HomeMy Public PortalAboutAgreement_2021-08-25 to 2022-06-30_Lead Tech Environmental_Home Improvement Program Lead Abatement_21-003AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
LEAD TECH ENVIRONMENTAL,
a California corporation
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AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
LEAD TECH ENVIRONMENTAL
This Agreement for Services ("Agreement") is entered into as of this 25th day of
-August-� 20£1 by and between the City of Temple City, a municipal
corporation ("City") and Lead Tech Environmental , a California Corporation
("Service Provider"). City and Service Provider are sometimes hereinafter individually
referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought, by information quote the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Prov ider, following submission of a Fee Schedule for the
performance of the services defined and described particularly in Section 2 of this
Agreement, was selected by the City to perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to
enter into this Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire th.at the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants
made by the Parties and contained here and other consideration, the value and
adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the Term of this Agreement shall perform all services set forth in Exhibit "A"
from the execution date of this Term of Agreement, effective August 25, 2021 through
June 30, 2022.
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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A." Should the Services not be completed pursuant to
that schedule, the Service Provider shall be deemed to be in Default of this Agreement.
The City, in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Provider to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 28 "Administration and Implementation" or Section 30 "Amendment" of this
Agreement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services. Additional services shall be provided in
accordance with the Fee Schedule attached to Exhibit "B".
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part
of this Agreement by this reference. The total compensation, including reimbursement
for actual expenses, shall not exceed Twenty Thousand dollars ($ 20,000 ), unless
additional compensation is approved in writing in accordance with Section 28
"Administration and Implementation" or Section 30 "Amendment" of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall
detail charges by the following categories: labor (by sub -category), travel, materials,
equipment, supplies, and subcontractor contracts. Subcontractor charges shall be
detailed by the following categories: labor, travel, materials, equipment and supplies. If
the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on
an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor
category in each invoice shall include detailed descriptions of task performed and the
amount of time incurred for or allocated to that task. City shall independently review
each invoice submitted by the Service Provider to determine whether the work
performed and expenses incurred are in compliance with the provisions of this
Agreement. In the event that no charges or expenses are disputed, the invoice shall be
approved and paid according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by City, the original invoice shall be returned by City
to Service Provider for correction and resubmission.
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(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause
Service Provider to be paid within forty-five (45) days of receipt of Service Provider's
correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Service
Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Service Provider's work by City shall not constitute a waiver of
any of the provisions of this Agreement including, but not limited to, Section 18
"Indemnification" and Section 19 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or
otherwise disposed of by City without the permission of the Service Provider. Upon
completion, expiration or termination of this Agreement, Service Provider shall turn over
to City all such original maps, models, designs, drawings, photographs, studies,
surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents prepared, developed or discovered by
Service Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of
this Agreement shall not extend to such use of the maps, models, designs, drawings,
photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work,
services, expenditures and disbursements charged to City pursuant to this Agreement.
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Any and all such documents or records shall be maintained in accordance with
generally accepted accounting principles and shall be sufficiently complete and detailed
so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies
of such documents or records shall be provided directly to the City forinspection, audit
and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at Service
Provider's address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business, City may, by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City, as well as to its successors -in -interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers, officials, employees
or agents of City, shall have control over the conduct of Service Provider or any of
Service Provider's officers, employees, or agents except as set forth in this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Service Provider's officers, employees, or agents are in .any manner officials,
officers, employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers,
employees or agents, shall obtain any rights to retirement, health care or any other
benefits which may otherwise accrue to City's employees. Service Provider expressly
waives any claim Service Provider may have to any such rights.
