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HomeMy Public PortalAboutAgreement_2017-09-06_Lead Tech EnvironmentalAGREEMENT FOR SERVICES By and Between THE CITY OF TEMPLE CITY, a municipal corporation and LEAD TECH ENVIRONMENTAL, a California corporation RIV 04838-6958-3880 V3 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 6th day of September 2017 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 Provider, 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 that 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 September 6 , 2017, through June 30, 2018. RIV #4838-6958-3880 v3 - I - 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 26 "Administration and Implementation' or Section 28 "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 Four Thousand Nine Hundred dollars ($ 24,900 ), 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. RIV #4838-6958-3880 0 -2- (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 16 "Indemnification" and Section 17 "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. RI V #4838-6958-3880 v3 _ 3 _ 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 for inspection, 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 Providers 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. RIV #483M958-3880 0 -4- 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, RIV #4838-6958-3880 0 -5- 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 sec., 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. RIV #4838-6958-3880 A -6- (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. RIV #4838-6958-3880 v3 - % _ 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 RIV #4838-6958-3880 0 -8- 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. RIV "838-6958-3880 A - 9 _ (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 20 "Termination of Agreement." Any failure on the part of the City to give notice of the Service Providers 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. RN #4838-6958-3880 0 -10- 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 28 "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 RN N483M958-3880 0 - 11 - 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. In the 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. RIV #4838-6958-3880 0 -12- IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written. CITY OF TEMPLE CITY Bryan Cook City Manager ATTEST: Peggy Ku City Clerk 61- U -ZOII 81V #4838-6958-3880 v3 - t 3 - APPROVED AS TO Eric S. Vail City Attorney CONTRACTOR: (Authorized Officer) Name: YY�✓��1 Title: (2nd signature required if Corporation, Incorporation or Limited Liability Corporation) By- (Authorized Officer) n Name: s%�✓l'�✓�/�G(c®� Title: s�'llG1o�, 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. RIV 04838-6958-3880 v3 - 14- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 State of Calif�wmia ) Coun ofJ^ ) Ony11dri —1 .1A� � lJ fore me, n �L� Date Here Insert Name and Title of the Officer personally appeared >) of who proved to me on the basis of satisfactory evidence to be the person whose namei� �a� ulo 'bed to the within instrument and acknowledged tg me that Q he/ryfAy executed the §ame in u s r/tfleir authorized capacity(" and that b f�/Ner/tla€ir signature(f on the instrument the perso9o), the entity upon behalf of whi the person9acted, executed the instrument. .. UI ! F 3T5T9 3SCOJMOMNNS2C0O7 NOTARY PU6UC.CAUFORM A N SAN OR00 COUNTY MY Com. Eu. JULY /, 201E � Place Notary Seal Above I certify under PENALTY OF PERJURYyyyyyyrider the laws of the State of California that the foregcjng paragraph is true and correct. II WITNESS my hand and official seal. Signature OPTIONAL Signature of Notary Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended docunjaRr—_l Des "on of Attached Document Title or a of Document: Document e: Signer(s) Other an Named Above: Capacity(ies) Claime Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ Gener ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Cos ❑ Other: Signer Is Representing: Number of Signer's Name: ❑ Corporate Officer — Titl s): ❑ Partner— ❑Limited General ❑ Individual omey in Fact LLTrus ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02016 National Notary Association • www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #Y5907 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. D. Produce up to 15 Lead Based Paint Closeout Reports for properties participating in the City's Home Improvement Program. E. 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. 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. Not Applicable as 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. 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 A-2 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. C. Comprehensive Lead -Based Paint Testing and Survey Report - $300, plus $15 for each sample, or $499, whichever is less. D. Lead -Based Paint Clearance Testing and Closure Report - $400. E. Fees for additional Asbestos or Lead -Based Paint Testing services required by the federal law, see Exhibit B's Fee Schedule on pages B-2 through B-4. 