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HomeMy WebLinkAbout*AGMT - Tait Enviromental Management 1 LLe4 , y,4 661A7 3/4 4111 irain.cAd CITY OF SEAL BEACH • PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into this 34 day of . Q p i r e " , , , , , 4 y , 2002 by and between the City of Seal Beach ( "City ") and Tait Environmental Management, Inc., a California Corporation ( "Consultant "). RECITALS. A Consultant desires to perform and assume responsibility for the provision of certain professional services for the City. Consultant represents that it is experienced in providing professional services to public clients, and is familiar with the scope of work of City. B City desires to engage Consultant to render professional services for the project(s) ( "Project(s) ") as set forth in this Agreement. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional project consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Term. The term of this Agreement shall be from September 23, 2002 to December 31, 2002, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The term may be extended by mutual consent of both parties. 3. Responsibilities of Consultant. 3.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any additional personnel performing the Services under this CAWINDOWS\TEMP\TAIT ENV.DOMV\09 -23-02 i • Professional Services Agreement City of Seal Beach and Tait Environmental Management, Inc. September 30, 2002 Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with a Schedule of Services to be developed jointly by the City and Consultant after execution of this agreement. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. • 3.3 Conformance to Applicable Requirements All work prepared by Consultant shall be subject to the approval of City. 3.4 City's Representative. The City hereby designates Lee Whittenberg or his designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction from any person other than the City's Representative or his or her designee. 3.5 Consultant's Representative. Consultant hereby designates Louis R. Reimer, or his designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.6 Standard of Care. . Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely TAIT_ENV 2 • • Professional Services Agreement City of Seal Beach and Tait Environmental Management, Inc. September 30, 2002 completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.7 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all CaI /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.8 Insurance. 3.8.1 Time for Compliance. • Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3. 8.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. TAIT ENV 3 • • Professional Services Agreement City of Seal Beach and Tait Environmental Management, Inc. September 30, 2002 (2) Minimum Limits of Insurance. Consultant shall maintain limits no Tess than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence Iimit;(2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability:: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease. 3.8.3 Professional Liability. Consultant shall, at its expense, procure and maintain for the duration of the Agreement professional liability insurance in the amount of $1,000,000. 3. 8.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (1) General Liability. The general liability policy shall be endorsed to state that: (I) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (ii) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. (2) Automobile Liability. The automobile liability policy shall be endorsed to state that: (I) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (ii) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, TAIT ENV 4 • • Professional Services Agreement City of Seal Beach and Tait Environmental Management, Inc. September 30, 2002 agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. (3) Workers' Compensation and Employers Liability Coverage. I If requested by the City the insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (4) All Coverages. - Each insurance policy required by this Agreement shall be endorsed to state that: (I) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3. 8.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3. 8.6 Deductibles and Self - Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3. 8.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no Tess than A:VIII, licensed to do business in California, and satisfactory to the City. 3. 8.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City TAIT ENV 5 • • Professional Services Agreement City of Seal Beach and Tait Environmental Management, Inc. September 30, 2002 before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4. Fees and Payments. 4.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed $5,000. 4.2 Payment of Compensation. Consultant shall submit to City an itemized statement that indicates work performed and rendered by Consultant for a fixed fee of not to exceed $4,778.00 at the time of submission of the work product set forth in Exhibit "A ", attached hereto and incorporated herein by reference. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 4.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized by the City. 5. Termination City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 6. Notices. • All notices permitted or required under this Agreement shall be given to the respective parties at the following address: CONSULTANT: Tait Environmental Management, Inc. Attn: Louis R. Reimer, R.G., R.E.A. 701 North Parkcenter Drive Santa Ana, CA 92705 TAIT ENV 6 • • Professional Services Agreement City of Seal Beach and Tait Environmental Management, Inc. September 30, 2002 Om City of Seal Beach Development Services Department 211 Eighth Street Seal Beach, CA 90740 Attn: Lee Whittenberg Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 7. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 8. Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise,. arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party actual attorney's fees and all other costs incurred in connection with such action. 9. Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including . without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal TAIT_ENV 7 1 • Professional Services Agreement City of Seal Beach and Tait Environmental Management, Inc. September 30, 2002 proceedings of every kind that may be brought or instituted against City, its directors, officials officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 10. Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 11. Governing Law. . This Agreement shall be governed by the laws of the State of California. 12. Time of Essence. Time is of the essence for each and every provision of this Agreement. 13. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 14. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 15. Equal Opportunity Employment. TAIT ENV 8 Professional Services Agreement City of Seal Beach and Tait Environmental Management, Inc. ' September 30, 2002 Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 16. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 17. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. CITY OF SEAL BEACH TAIT ENVIRONMENTAL MANAGEMENT, INC. By: a., k B Y ' By: e 6I' B. :ahorski, City Manager Its ' •e AMP 'At?" Att-st: By: Its By: 41°F ( 1 / 1 oa ne Yeo, ity Clerk Approved as to Form: By: (99 e ld4 " ( ' 6 " ---- Quinn Barrow, City Attorney . TAIT ENV 9