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SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Service Provider shall
at all times faithfully, competently and to the best of its ability, experience and talent,
perform all Services. In meeting its obligations under this Agreement, Service Provider
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section, additional specific standards of performance and performance criteria
may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service
Provider's work under this Agreement. Where there is a conflict between a general and
a specific standard of performance or performance criteria, the specific standard or
criteria shall prevail over the general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City, nor any elected or appointed boards, officers, officials,
employees or agents of City, shall be liable, at law or in equity, as a result of any failure
of Service Provider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing
wage laws do. not apply to this Agreement because the Agreement does not involve any
of the following services subject to prevailing wage rates pursuant to the California
Labor Code or regulations promulgated thereunder: Construction, alteration, demolition,
installation, or repair work performed on public buildings, facilities, streets or sewers
done under contract and paid for in whole or in part out of public funds. In this context,
"construction" includes work performed during the design and preconstruction phases of
construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Executive Order 11246 requires that during the performance of this Contract, the
consultant agrees not to discriminate against any employee or applicant for employment
because of race, religion, sex, color, or national origin. The consultant will take
affirmative action to ensure that applicants are employed, and that employees are
treated during employment, without regard to their race, religion, sex, color, or national
origin. Such action shall include, but not limited to, the following: employment
upgrading, demotion or transfer: recruitment or recruitment advertising: layoff or
termination: rates of pay or other forms of compensation: and selection for training,
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including apprenticeship. The consultant agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided by the
consultant setting forth the provisions of this nondiscrimination clause.
SECTION 13. COUNTY LOBBY CERTIFICATION.
It is understood that each person/entity/firm who applies for a Community
Development Commission contract, and as part of that process, shall certify that they
are familiar with the requirements of the Los Angeles County Code Chapter 2.160, (Los
Angeles County Ordinance 93-0031) and; that all persons/entity/firms acting on behalf
of the above named firm have and will comply with the County Code, and; that any
person/entity/firm who seeks a contract with the Community Development Commission
shall be disqualified there from and denied the contract and, shall be liable in civil
action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity
acting on, behalf of the above named firm fails to comply with the provisions of the
County Code.
SECTION 14. TERMINATION FOR FAILURE TO COMPLY WITH FEDERAL
AND COUNTY LOBBYIST REQUIREMENTS.
Failure on the part of the Service Provider and/or its Lobbyist(s) to fully comply
with said Federal and County Lobbyist Requirements shall constitute a material breach
of the Contract upon which the County may immediately terminate this Contract, and
the Service Provider shall be liable for any and all damages incurred by the County
and/or any Federal agency as a result of such breach
SECTION 15. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq. as
amended, and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should Service Provider so employ such unauthorized aliens for the
performance of the Services, and should the any liability or sanctions be imposed
against City for such use of unauthorized aliens, Service Provider hereby agrees to and
shall reimburse City for the cost of all such liabilities or sanctions imposed, together with
any and all costs, including attorneys' fees, incurred by City.
SECTION 16. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services. Service Provider further covenants that in the
performance of this Agreement, no person having any such interest shall be employed
by it as an officer, employee, agent or subcontractor without the express written consent
of the City Manager. Service Provider agrees to at all times avoid conflicts of interest or
the appearance of any conflicts of interest with the interests of City in the performance
of this Agreement.
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(b) City understands and acknowledges that Service Provider is, as of the
date of execution of this Agreement, independently involved in the performance of non -
related services for other governmental agencies and private parties. Service Provider
is unaware of any stated position of City relative to such projects. Any future position of
City on such projects shall not be considered a conflict of interest for purposes of this
section.
(c) City understands and acknowledges that Service Provider will, perform
non -related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 17. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such
information is in the public domain or already known to Service Provider. Service
Provider shall not release or disclose any such information or work product to persons
or entities other than City without prior written authorization from the City Manager,
except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Service Provider gives City notice of such court order
or subpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this
Agreement, then City shall have the right to reimbursement and indemnity from Service
Provider for any damages, costs and fees, including attorneys' fees, caused by or
incurred as a result of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider , its
officers, employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. City retains the right, but
has no obligation, to represent Service Provider or be present at any deposition, hearing
or similar proceeding. Service Provider agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided
by Service Provider. However, this right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response.
