advice and opinions': -: Services will be performed in a manner consistent with that level lofcare and skill ordinarily exercised by -
members of the profession currently practicing in the same locality under similar conditions This fee schedule is valid through January 31,
2007,
Hourly Charges for Personnel=
Staff assignments will depend on personnel :availability, job complexity, project site location and experience level required to satisfy the
.technical requirements of [he project and to meet' the, prevailing standard of professional care.
Field Technical Services
Soils Technician: S61
Senior Soils Technician - - 71
Supervisory Soils Technician 86
Professional Services (Field and Office) ,
-. Staff Professional - 866 --
Senior Staff Professional 76
Project Professional' 95
Senior Professional - 115
Principal Professional 140
Principats1consultants - 170
..Office Support
ClericalMlord Processing $56
Draffing : '61
CAD OperatortDraffing Manager 70
Ali overtime charge of 50 percent rt the above hourly rates (excluding Professional Services) will be added for time in excess of eight hours
per day at the job site and for all time on Saturdays. Sundays and holidays. Travel lime to and from the job site will be charged at the hourly
rates for the appropriate personnel -
Expenses
1. Exploration expenses (drilling trenching, etc) are charged at cost plus fifteen percent
2. Travel and subsistence expenses (transpodaiion, room'anil board . etc.) for individuals oil projects requiring travel and/or living ,
away from a principal office are charged at cost plus fifteen percent -
3. Automobile and truck expenses are charged at cost plus fifteen percent (rentals) or at a rat
c of fifty cents per mile for company, -
owned vehicles traveling bolweOrl principal office and project -
4. Other out -of- pocket direct project expenses (aerial photos, long- dislanco telephone calls, permits outside printing services tads r
etc.) are charged at cost plus fiftew= percent.
'Invoices
- - 1_ involms will be submitted to the Client on a monthly basis, and a final bill will be submitted upon completion of services.
2. Payment is due upon presentation at invoice and is past -due shiny days from invoice date. In the event Client fails to make any
'payment to Converse when due Converse may immediately Cease work hereunder until said payment, together with a service
charge at t -the rate of eighteen percent per anrrurn (ou( not emy- ,eding the maximum allowed by law) from the due date, has beer
received, Further Converse may at its sale option and discretion refuse to perform any further work irrespective of payment from
Client in the event Client falls to pay Converse for services whon said payments are due.
3. 'Client shall pay attorneys' fees or other costs incurred in coileclmg any delinquent amount
General Conditions
The terms and provisions of the Converse General Conditions are incorporated into this fee schedule as though set forth in full. If a copy of
the General Conditions aces not accompany this lee schedule, Client should request a copy from this office