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. III. The total compensation for the Services shall not exceed 24,900 , as provided in Section 4 "Compensation and Method of Payment" of this Agreement. AN FEE SCHEDULE Any asbestos and lead consulting services not listed on the Scope of Services in Exhibit "A" or other tasks devised by City shall be negotiated, approved, and in writing between the Service Provider and the City prior to the start of any work pursuant to Section 3 of the Agreement. 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 $360.00/EA 5OW Section 3.1.2 2 ACM Comprehensive AHERA Pre -Rehabilitation $499.00/EA Survey(SOW Sections 3. 1.1 & 3.1.3) 3 ACM Comprehensive AHERA Pre -Demolition Survey $499.00/EA SOW Sections 3.1.1, 3.1.2 & 3.1.3) 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 $265.00/EA 3.2.3 & 3.2.5) 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 $400.00/EA Sections 3.2.16-18) 17 Asbestos and Lead Consulting Services Fee Schedule 3-1-15 M SECTION II OTHER ASBESTOS AND LEAD CONSULTING SERVICES NO. TASKS COST ASBESTOS CONTAINED MATERIAL (ACM) 1' Asbestos Bulk Sample, typical Tum-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). $250.0014-HRS 7 Site monitoring including all on-site air sampling and report (Full d ay = 8 hours). $480,0018-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 i 12. Project Management: Standard $75.00/HR 13. Project Management: Overtime $105.00/HR 14. Certified Site Surveillance Technician: Standar $60.00/HR 15. Certified Site Surveillance Technician: Overtime $80.00/HR 16. Asbestos Bulk Sample, typical Tum-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 Asbestos and Lead Camuhing Services Fee Schedule M 3-1-15 19. Project Management: Overtime. $100.00/HR 20. CA DHS -certified Project Monitor: Standard. $62.00/HR 21. CA DHS -certified Project Monitor: Overtime. $90.00/HR COMMENTS: SOW= Statement of Work, EA = Each Assignment, HR =Hourly Rate, HRS = Hours, TAT = Turn -Around -Time ASbeabe and Lead consulting Services Fee SG've" 7 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: as: Minimum Scope of Insurance. Coverage shall be at least as broad Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). X 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. X 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 RIV #4838-6958-3880 v3 DRAFT 1/27/15 C -t 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 Employers 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. RIV #4838-6958.3880 v3 DRAFT 1/27/15 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. RIV 114838-6958-3880 v3 DRAFT 1/27/15 C-3 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. R1V #4838-6958-3880 0 DRAFT 1/27/15 C-4 2383291 ARTICLES OF INCORPORATION OF DENZ, INC. ENDORSED - FILED in the office of the Secretary of Stale of If* State of California Article I OCT 3 1 2001 The name of this corporation is Denz, Inc. BILL JONES, Secretary of State Article II The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. Article III The name and address in the State of California of this corporation's initial agent for service of process is: Steven Denzler 5419 McConnell Avenue Los Angeles, CA 90066 Article IV This corporation is authorized to issue only one class of common voting stock; and the total number of shares which this corporation is authorized to issue is 1000. The common stock shall have unlimited voting right. Article V This corporation is a Close Corporation. All the corporation's issued shares of stock, of all classes, shall be held of record by not more than two persons. In witness whereof, Steven Denzler of Denz, Inc. has executed these Articles of Incorporation in duplicate this 30 day of October, 2001. Steven Denz , Incorporator A0575354 FILED to the office of the Secraiary of Ste CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATIO91 the State of CaVarnia DEC 13 2001 BILL JONES, Se a ry of Slafe The undersigned certify that: 1. He is the president and the secretary, respectively, of Denz, Inc .,a California corporation. 2. Article I of the Articles of Incorporation of this corporation is amended to read as follows: The name of this corporation is Lean Tech Environmental. 3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors. 4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Date: / Steven Dc er, President teven Djo6r, Secretary 1960 9701 LAS TUNAS DRIVE • TEMPLE CITY • CALIFORNIA 91780-2249 • (626) 285-2171 July 17, 2017 I have agreed that Lead Tech Environmental does not need to agree to waive all rights of subrogation against City for Workers' Compensation, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. Bryan ook, City Manager