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SECTION 18. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind, whether actual, alleged or threatened, including attorneys fees and
costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, any negligent or
wrongful act, error or omission of Service Provider, or by any individual or entity for
which Service Provider is legally liable, including but not limited to officers, agents,
employees or sub -contractors of Service Provider, in the performance of professional
services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorneys fees and costs, court costs, interest, defense costs, and
expert witness fees), where the same arise out of, are a consequence of, or are in any
way attributable to, in whole or in part, the performance of this Agreement by Service
Provider or by .any individual or entity for which Service Provider is legally liable,
including but not limited to officers, agents, employees or sub -contractors of Service
Provider.
(c) Indemnification from Subcontractors. Service Provider. agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this
section from each and every subcontractor or any. other person or entity involved by, for,
with or on behalf of Service Provider in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider
agrees to be fully responsible according to the terms of this section. Failure of City to
monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth herein is binding on the successors, assigns or heirs of
Service Provider and shall survive the termination of this Agreement or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design
professional to claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the design
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professional. The term "design professional," as defined in Section 2782.8, is limited to
licensed architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the California Business and Professions
Code.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
SECTION 19. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager. Service Provider agrees to provide City
with copies of required policies upon request.
SECTION 20. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider
under this Agreement. In recognition of that interest, Service Provider shall not assign
or transfer this Agreement or any portion of this Agreement or the performance of any of
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all
remedies at law or in equity, including termination of this Agreement pursuant to Section
20 "Termination of Agreement." City acknowledges, however, that Service Provider, in
the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 21. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff
and sub -contractors, if any, assigned to perform the Services prior to and during any
such performance.
SECTION 22. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event
such notice is given, Service Provider shall cease immediately all work in progress.
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(b) Service Provider may terminate this Agreement for cause at any time
upon thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation
under this Agreement, then, in addition to any other remedies, either Service Provider,
or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession, shall
be returned to City. Service Provider shall furnish to City a final invoice for work
performed and expenses incurred by Service Provider, prepared as set forth in Section
4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 23. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment
on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some
or all of the outstanding invoices during the period of default. If Service Provider does
not cure the default, the City may take necessary steps to terminate this Agreement
under Section 22 "Termination of Agreement." Any failure on the part of the City to give
notice of the Service Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 24. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God,
acts of the public enemy, acts of federal, state or local governments, acts of City, court
orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The
term and price of this Agreement shall be equitably adjusted for any delays due to such
causes.
SECTION 25. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the
Services shall be furnished to Service Provider in every reasonable way to facilitate,
without undue delay, the Services to be performed under this Agreement.
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SECTION 26. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City:
City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: Lead Tech Environmental
Attn: Steven Denzler, President
2348 Camino Robledo
Carlsbad, California 92009
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 27. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 28. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 30 "Amendment" and the City
Manager's contracting authority under the Temple City Municipal Code.
SECTION 29. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 30. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Temple City Municipal Code. All other
amendments shall be approved by the City Council. The Parties agree that the
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requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
SECTION 31. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or services
by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 32. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Los Angeles, California. Inthe
event of litigation in a U.S. District Court, venue shall lie exclusively in the Central
District of California, in Los Angeles.
SECTION 33. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses; in
addition to any other relief to which it may be entitled.
SECTION 34. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether
oral or written, or entered into between Service Provider and City prior to the execution
of this Agreement. No statements, representations or other agreements, whether oral
or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 35. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 36. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date and year first -above written.
CITY OF TEMPLE CITY
7--
BryanCook
City Manager
ATTEST:
Peggy Ku
City Clerk
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APPROVED AS TO FORM
Greg Mtfrph
City Attorney
CONTRACTOR:
By'
(Authorized Officer)
Name:
Title.
