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HomeMy WebLinkAboutC-1818 p ia - 3 � ARCADIA REDEVELOPMENT AGENCY PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. ,^ � This Agreement is made and entered into this/ 1'r l day of A/b1'e h-ex ;2001 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 ("the Agency") and IT Corporation, a California corporation,with its principal place of business at 3452 E. Foothill Boulevard, 9th Floor, Pasadena, CA 91107-3159 ("Consultant"). The 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 environmental/toxic assessment and remediation services to public clients,is licensed in the State of California, and is familiar with the plans of the Agency. 2.2 Project. The 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 Scope 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 environmental/toxic assessment and remediation 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 October 2, 2001 to December 31, 2002, unless earlier terminated as provided herein. Consultant shall complete the RVLIT/D1J618944 1 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. The 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 the 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, the Agency shall respond to Consultant's submittals in a timely manner. Upon request of the 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 approval of the Agency. 3.2.4 Substitution of Key Personnel. Consultant has represented to the 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 written approval of the Agency. In the event that the Agency and Consultant cannot agree as to the substitution of key personnel, the Agency shall be entitled to terminate this Agreement for convenience. 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: Stuart Michener, Diana Buchan, and Gary Pestana. 3.2.5 The Agency's Representative. The Agency hereby designates the Agency's Attorneys, Best Best & Krieger LLP, to act as its representative for the performance of this Agreement (the "Agency's Representative"). All Project discussions and work products are privileged and confidential. The Agency's Representative shall have the power to act on behalf of RVLIT/DU618944 2 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 its designee. 3.2.6 Consultant's Representative. Consultant hereby designates Stuart Michener, 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 the Agency staff in the performance of Services and shall be available to the 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. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. 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 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 Agency, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold the 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 by Consultant or alleged failure by Consultant to comply with such laws, rules or regulations. RVLIT/DU618944 3 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 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 Consultant that the subcontractor has secured insurance which Consultant deems necessary and appropriate given the scope of work being performed by the subcontractor. 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 or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3)Workers'Compensation and Employer's Liability:Workers'Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. 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 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. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure, 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,agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf RVLIT/DL/618944 4 • 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, 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. (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 suspended,voided,reduced or • canceled except after thirty(30)days prior written notice by certified mail,return receipt requested, has been 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. 3.2.10.5 Separation oflnsureds;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 ofprotection afforded to the Agency, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best's rating no less than A:VIII,licensed to do business in California, and satisfactory to the Agency. 3.2.10.7 Verification of Coverage. Consultant shall furnish the Agency with original 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, RVLIT/DU618944 5 and shall be on forms provided by the Agency if requested. All certificates and endorsements must be received and approved by the Agency before work commences. 3.2.11 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. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation,including authorized reimbursements, 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 Four Thousand Four Hundred Fifty Dollars($4,450)without written approval of the Agency's Executive Director. Extra Work maybe 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 the 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. The Agency shall, within 30 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 authorized in writing by the Agency. 3.3.4 Extra Work. At any time during the term of this Agreement,the Agency may request that Consultant perform Extra Work. As used herein,"Extra Work"means any work which is determined by the 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 written authorization from the 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 RVLIT/DU618944 • 6 be clearly identifiable. Consultant shall allow a representative of the 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. The 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 for cause, Consultant shall be compensated only for those services which have been adequately rendered to the Agency, and Consultant shall be entitled to no further compensation. Upon termination without cause or for convenience, Consultant shall be compensated for those services which have been adequately rendered to the Agency, and for any actual and reasonable costs of termination. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein,the 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,the 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: IT Corporation 3452 E. Foothill Boulevard, 9th Floor Pasadena, CA 91107-3159 Attn: Stuart Michener RVLIT/DL/618944 7 The Agency: Arcadia Redevelopment Agency 240 West Huntington drive Arcadia, CA 91066-6021 Attn: Don Penman, Development Services Department 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 the 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 the Agency 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 Agency. The 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 the Agency's sole risk. 3.5.3.2 Confidentiality. 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 the 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 the 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 the 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. RVLIT/Dll6I 8944 8 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reason- able attorney's fees and all other costs of such action. 3.5.6 Indenmification. 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,to the extent arising out of or incident to any alleged negligent 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. 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 the Agency, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Agency or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the 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. Notwithstanding any other provision herein,IT shall not be responsible for any incidental,indirect, or consequential damages (including loss of profits) incurred by the Agency for which the Agency may be liable to any third party occasioned by Services performed hereunder or by application or use of reports or other work performed hereunder. 3.5.7 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. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 The Agency's Right to Employ Other Consultants. The Agency reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 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 RVLIT/DU618944 9 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. 3.5.13 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 the 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. 3.5.14 Amendment;Modification. No supplement,modification,or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 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. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 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. 3.5.18 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,the Agency shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of the Agency, during the term of his or her service with the Agency, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 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 or age. Such non-discrimination shall include,but not be limited to, all activities related to initial employment, RVLIT/D1J618944 10 upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of the Agency's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 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. 3.5.21 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. 3.5.22 Counterparts. This Agreement maybe 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 the Agency. Subcontracts,if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. ARCADIA REDEVELOPMENT AGENCY IT CORPORATION By: b` A By. � GCJ� William R. Kelly Stuart Michener Executive Director Project Manager 1 D 1 4-1 o Attest: Approved as to Form: A 14,4.41/ /7 (/-7 / j.6/ ncy Secretary Stephen P. Deitsch Agency Attorney RVLIT/DU618944 11 EXHIBIT "A" SCOPE OF SERVICES-ENVIRONMENTAL(TOXICS) ASSESSMENT AND REMEDIATION IT CORPORATION Phase 1 - Preliminary Budget The Consultant shall prepare an Environmental Assessment(Phase I ESA),by property ownership of five parcels abutting Morlan Place, generally in accordance with ASTM standards for environmental assessments (but without physically inspecting each property). The report shall be prepared in three(3)copies and provided to the Agency pursuant to the Schedule of Performance. The report shall include a discussion of the probability of asbestos contaminated materials (ACM) in each of the buildings on the site based upon the Consultant's expertise in remediating similar buildings in Los Angeles County. The Consultant shall meet with City staff in two 2-hour meetings: a) at Notice to Proceed; b) at submittal of the report. Phase 2 - Sampling and Testing; Preparation of Report Upon written Notice to Proceed from the Agency, the Consultant shall take samples on the site and/or in the buildings to assess the presence, if any, of hazardous/toxic materials or asbestos contaminated materials, as these are defined in CERCLA, RCRA, and State law and regulations. The Consultant shall, based upon its Phase 1 analysis, and the results of the sampling and testing, prepare a scope of work, schedule and cost for this Phase 2 work. Phase 3 -Remediation Depending on the findings of the Phase 2 sampling, testing, and analysis, the Consultant shall prepare a scope of work, schedule and cost for any remediation. The Agency reserves the right to seek bids for any remediation work, and to award the remediation work to another consultant/contractor. RVLIT/DU6I 8944 A-1 EXHIBIT "B" SCHEDULE OF PERFORMANCE ENVIRONMENTAL ASSESSMENT IT CORPORATION Phase 1 Date 1. The Agency shall forward the Agreement to the Consultant 09/20/01 for signature 2. The Consultant shall forward the executed Agreement with the 09/28/01 required insurance to the Agency 3. The Consultant shall attend the initial orientation meeting 10/02/01 on the project;Notice to Proceed 9:30 a.m. 4. The Consultant shall submit the Preliminary Budget Report 60 days (3 copies) to the Agency Phase 2 - Sampling,Testing, Report The Consultant shall take samples, conduct tests, and prepare a report 60 days (3 copies) following the acceptance by the Agency of the estimated costs for the Consultant to provide this service (and assuming property/business owner cooperation) TBD Phase 3 -Remediation This will depend upon the nature and extent of the hazardous waste/toxics and/or asbestos RVLIT/DU618944 B-1 EXHIBIT "C" COMPENSATION-ENVIRONMENTAL ASSESSMENT • IT CORPORATION Consultant shall perform Phase 1 of the work in Exhibit A on a time-and-materials basis for an estimated cost of$4,450.00. Consultant shall carefully track expenditures on this work and, if it becomes apparent that the actual costs will exceed this estimate,the Agency Representative will be promptly contacted for direction. All charges will be invoiced in accordance with the attached Category Rate Schedule(Exhibit C-1). Phase 1 -Preliminary Budget $4,450 Phase 2 - Sampling&Testing to be determined Phase 3 -Remediation to be determined RVLIT/DU618944 C-1 10/40/01 WED 15:35 FAX 949661)"11,2 IT CORPORATION I]004 IT Corporation Exhibit C-1 Category Rate Schedule April 1, 1995 Numbery Typical Category Function Rata Assistant Environmental Technician $37.00 Driller Field/Administrative Support 2 Environmental Technician I $44.00 Administrative Support II 3 Environmental Technician II $5330 Technical Assistant CAD Operator I Assistant Driller 4 Staff Engineer/Scientist $64.0 Environmental Technician III Project/Laboratory Administrator I Driller/Equipment Operator I 5 Project Engineer/Scientist I $72.00 Operations Supervisor I Senior Laboratory/Environmental Technician Cast Estimator I CAD Operator II Equipment Operator 11 6 Project Engineer/Scientist II $80.00 Project/Laboratory Administrator II Health&Safety/QA-QC Specialist I Field Analytical Specialist/Field Project Engineer I Foreman/Operations Supervisor II Driller II/Equipment Operator III • 7 Project Engineer/Scientist III $89.50 Field Analytical Specialist/Field Project Engineer II Cost Estimator II Senior Operations Supervisor/Master Driller 8 Project Engineer/Scientist IV $98.00 Project/Laboratory Administrator III Senior Field Project Engineer Field Analytical Specialist III Data Management Specialist I 9 Project Engineer/Scientist V $106.00 Senior Field Analytical Specialist Data Management Specialist II Health&Safety/QA-QC Specialist II Superintendent 10 Project/Laboratory Manager I $116.00 Senior Project Engineer/Scientist Senior Laboratory/Project Administrator Senior Data Management Specialist Senior Cost Engineer 11 Project/Laboratory Manager II $129.00 Staff/Technical Consultant General Superintendent Senior Health&Safety/OA-QC Specialist Cost Estimating Manager 12 Senior Project/Laboratory Manager $139.00 13 Project/Laboratory/Program Director $150.00-$400.00 Senior Staff/Technical Consultant (See Terms and Conditions on reverse side.) IT Corporation is a wholly owned subsidiary of The IT Group. "; 10/40/01 WED 15:35 FAX 9496605382 IT CORPORATION l]005 1. `ti `1 • 1 TERMS AND CONDITIONS 1.0 Personnel Charges 3.0 Travel and Living Expenses 1.1 Personnel time charges for technical, management, 3.1 Travel expenses for transportation (including mileage and direct project clerical and administration support reimbursement)and lodging expenses will be charged at activities will be invoiced according to the applicable actual cost plus 15%. Category Rate. 3.2 Meals and incidental expenses will be charged at a 1.2 All time is rounded to the nearest one-half hour. pre-determined daily rate(based on location) plus 15%. 1.3 All field labor and equipment are subject to a four(4) 3.3 Long-term,on-site project personnel are permitted to hour minimum charge and are charged portal-to-portal, return home every three(3)weeks.These travel IT's facility. expenses will be invoiced at cost plus 15%. 1.4 All temporary(contract)personnel located at IT 4.0 Other Charges facilities or working under IT supervision will be charged 4.1 Microcomputer and text processing equipment is at the applicable Category Rate. invoiced at$15 per connect hour, rounded to the nearest 1.5 Personnel time charges for travel within the half hour. continental United States are invoiced at the applicable 4.2 Charges for other equipment will be invoiced in Category Rate up to a maximum of eight(8)hours per accordance with ITs Equipment Rate Schedule. day each way. International travel is charged at the actual time incurred. 4.3 Special services such as computer/CAD design 2.0 Premium Charges services,reprographics and drilling are available,and r9 pricing will be provided upon request. 2.1 The Category Rate Schedule applies for all hours worked by exempt(salaried) personnel. 5.0 Reimbursable Expenses 2.2 The Category Rate Schedule applies to the first eight All project-related expenses including materials, (8) hours worked by salaried non-exempt and hourly purchased equipment,subcontractor costs,fees,duties, ( ) hours worked b sale hours and empt hours, urly deposits,tolls,weight certificates, special permits and P Monday applicable federal, state,county, city taxes or surcharges through Friday. and other costs incurred specifically for the project will be 2,2.1 A premium equal to 30%of the applicable invoiced at cost plus 15%. Category Rate will be charged for all hours worked by salaried non-exempt and hourly personnel; • Exceeding eight(8)hours per day; or • Exceeding forty(40)hours per week; or • Between 1700 hours one day and 0700 hours the next day;or • On Saturday. 2.2.2 A premium equal to 70%of the applicable Category Rate will be charged for all hours worked by salaried non-exempt and hourly personnel on Sundays and holidays(9 holidays per year defined annually by IT policy or holidays per applicable union agreements), 2.3 Emergency Response Premium All emergency response personnel time(salaried and hourly)is charged at 1.6 times the applicable Category Rate. 2.4 Expert testimony,including testimony about the nature or extent of IT's services,preparation and standby, is charged at 2.0 times the applicable Category Rate. 2.5 After the applicable premium is applied,the Category Rates are rounded to the nearest dollar.