Si ea
cemcz-
(2nd signature required if
Corporation, Incorporation or
Limited Liability Corporation)
(Authorized Officer)
Name: 11\‘1--- ,41 mAf s
Title. 0
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 1111 �Date
personally appeared
, 2021 before me, -Gtn i f►Vlc4llot mcioY1) NO -TIN Rid l C -
Name nd I le thcer (e.g. 'Jane Doe, Nttary F ubllc")
Sttpot I Pteii t he i' d- / I I s o o-1 /rowers
FRANC DRIANA ASUNCION
COMM. 11 2347978
NOTARY PU9LIC•CALIFORNIA IA
SAN Ditao County
MY COMM. EXP. REA. 19, 202511
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and offie'.I seal.
OPTIONAL
gnat. e of otary Public
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual
Corporate Officer
Partner(s)
Title(s) Title or Type of Document
Limited
General
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
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Number Of Pages
Dale Of Document
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 20 before me,
Date
personally appeared
Name And I itle Ut Officer (e.g. Jane Doe, Notary Public")
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
Title(s)
Partner(s)
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Limited
General
Signer is representing:
Name Of Person(s) Or Entity(ies)
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
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EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
A. Conduct Asbestos Contained Material Comprehensive Pre -Rehabilitation
Surveys and produce Asbestos Contained Material Clearance Testing
Reports for up to 15 properties participating in the City's Home
Improvement Program.
B. Produce up to 15 Asbestos Contained Material Closeout Reports for
properties participating in the City's Home Improvement Program.
C. Conduct Lead Based Paint Comprehensive Surveys and produce Lead
Based Paint Clearance Testing Reports for up to 15 properties
participating in the City's Home Improvement Program.
Produce up to 15 Lead Based Paint Closeout Reports for properties
participating in the City's Home Improvement Program.
Additional asbestos or lead testing services, if any, shall be done as
provided in Section 3 and the Fee Schedule attached to Exhibit "B".
II. As part of the Services, Service Provider will prepare and deliver the following
tangible work products to the City:
A. Provide Asbestos and/or Lead Testing for areas that will be disturbed as
part of rehabilitation work.
B. Provide Asbestos and/or Lead Survey Reports for areas tested.
C. Provide Asbestos and/or Lead Closure Reports for abatement work.
D.
III. During performance of the Services, Service Provider will keep the City
appraised of the status of performance by delivering the following status reports:
A.
B.
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C.
D.
IV. The tangible work products and status reports will be delivered to the City
pursuant to the following schedule:
A. Providing Asbestos and/or Lead Based Paint Survey and Closure Reports
within 5 working days of samples taken for testing.
B.
V. Service Provider will utilize the following personnel to accomplish the
Services:
A. Steven Denzler, Project Manager
B. Michael Kuretich, Project Monitor and Inspector
C. Rolando Mireless, Lead Technician
D. Monica Marathe, Inspector, Project Designer, and Project Monitor
VI. Service Provider will utilize the following subcontractors to accomplish the
Services:
A.
C.
D.
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E.
EXHIBIT "B"
COMPENSATION
I. Service Provider shall use the following rates of pay in the performance of the
Services:
A. Comprehensive Asbestos Testing and Survey Report - $275, plus $10 for
each sample, or $499, whichever is less.
B. Asbestos Clearance Testing and Closure Report - $250.
Comprehensive Lead -Based Paint Testing and Survey Report - $300, plus
$15 for each sample, or $499, whichever is less.
Lead -Based Paint Clearance Testing and Closure Report - $250.
Fees for additional Asbestos or Lead -Based Paint Testing services
required by the federal law, see Exhibit B's Fee Schedule.
II. Service Provider may utilize subcontractors as indicated in this Agreement.
The hourly rate for any subcontractor is not to exceed $ 100 per hour without
written authorization from the City Manager or his designee.
IV. The total compensation for the Services shall not exceed $ 20,000 , as
provided in Section 4 "Compensation and Method of Payment" of this Agreement.
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Contractor: Lead Tech Environmental
SECTION I
ASBESTOS AND LEAD CONSULTING SERVICES (DEFINED WORK)
NO.
TASKS
COST FOR A SINGLE
UNIT PROPERTY
ASBESTOS CONTAINED MATERIAL (ACM)
1
ACM Limited AHERA Pre -Rehabilitation Survey
(SOW Section 3.1.2)
$360.00/EA
2
ACM Comprehensive AHERA Pre -Rehabilitation
Survey (SOW Sections 3.1.1 & 3.1.3)
$499.00/EA
3.
ACM Comprehensive AHERA Pre -Demolition Survey
(SOW Sections 3.1.1, 3.1.2 & 3.1.3)
$499.00/EA
4.
ACM Clearance Testing / Closeout Report (SOW
Section 3.1.9)
$250.00/EA
LEAD BASED PAINT (LBP)
1
LBP Visual or Limited Survey Report (SOW Sections
3.2.3 & 3.2.5)
$265.00/EA
2.
LBP Risk Assessment Report (SOW Sections 3.2.1)
$399.00/EA
3.
LBP Comprehensive Report (SOW Section 3.2.4)
$499.00/EA
4
LBP Clearance Testing / Closeout Report (SOW
Sections 3.2.16-18)
$400.00/EA
17
Asbestos and Lead Consulting Services Fee Schedule
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SECTION II
OTHER ASBESTOS AND LEAD CONSULTING SERVICES
NO.I
TASKS
I
COST
ASBESTOS CONTAINED MATERIAL (ACM)
1
Asbestos Bulk Sample, typical Turn -Around -Time
(TAT). Consultant specifies TAT here: 3 DAYS.
$10.00/EA
2.
Asbestos Bulk Sample: RUSH (24 -hr. TAT).
$14.00 EA
3
Prepare Project Design and Abatement
Specifications, when requested.
$250.00/EA
4
Attend on -site pre -abatement conference, when
requested.
$125.00/EA
5.
Attend pre -abatement conference, when requested.
$125.00/EA
6.
Site monitoring including all on -site air sampling and
report (1/2 day = 4 hours).
$250.00/4-HRS
7
Site monitoring including all on -site air sampling and
report (Full day = 8 hours).
$480.00/8-HRS
8.
Clearance Testing: Lab PCM
$10.00/EA
9.
Clearance Testing: Lab TEM
$60.00/EA
10.
Certified Industrial Hygienist: Standard
$150.00/HR
11.
Certified Industrial Hygienist: Overtime
$225.00/HR
12.
Project Management: Standard
$75.00/HR
13.
Project Management: Overtime
$105.00/HR
14.
Certified Site Surveillance Technician: Standard
$60.00/HR
15.
Certified Site Surveillance Technician: Overtime
$80.00/HR
16.
Asbestos Bulk Sample, typical Turn -Around -Time
(TAT). Consultant specifies TAT here: 3 DAYS.
$10.00/EA
17.
Asbestos Bulk Sample: RUSH (24 -hr. TAT).
$14.00/EA
18.
Prepare Project Design and Abatement
Specifications, when requested.
$250.00/EA
18
Asbestos and Lead Consulting Services Fee Schedule
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EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by Service Provider, its
agents, representatives or employees. Insurance is to be placed with insurers with a
current A.M. Best's rating is an assigned policyholders' Rating of A (or higher) and
Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service. Provider shall
provide the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad
as:
X Commercial General Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
Automobile Liability. Service provider shall maintain automobile insurance at
least as board as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Service Provider arising out of or in
connection with work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles.
Workers' Compensation. Workers' Compensation Insurance (Statutory Limits)
and Employer's Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Service
Provider and all risks to such persons under this Agreement.
Professional (Errors and Omissions) Liability. Professional liability insurance
appropriate to the Service Provider's profession. This coverage may be written
on a "claims made" basis, and must include coverage for contractual liability.
The insurance must be maintained for at least three (3) consecutive years
following the completion of Service Provider's services or the termination of this
Agreement. During this additional three (3) year period, Service Provider shall
annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the
Services to be performed in connection with this Agreement. Any policy
inception date, continuity date, or retroactive date must be before the effective
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date of this agreement and Service Provider agrees to maintain continuous
coverage through a period of no less than three years after completion of the
services required by this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $1,000,000 per occurrence,
$2,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $1,000,000 combined
single limit for each accident.
(3) Workers' Compensation. Workers' Compensation as
required by the Labor Code of the State of California of not less than $1,000,000 per
occurrence and Employer's Liability Insurance with, limits of at least $1,000,000.
(4) Professional Liability. $1,000,000 per claim and in the
aggregate.
B. Other Provisions. Insurance policies required by this. Agreement shall
contain the following provisions:
1. All Policies. Each insurance policy required by this Agreement
shall be endorsed and state the coverage shall not be suspended, voided, cancelled by
the insurer or either Party to this Agreement, reduced in coverage or in limits except
after 30 days' prior written notice by certified mail, return receipt requested, has been
given to City.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers,
• officials, and employees and volunteers are to • be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials, or employees.
R[V //4838-6958-3880 v3
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C-2
(2) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
(3) Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains
to a given issue and is not intended by any party or insured to be all inclusive, or to the
exclusion of other coverage, or a waiver of any. type. If the Vendor maintains higher
limits than the minimums shown above, the Agency requires and shall be entitled to
coverage for the higher limits maintained by the Vendor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the Agency.
(4) Coverage provided by the CONTRACTOR shall be primary
and any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required herein may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of Agency before the
Agency's own insurance or self-insurance shall be called upon to protect is as a named
insured.
(5) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
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1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self -insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
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Federal Lobbying Certification Form
Certification of Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies, to the best of his or her knowledge and belief, that:
• No federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee
of any agency, a member of Congress, an officer or employee of Congress, or an employee of
a member of Congress in connection with the awarding of any federal contract, the making
of any federal grant, the making of any federal loan, the entering into any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any
federal contract, grant, loan, or cooperative agreement.
• If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, an officer or employee of Congress, or an employee of a member of
Congress in connection with this federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Actives,"
in accordance with its instructions.
• The undersigned shall require that the language of this certification be included in the award
documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts
under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and
disclose accordingly.
• This certification is a material representation of fact upon which reliance was placed when
this transaction was made or entered into. Submission of this certification is prerequisite for
making or entering into transaction imposed under Section 1352, Title 31, U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less
than $10,000 and not more than $100,000 for such failure.
Name of Firm: Ze'd
Address: 3 �%EF
State: Zip Code: -�
Authorized Official:
&C/4 .Z9 04 —
Name:
Phone No.:
Title:
Date:
COUNTY LOBBYIST CODE CHAPTER 2.160
COUNTY ORDINANCE NO. 93-0031
CERTIFICATION
Name of Firm:
Date:
l`
Address: '1
State: Zip Code: Phone No.:
Z"// -7?-e/
Acting on behalf of the above named firm, as its Authorized Official, I make the following
Certification to the County of Los Angeles and the Community Development Commission, County
of Los Angeles.
1. It is understood that each person/entity/firm who applies for Community Development
Commission contract, and as part of that process, shall certify that they are familiar with the
requirements of the Los Angeles County Code Chapter 2.160 (Los Angeles County Ordinance
93-0031); and
2. That all persons/entities/firms acting on behalf of the above named firm have and will comply
with the County Code; and
3. That any person/entity/firm who seeks a contract with the Community Development
Commission shall be disqualified therefrom and denied the contract, and shall be liable in civil
action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity action
on behalf of the above named firm fails to comply with the provisions of the County Code.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is prerequisite for making
or entering into contract with the Los Angeles County and the Community Development
Commission, County of Los Angeles.
Authorized Official:
Name:
Signature:
f7/-1/(74
Title:
Date: