HomeMy WebLinkAbout00375C - CONVERSE CONSULTANTS ASBESTOS ABATEMENT 3845 3851 RAMON E Converse Environmental West
Asbestos Abatement Project Mg
3845-3851 E. Ramon Rd.
AGREEMENT #379C
CM Signed, 5-30-97
CONTRACT SERVICES AGREEMENT FOR
ASBESTOS ABATEMENT PROJECT MANAGEMENT
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") , is made
and entered into this day off 1997, by and between THE
COMMUNITY REDEVELOPMENT AGENCY FOR THE AGENCY OF PALM SPRINGS, a
municipal corporation, (herein "Agency") and CONVERSE ENVIRONMENTAL
WEST (herein "Contractor") . The parties hereto agree as follows :
1. 0 SERVICES OF CONTRACTOR
1. 1 Scope of Services. In compliance with all terms
and conditions of this Agreement, the Contractor shall provide
those services specified in the "Scope of Services" attached hereto
as Exhibit "A" and incorporated herein by this reference, which
services may be referred to herein as the "services" or "work"
hereunder. As a material inducement to the Agency entering into
this Agreement, Contractor represents and warrants that Contractor
is a provider of first class work and services and Contractor is
experienced in performing the work and services contemplated herein
and, in light of such status and experience, Contractor covenants
that it shall follow the highest professional standards in
performing the work and services required hereunder and that all
materials will be of good quality, fit for the purpose intended.
1 .2 Contractor' s Proposal. The Scope of Services shall
include the Contractor' s proposal or bid which shall be
incorporated herein by this reference as though fully set forth
herein. In the event of any inconsistency between the terms of
such proposal and this Agreement, the terms of this Agreement shall
govern.
1 .3 Compliance with Law. All services rendered
hereunder shall be provided in accordance with all ordinances,
resolutions, statutes, rules, and regulations of the Agency and any
Federal, State or local governmental agency having jurisdiction in
effect at the time service is rendered.
1.4 Licenses, Permits, Fees and Assessments .
Contractor shall obtain at its sole cost and expense such licenses,
permits and approvals as may be required by law for the performance
of the services required by this Agreement. Contractor shall have
the sole obligation to pay for any fees, assessments and taxes,
plus applicable penalties and interest, which may be imposed by law
and arise from or are necessary for the Contractor' s performance of
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the services required by this Agreement, and shall indemnify,
defend and hold harmless Agency against any such fees, assessments,
taxes penalties or interest levied, assessed or imposed against
Agency hereunder.
1 .5 Familiarity with Work. By executing this Contract,
Contractor warrants that Contractor (a) has thoroughly investigated
and considered the scope of services to be performed, (b) has
carefully considered how the services should be performed, and (c)
fully understands the facilities, difficulties and restrictions
attending performance of the services under this Agreement. If the
services involve work upon any site, Contractor warrants that
Contractor has or will investigate the site and is or will be fully
acquainted with the conditions there existing, prior to
commencement of services hereunder. Should the Contractor discover
any latent or unknown conditions, which will materially affect the
performance of the services hereunder, Contractor shall immediately
inform the Agency of such fact and shall not proceed except at
Contractor' s risk until written instructions are received from the
Contract Officer.
1 . 6 Care of Work. The Contractor shall adopt
reasonable methods during the life of the Agreement to furnish
continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof
to prevent losses or damages, and shall be responsible for all such
damages, to persons or property, until acceptance of the work by
Agency, except such losses or damages as may be caused by Agency' s
own negligence.
1 .7 Further Responsibilities of Parties. Both parties
agree to use reasonable care and diligence to perform their
respective obligations under this Agreement. Both parties agree to
act in good faith to execute all instruments, prepare all documents
and take all actions as may be reasonably necessary to carry out
the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1 . 8 Additional Services . Agency shall have the right
at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering,
adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract
Officer to the Contractor, incorporating therein any adjustment in
(i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written
approval of the Contractor. Any increase in compensation of five
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percent (5%) or less of the Contract Sum, or in the time to perform
of one hundred eighty (180) days or less may be approved by the
Contract Officer. Any greater increases, taken either separately
or cumulatively must be approved by the Agency. It is expressly
understood by Contractor that the provisions of this Section shall
not apply to services specifically set forth in the Scope of
Services or reasonably contemplated therein. Contractor hereby
acknowledges that it accepts the risk that the services to be
provided pursuant to the Scope of Services may be more costly or
time consuming than Contractor anticipates and that Contractor
shall not be entitled to additional compensation therefore.
1 . 9 Special Requirements . Additional terms and
conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as
Exhibit "B" and incorporated herein by this reference. In the
event of a conflict between the provisions of Exhibit "B" and any
other provisions of this Agreement, the provisions of Exhibit "B"
shall govern.
2 . 0 COMPENSATION
2 . 1 Contract Sum. For the services rendered pursuant
to this Agreement, the Contractor shall be compensated in
accordance with the "Schedule of Compensation" attached hereto as
- Exhibit "C" and incorporated herein by this reference, but not
exceeding the maximum contract amount of FORTY-SIX HUNDRED TWENTY
AND NO1100 DOLLARS ($4, 620.00) , (herein "Contract Sum") , except as
provided in Section 1 . 8 . The method of compensation may include:
(i) a lump sum payment upon completion, (ii) payment in accordance
with the percentage of completion of the services, (iii) payment
for time and materials based upon the Contractor' s rates as
specified in the Schedule of Compensation, but not exceeding the
Contract Sum or (iv) such other methods as may be specified in the
Schedule of Compensation. Compensation may include reimbursement
for actual and necessary expenditures for reproduction costs,
telephone expense, transportation expense approved by the Contract
Officer in advance, and no other expenses and only if specified in
the Schedule of Compensation. The Contract Sum shall include the
attendance of Contractor at all project meetings reasonably deemed
necessary by the Agency; Contractor shall not be entitled to any
additional compensation for attending said meetings.
2 .2 Method of Payment. Unless some other method of
payment is specified in the Schedule of Compensation, in any month
in which Contractor wishes to receive payment, no later than the
first (1st) working day of such month, Contractor shall submit to
the Agency in the, form approved by the Agency' s Director of
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Finance, an invoice for services rendered prior to the date of the
invoice. Except as provided in Section 7 .3, Agency shall pay
Contractor for all expenses stated thereon which are approved by
Agency pursuant to this Agreement no later than the last working
day of the month.
3. 0 PERFORMANCE SCHEDULE
3. 1 Time of Essence. Time is of the essence in the
performance of this Agreement.
3.2 Schedule of Performance. Contractor shall commence
the services pursuant to this Agreement upon receipt of a written
notice to proceed and shall perform all services within the time
period (s) established in the "Schedule of Performance" attached
hereto as Exhibit "D", if any, and incorporated herein by this
reference. When requested by the Contractor, extensions to the
time period(s) specified in the Schedule of Performance may be
approved in writing by the Contract Officer but not exceeding one
hundred eighty (180) days cumulatively.
3. 3 Force Majeure. The time period(s) specified in the
Schedule of Performance for performance of the services rendered
pursuant to this Agreement shall be extended because of any delays
due to unforeseeable causes beyond the control and without the
fault or negligence of the Contractor, including, but not
restricted to, acts of God or of the public enemy, unusually severe
weather, fires, earthquakes, floods, epidemics, quarantine
restrictions, riots, strikes, freight embargoes, wars, litigation,
and/or acts of any governmental agency, including the Agency, if
the Contractor shall within ten (10) days of the commencement of
such delay notify the Contract Officer in writing of the causes of
the delay. The Contract Officer shall ascertain the facts and the
extent of delay, and extend the time for performing the services
for the period of the enforced delay when and if in the judgment of
the Contract Officer such delay is justified. The Contract
Officer's determination shall be final and conclusive upon the
parties to this Agreement. In no event shall Contractor be
entitled to recover damages against the Agency for any delay in the
performance of this Agreement, however caused, Contractor' s sole
remedy being extension of the Agreement pursuant to this Section.
3 .4 Term. Unless earlier terminated in accordance with
Section 7. 8 of this Agreement, this Agreement shall continue in
full force and effect until completion of the services but not
exceeding one (1) year from the date hereof, except as otherwise
provided in the Schedule of Performance.
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4 . 0 COORDINATION OF WORK
4 . 1 Representative of Contractor. The following
principals of Contractor are hereby designated as being the
principals and representatives of Contractor authorized to act in
its behalf with respect to the work specified herein and make all
decisions in connection therewith:
NORBERT KRAMER
It is expressly understood that the experience, knowledge,
capability and reputation of the foregoing principals were a
substantial inducement for Agency to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the
term of this Agreement for directing all activities of Contractor
and devoting sufficient time to personally supervise the services
hereunder. For purposes of this Agreement, the foregoing
principals may not be replaced nor may their responsibilities be
substantially reduced by Contractor without the express written
approval of Agency.
4 .2 Contract Officer. The Contract Officer shall be
such person as may be designated by the Manager of Agency. It
shall be the Contractor' s responsibility to assure that the
Contract Officer is kept informed of the progress of the
performance of the services and the Contractor shall refer any
decisions which must be made by Agency to the Contract Officer.
Unless otherwise specified herein, any approval of Agency required
hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall have authority to sign all documents on
behalf of the Agency required hereunder to carry out the terms of
this Agreement.
4 . 3 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor,
its principals and employees were a substantial inducement for the
Agency to enter into this Agreement. Therefore, Contractor shall
not contract with any other entity to perform in whole or in part
the services required hereunder without the express written
approval of the Agency. In addition, neither this Agreement nor
any interest herein may be transferred, assigned, conveyed,
hypothecated or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise, without the
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prior written approval of Agency. Transfers restricted hereunder
shall include the transfer to any person or group of persons acting
in concert of more than twenty five percent (25%) of the present
ownership and/or control of Contractor, taking all transfers into
account on a cumulative basis. In the event of any such unapproved
transfer, including any bankruptcy proceeding, this Agreement shall
be void. No approved transfer shall release the Contractor or any
surety of Contractor of any liability hereunder without the express
consent of Agency.
The Agency' s policy is to encourage the awarding of
subcontracts to persons or entities with offices located within the
jurisdictional boundaries of the City of Palm Springs and, if none
are available, to persons or entities with offices located in the
Coachella Valley ("Local Subcontractors") . Contractor hereby
agrees to use good faith efforts to award subcontracts to Local
Subcontractors, if Local Subcontractors are qualified to perform
the work required. In requesting for the Agency to consent to a
subcontract with a person or entity that is not a Local
Subcontractor, the Contractor shall submit evidence to the Agency
that such good faith efforts have been made or that no Local
Subcontractors are qualified to perform the work. Said good faith
efforts may be evidenced by placing advertisements inviting
proposals or by sending . requests for proposals to selected Local
Subcontractors. The Agency may consider Contractor' s efforts in
determining whether it will consent to a particular subcontractor.
Contractor shall keep evidence of such good faith efforts and
copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2 .
4 . 4 Independent Contractor. Neither the Agency nor any
of its employees shall have any control over the manner, mode or
means by which Contractor, its agents or employees, perform the
services required herein, except as otherwise set forth herein.
Agency shall have no voice in the selection, discharge, supervision
or control of Contractor' s employees, servants, representatives or
agents, or in fixing their number, compensation or hours of
service. Contractor shall perform all services required herein as
an independent contractor of Agency and shall remain at all times
as to Agency a wholly independent contractor with only such
obligations as are consistent with that role. Contractor shall not
at any time or in any manner represent that it or any of its agents
or employees are agents or employees of Agency. Agency shall not
in any way or for any purpose become or be deemed to be a partner
of Contractor in its business or otherwise or a joint venture or a
member of any joint enterprise with Contractor.
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5. 0 INSURANCE, INDEMNIFICATION AND BONDS
5. 1 Insurance. The Contractor shall procure and
maintain, at its sole cost and expense, in a form and content
satisfactory to Agency, during the entire term of this Agreement
including any extension thereof, the following policies of
insurance:
(a) Comprehensive General Liability Insurance. A
policy of comprehensive general liability insurance written on a
per occurrence basis . If the Contract Sum is $25, 000 . 00 or less,
the policy of insurance shall be written in an amount not less than
either (i) a combined single limit of $500, 000 . 00 or (ii) bodily
injury limits of $250, 000.00 per person, $500, 000. 00 per occurrence
and $500, 000. 00 products and completed operations and property
damage limits of $100, 000. 00 per occurrence and $100, 000. 00 in the
aggregate. If the Contract Sum is greater than $25, 000 . 00 but less
than or equal to $100, 000 . 00, the policy of insurance shall be in
an amount not less than either (i) a combined single limit of
$1, 000, 000. 00 for bodily injury, death and property damage or (ii)
bodily injury limits of $500, 000. 00 per person, $1, 000, 000 . 00 per
occurrence and $1, 000, 000 . 00 products and completed operations and
property damage limits of $500, 000. 00 per occurrence and
$500, 000 . 00 in the aggregate. If the Contract Sum is greater than
$100, 000. 00, the policy of insurance shall be in an amount not less
than $5, 000, 000 . 00 combined single limit.
(b) Worker' s Compensation Insurance. A policy of
worker' s compensation insurance in such amount as will fully comply
with the laws of the State of California and which shall indemnify,
insure and provide legal defense for both the Contractor and the
Agency against any loss, claim or damage arising from any injuries
or occupational diseases occurring to any worker employed by or any
persons retained by the Contractor in the course of carrying out
the work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive
automobile liability insurance written on a per occurrence basis in
an amount not less than either (i) bodily injury liability limits
of $250, 000. 00 per person and $500, 000. 00 per occurrence and
property damage liability limits of $100, 000 . 00 per occurrence and
$250, 000. 00 in the aggregate or (ii) combined single limit
liability of $500, 000 . 00 . Said policy shall include coverage for
owned, non-owned, leased and hired cars .
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(d) Additional Insurance. Policies of such other
insurance, including professional liability insurance, as may be
required in the Special Requirements.
All of the above policies of insurance shall be primary
insurance and shall name the Agency, its officers, employees and
agents as additional insureds. The insurer shall waive all rights
of subrogation and contribution it may have against the Agency, its
officers, employees and agents and their respective insurers . All
of said policies of insurance shall provide that said insurance may
not be amended or canceled without providing thirty (30) days prior
written notice by registered mail to the Agency. In the event any
of said policies of insurance are canceled, the Contractor shall,
prior to the cancellation date, submit new evidence of insurance in
conformance with this Section 5. 1 to the Contract Officer. No work
or services under this Agreement shall commence until the
Contractor has provided the Agency with Certificates of Insurance
or appropriate insurance binders evidencing the above insurance
coverages and said Certificates of Insurance or binders are
approved by the Agency.
The Contractor agrees that the provisions of this Section 5. 1
shall not be construed as limiting in any way the extent to which
the Contractor may be held responsible for the payment of damages
to any persons or property resulting from the Contractor' s
activities or the activities of any person or persons for which the
Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the
work in compliance with Section 4 . 3 of this Agreement, the contract
between the Contractor and such subcontractor shall require the
subcontractor to maintain the same policies of insurance that the
Contractor is required to maintain pursuant to this Section 5. 1.
5.2 Indemnification. Contractor agrees to indemnify
the Agency, its officers, agents and employees against, and will
hold and save them and each of them harmless from, any and all
actions, suits, claims, damages to persons or property, losses,
costs, penalties, obligations, errors, omissions or liabilities,
(herein "claims or liabilities") that may be asserted or claimed by
any person, firm or entity arising out of or in connection with the
negligent performance of the work, operations or activities of
Contractor, its agents, employees, subcontractors, or invitees,
provided for herein, or arising from the negligent acts or
omissions of Contractor hereunder, or arising from Contractor' s
negligent performance of or failure to perform any term, provision
covenant or condition of this Agreement, whether or not there is
concurrent passive or active negligence on the part of the Agency,
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its officers, agents or employees but excluding such claims or
liabilities arising from the sole negligence or willful misconduct
of the Agency, its officers, agents or employees, who are directly
responsible to the Agency, and in connection therewith:
(a) Contractor will defend any action or actions filed
in connection with any of said claims or liabilities and will pay
all costs and expenses, including legal costs and attorneys ' fees
incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered
against the Agency, its officers, agents or employees for any such
claims or liabilities arising out of or in connection with the
negligent performance of or failure to perform such work,
operations or activities of Contractor hereunder; and Contractor
agrees to save and hold the Agency, its officers, agents, and
employees harmless therefrom;
(c) In the event the Agency, its officers, agents or
employees is made a party to any action or proceeding filed or
prosecuted against Contractor for such damages or other claims
arising out of or in connection with the negligent performance of
or failure to perform the work, operation or activities of
Contractor hereunder, Contractor agrees to pay to the Agency, its
officers, agents or employees, any and all costs and expenses
incurred by the Agency, its officers, agents or employees in such
action or proceeding, including but not limited to, legal costs and
attorneys ' fees.
�5 Performance Bond. Concurrently with execution o
this Agreement, -Cgntractor shall deliver to Agency a performance
bond in the sum of--the amount of this.�Agreement, in the form
provided by the Agency--Clerk, which secures the faithful
performance of this Agreement, `ur�-.l,� such requirement is waived by
the Contract Officer. The- bona'-shall contain the original
notarized signature of�rr' authorized officer, of the surety and
affixed thereto shall-be a certified and current` 'copy of his power
of attorney. The-bond shall be unconditional and remain in force
during the entire term of the Agreement and shall be null and void � -
only if the Contractor promptly and faithfully performs all terms
and conditions of this Agreement.
5. 4 Sufficiency of Insurer or Surety. Insurance or
bonds required by this Agreement shall be satisfactory only if
issued by companies qualified to do business in California, rated
"A" or better in the most recent edition of Best Rating Guide, The
Key Rating Guide or in the Federal Register, and only if they are
of a financial category Class VII or better, unless such
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requirements are waived by the Risk Manager of the Agency due to
unique circumstances . In the event the Risk Manager of Agency
("Risk Manager") determines that the work or services to be
performed under this Agreement creates an increased or decreased
risk of loss to the Agency, the Contractor agrees that the minimum
limits of the insurance policies and the performance bond required
by this Section 5 may be changed accordingly upon receipt of
written notice from the Risk Manager; provided that the Contractor
shall have the right to appeal a determination of increased
coverage by the Risk Manager to the Agency Council of Agency within
10 days of receipt of notice from the Risk Manager.
6. 0 RECORDS AND REPORTS
6. 1 Reports . Contractor shall periodically prepare and
submit to the Contract Officer such reports concerning the
performance of the services required by this Agreement as the
Contract Officer shall require. Contractor hereby acknowledges
that the Agency is greatly concerned about the cost of work and
services to be performed pursuant to this Agreement. For this
reason, Contractor agrees that if Contractor becomes aware of any
facts, circumstances, techniques, or events that may or will
materially increase or decrease the cost of the work or services
contemplated herein or, if Contractor is providing design services,
the cost of the project being designed, Contractor shall promptly
notify the Contract Officer of said fact, circumstance, technique
or event and the estimated increased or decreased cost related
thereto and, if Contractor is providing design services, the
estimated increased or decreased cost estimate for the project
being designed.
6.2 Records . Contractor shall keep, and require
subcontractors to keep, such books and records as shall be
necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such
services. The Contract Officer shall have full and free access to
such books and records at all times during normal business hours of
Agency, including the right to inspect, copy, audit and make
records and transcripts from such records . Such records shall be
maintained for a period of three (3) years following completion of
the services hereunder, and the Agency shall have access to such
records in the event any audit is required.
6.3 Ownership of Documents . All drawings,
specifications, reports, records, documents and other materials
prepared by Contractor, its employees, subcontractors and agents in
the performance of this Agreement shall be the property of Agency
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and shall be delivered to Agency upon request of the Contract
Officer or upon the termination of this Agreement, and Contractor
shall have no claim for further employment or additional
compensation as a result of the exercise by Agency of its full
rights of ownership of the documents and materials hereunder. Any
use of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the
Contractor will be at the Agency' s sole risk and without liability
to Contractor, and the Agency shall indemnify the Contractor for
all damages resulting therefrom. Contractor may retain copies of
such documents for its own use. Contractor shall have an
unrestricted right to use the concepts embodied therein. All
subcontractors shall provide for assignment to Agency of any
documents or materials prepared by them, and in the event
Contractor fails to secure such assignment, Contractor shall
indemnify Agency for all damages resulting therefrom.
6. 4 Release of Documents . The drawings,
specifications, reports, records, documents and other materials
prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written
approval of the Contract Officer.
7 . 0 ENFORCEMENT OF AGREEMENT
7. 1 California Law. This Agreement shall be construed
and interpreted both as to validity and to performance of the
parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out
of or in relation to this Agreement shall be instituted in the
Superior Court of the County of Riverside, State of California, or
any other appropriate court in such county, and Contractor
covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
7 .2 Disputes . In the event of any dispute arising
under this Agreement, the injured party shall notify the injuring
party in writing of its contentions by submitting a claim therefor.
The injured party shall continue performing its obligations
hereunder so long as the injuring party commences to cure such
default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (4S) days
after service of the notice, or such longer period as may be
permitted by the injured party; provided that if the default is an
immediate danger to the health, safety and general welfare, such
immediate action may be necessary. Compliance with the provisions
of this Section shall be a condition precedent to termination of
this Agreement for cause and to any legal action, and such
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compliance shall not be a waiver of any party' s right to take legal
action in the event that the dispute is not cured, provided that
nothing herein shall limit Agency' s or the Contractor's right to
terminate this Agreement without cause pursuant to Section 7. 8 .
7.3 Retention of Elands . Contractor hereby authorizes
Agency to deduct from any amount payable to Contractor (whether or
not arising out of this Agreement) (i) any amounts the payment of
which may be in dispute hereunder or which are necessary to
compensate Agency for any losses, costs, liabilities, or damages
suffered by Agency, and (ii) all amounts for which Agency may be
liable to third parties, by reason of Contractor' s acts or
omissions in performing or failing to perform Contractor' s
obligation under this Agreement. In the event that any claim is
made by a third party, the amount or validity of which is disputed
by Contractor, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, Agency may withhold from any
payment due, without liability for interest because of such
withholding, an amount sufficient to cover such claim. The failure
of Agency to exercise such right to deduct or to withhold shall
not, however, affect the obligations of the Contractor to insure,
indemnify, and protect Agency as elsewhere provided herein.
7. 4 Waiver. No delay or omission in the exercise of
any right or remedy by a nondefaulting party on any default shall
impair such right or remedy or be construed as a waiver. A party' s
consent to or approval of any act by the other party requiring the
party' s consent or approval shall not be deemed to waive or render
unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be
in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
7 . 5 Rights and Remedies are Cumulative. Except with
respect to rights and remedies expressly declared to be exclusive
in this Agreement, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such
rights or remedies shall not preclude the exercise by it, at the
same or different times, of any other rights or remedies for the
same default or any other default by the other party.
7. 6 Legal Action. In addition to any other rights or
remedies, either party may take legal action, in law or in equity,
to cure, correct or remedy any default, to recover damages for any
default, to compel specific performance of this Agreement, to
obtain declaratory or injunctive relief, or to obtain any other
remedy consistent with the purposes of this Agreement.
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7 . 7 Liquidated Damages . Since the determination of
actual damages for any delay in performance of this Agreement would
be extremely difficult or impractical to determine in the event of
a breach of this Agreement, the Contractor and its sureties shall
be liable for and shall pay to the Agency the sum of 0
($ 0 ) as liquidated damages for each working day of delay in
the performance of any service required hereunder, as specified in
the Schedule of Performance (Exhibit "D") . The Agency may withhold
from any monies payable on account of services performed by the
Contractor any accrued liquidated damages.
7. 8 Termination Prior to Expiration Of Term. This
Section shall govern any termination of this Agreement except as
specifically provided in the following Section for termination for
cause. The Agency reserves the right to terminate this Agreement
at any time, with or without cause, upon thirty (30) days ' written
notice to Contractor, except that where termination is due to the
fault of the Contractor, the period of notice may be such shorter
time as may be determined by the Contract Officer. In addition,
the Contractor reserves the right to terminate this Agreement at
any time upon, with or without cause, upon sixty (60) days ' written
notice to Agency, except that where termination is due to the fault
of the Agency, the period of notice may be such shorter time as the
Contractor may determine. Upon receipt of any notice of
termination, Contractor shall immediately cease all services
hereunder except such as may be specifically approved by the
Contract Officer. Except where the Contractor has initiated
termination, the Contractor shall be entitled to compensation for
all services rendered prior to the effective date of the notice of
termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such
as may be approved by the Contract Officer, except as provided in
Section 7 .3 . In the event the Contractor has initiated
termination, the Contractor shall be entitled to compensation only
for the reasonable value of the work product actually produced
hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide
non-terminating party with the opportunity to cure pursuant to
Section 7.2 .
7 . 9 Termination for Default of Contractor. If
termination is due to the failure of the Contractor to fulfill its
obligations under this Agreement, Agency may, after compliance with
the provisions of Section 7.2, take over the work and prosecute the
same to completion by contract or otherwise, and the Contractor
shall be liable to the extent that the total cost for completion of
the services required hereunder exceeds the compensation herein
stipulated (provided that the Agency shall use reasonable efforts
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to mitigate such damages) , and Agency may withhold any payments to
the Contractor for the purpose of setoff or partial payment of the
amounts owed the Agency as previously stated.
7.10 Attorneys ' Fees. If either party to this Agreement
is required to initiate or defend or made a party to any action or
proceeding in any way connected with this Agreement, the prevailing
party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled
to reasonable attorney' s fees. Attorney' s fees shall include
attorney's fees on any appeal, and in addition a party entitled to
attorney' s fees shall be entitled to all other reasonable costs for
investigating such action, taking depositions and discovery and all
other necessary costs the court allows which are incurred in such
litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not
such action is prosecuted to judgment.
8 . 0 AGENCY OFFICERS AND EMPLOYEES : NON-DISCRIMINATION
8 . 1 Non-liability of Agency Officers and Employees . No
officer or employee of the Agency shall be personally liable to the
Contractor, or any successor in interest, in the event of any
default or breach by the Agency or for any amount which may become
due to the Contractor or to its successor, or for breach of any
obligation of the terms of this Agreement.
8 .2 Conflict of Interest. No officer or employee of
the Agency shall have any financial interest, direct or indirect,
in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects
his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any State statute or
regulation. The Contractor warrants that it has not paid or given
and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
8 . 3 Covenant Against Discrimination. Contractor
covenants that, by and for itself, its heirs, executors, assigns,
and all persons claiming under or through them, that there shall be
no discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital
status, national origin, or ancestry in the performance of this
Agreement. Contractor shall take affirmative action to insure that
applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion,
sex, marital status, national origin, or ancestry.
14
0
9. 0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document,
consent, approval, or communication either party desires or is
required to give to the other party or any other person shall be in
writing and either served personally or sent by prepaid,
first-class mail, in the case of the Agency, to the Agency Manager
and to the attention of the Contract Officer, COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, P.O. Box 2743,
Palm Springs, California 92263, and in the case of the Contractor,
to the person at the address designated on the execution page of
this Agreement. Either party may change its address by notifying
the other party of the change of address in writing. Notice shall
be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as
provided in this Section.
9.2 Interpretation. The terms of this Agreement shall
be construed in accordance with the meaning of the language used
and shall not be construed for or against either party by reason of
the authorship of this Agreement or any other rule of construction
which might otherwise apply.
9. 3 Integration; Amendment. It is understood that
there are no oral agreements between the parties hereto affecting
this Agreement and this Agreement supersedes and cancels any and
all previous negotiations, arrangements, agreements and
understandings, if any, between the parties, and none shall be used
to interpret this Agreement. This Agreement may be amended at any
time by the mutual consent of the parties by an instrument in
writing.
9. 4 Severability. In the event that any one or more of
the phrases, sentences, clauses, paragraphs, or sections contained
in this Agreement shall be declared invalid or unenforceable by a
valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the
remaining phrases, sentences, clauses, paragraphs, or sections of
this Agreement which are hereby declared as severable and shall be
interpreted to carry out the intent of the parties hereunder unless
the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this
Agreement meaningless.
9. 5 Corporate Authority. The persons executing this
Agreement on behalf of the parties hereto warrant that (i) such
15
party is duly organized and existing, (ii) they are duly authorized
to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound
to the provisions of this Agreement, and (iv) the entering into
this Agreement does not violate any provision of any other
Agreement to which said party is bound.
16
IN WITNESS WHEREOF, the parties have executed and entered into
this Agreement as of the date first written above.
ATTEST: THE COMMUNITY REDEVELOPMENT
--AGENCY--OF---,THE CITY OF PALM
SPRINGS, a municipal
C rporati
r � \
By:
Assistant Secretary Execu ' e Director
CONTRACTOR-
By:
Name: jG orb. �✓ j-1
Title:
By.
Name:
Title:
Address :
APPROVED AS TO FORM
Agencyi 7nsel
APPRC!VFt` FY'r IrF.,5T`P Cr'JUNCIL
1�7
EXHIBIT "A"
SCOPE OF SERVICES
1. Coordinate activities between the City of Palm Springs and the
abatement contractor. Converse will oversee performance of
contractor by supplying one qualified technician on-site
daily.
2. Perform required air monitoring and inspection of all phases of
the abatement project.
Collection and analysis of approximately 30 air samples,
including clearance air samplesAnalysis of the samples will be
performed by Phase Contract Microscopy.
3. Document, in writing, all activities on the project; and
4 . Perform final visual inspection of abatement areas and perform
clearance air sampling.
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
18
EXHIBIT "C"
SCHEDULE OF COMPENSATION
1 . Project Monitoring - Shall not exceed $2, 400, for four (4) days
with time beyond four (4) days covered under Item #2.
Converse estimates 3 working days with one technician on site,
working a 10-hour shift. Therefore, maximum amount is based
on Converse' s estimate, plus one possible additional day. Fee
based on $600 per Site Surveillance Technician, up to 10 hours
per shift, Monday through Friday with weekend or holiday work
billed at $800 per 10-hour shift per technician. Hourly rates
beyond 8 hours per day on site will be billed at $81 .25 per
hour.
2. Any additional monitoring required, due to project delays,
will be compensated at a daily rate of $600 . These additional
costs may not exceed $1, 800 .
3 . Air Samples - Shall not exceed $420.
Collection and analysis of approximately 30 air samples, at
$14. 00 per sample.
These costs include costs for final air clearances . Converse
requires a 48-hour notice prior to the completion of the
abatement to schedule a technician to perform clearance
sampling. If building does not pass clearance air sample,
Converse will have to return and perform additional sampling.
Additional sampling will be billed at $600 per visit, but, in
accordance with the bid specifications (Section 02080, Article
3 . 04, 5a) is to be borne by the abatement contractor.
EXHIBIT "D"
TO CONTRACT SERVICES AGREEMENT
20
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
This contract shall be in effect until abatement and
demolition work are completed. Should be no more than three weeks
maximum time from start of work. Contract will be in effect from
date of acceptance of document through completion of project.
EXHIBIT "D"
TO CONTRACT SERVICES AGREEMENT
21
04/14/1997 15: 09 7144532880 CONVERSE PAGE 02
Consulting Environmental
Engineers and Geologists
CONVERSE= - _== 15245 Afton Parkway
s
ENVIRONMENTAL_ = ee 100
ORANGE COUNTY = Irvme. Ca 927,8-23()7
7141453-28W
FAX 714/453.2888
April 14, 1997
Ms. Elaine Wedekind
City of Palm Springs
P.O. Box 2743
Palm Springs, CA 92263-2743
Subject: Revised Proposal for Pull Time Asbestos Project Management
3845-3851 E. Ramon Road
Palm Springs, California
Converse Proposal No. 96-42-351-00
Dear Ms. Wedekind :
Converse Consultants Environmental West (Converse) is pleased to provide this proposal to perform
the following additional asbestos related services relating to the abatement of the asbestos-containing
materials at the referenced property. Provided herein is an itemized list of our estimated costs.
Converse's full time asbestos project management services consist of the following:
1) Coordinate activities between the City of Palm Springs and the abatement contractor;
2) Perform required air monitoring and inspection of all phases of the abatement project;
3) Document, in writing, all activities on the project; and
4) Perform final visual inspection of abatement areas and perform clearance air sampling.
Converse will perform the above scope of work for the following costs:
1) Project Monitoring - Estimate $1,800. This figure is based on 3 working days. Converse
plans to have one technician on site, working a 10 hour shift. This estimated fee is based
on $600 per Site Surveillance Technician, up to 10 hours per shift, working one shift,
Monday through Friday. Weekend or holiday work is billed at $800 per 10 hour shift per
technician. Hourly rates beyond 8 hours per day on site will be billed at $ 81.25 per hour;
2) Air samples - Estimate $420. - Collection and analysis of approximately 30 air samples,
including clearance air samples, at $14,00 per sample_ Analysis of the samples will be
performed by Phase Contract Microscopy.
04/14/1997 15:09 7144532880 CONVERSE PAGE 03
These coats include the costs for the final air clearances in Converse's proposal dated March 20, 1997.
Converse will require a 48 hour notice prior to the completion of the abatement to schedule a technician
to perform clearance sampling. If the building does not pass clearance air sampling, then Converse will
have to return and perform additional sampling. Additional sampling will be billed at $600 per visit.
This additional cost, in accordance with the bid specifications (Section 02080, Article 3.G4, 5a) is to
be borne by the abatement contractor.
Warranty and Limitations
The services outlined in this proposal will be carried out in accordance with accepted environmental
principles common to the local area in which we practice. Special requirements of an independent party
(e.g., regulatory agency) may necessitate a change in this Scope of Work. We make no other warranty,
either express or implied.
Authorization
If the conditions of this proposal are acceptable to you, please sign one copy of this proposal and return
it to our office, as our written authorization to proceed. Retain the second copy for your records.
This proposal and attached General Conditions (GC-96), constitute the entire agreement between the
City of Palm Springs and Converse.
If you have any questions, please call us at (7I4) 453-2880.
Respectfully submitted,
CONVERSE ENVIRONMENT WEST
Norbert E. Kram ,Jr. 4Viident
Scheil, R.G.E.
Certified Asbestos Consultant
Encl: General Conditions ( GC-96)
RECEIPT OF THIS PROPOSAL IS ACKNOWLEDGED AND THE CONDITIONS CONTAINED
HEREIN ARE ACCEPTED BY THE CLIENT.
Approved for: City of Palm Springs
By: Title: Date:
JUL 211.97 11 :25 FIR F AND 213 .599 7536 To 6193228325 P . 92i02
«� "" 7/18/97
IIAMMV
C,ww. k+,«««�4..,w H>r.^w°M. ... +,:,:%.w)...,.....,,;5.... _. :«.�..». ,,..._ ...
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Aon Risk Services , Inc , or HOLDER. TM CERTIFICATE DOES NOT AMEND, EXTEND OR
Southern California ALTER 7HE COVERAGE AFFORDED BY THE POLICIES BELOW.
707 Wilshire Blvd. , 96000 COMPANIES AFFORDING COVERAGE
Los Angeles, CA 00017 I CORNY
213-530-3229 A Zurich Insurance Com ah
wt42�w COF'ANY
Converse Environmental West ��pp��aa B Fireman'■ Fund Ins. Com an
Attn: Vicki Col I ier AVG � 09 COWIPANY
185 East Paularino , Suite B C
Caste Mesa , CA 92626 `(,.� 1 ?t� � ���", ,� couau+Y
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THISISTO CERTIFY THATTHEPOLICIES OFINSURANCELISTEDBELO W HAVEBIgNISSUEDTOTHEINSUREDNAMMABOVEFORTI-]EPOLICYPERIOD
INDICATED,NOTW FrHSTANDINGANYREOUIREMENT,TERMORCONDTTMONOPANYCONTRACTORO-rHERDOCUMENT WTTHRESPECTTO WMHTWS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED By PAID CLAIMS.
col TYPE OF INSURANCE POLICYNIJMER POUCTEFFETJYIYE FOUCYEI(PIRATIO ITS
LTR DATROMVMM) DATE(MMIDOM) Lim
GERe"ALL1MRM GENERAL AGGPLGATE t 1 000 Doe
A X COWERCIALGIEERALLIABILITY GLO3656693 8/17/96 8/17197 PRODUCTS-COI.v/OP AGO s 1 ,000 ,000
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WORKEIIS COMPENSATION ANO STATUTORY LIMITS
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SpiRiION OF OPERATMNSA.OGATICHWYEH NSPECIALR�MS_';
Project: 96-42351-01 — Agreement--*3607_, -Cert if(Cate Holder is included as an
Additional Insured as respects the oparations of the Named Insured,
Insurance is Primer and Non—Contributor NOCI
r , 'I''„g;Y,:aYF4�- `Ifn!'
aNaULD ANY OF THE ASOYE DE NIIM POLTOIES SE CANOEUXD aEPORI THE
EWOIATION DATE THEREOF, THE ISSUING COMPANY WILL VR!PeAMR`T?MIA&
City of Palm Springs 3p DAYS W TTEN NOTMOTO THE CERTIFICATE HOLDER NAMED TO THE OFT,
Attn: Mc. Elaine Wedekind
3200 Tahquitz Canyon Way
Palm Springs , CA 92252 AUTNO OSp RI A 1881100)2
s
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JUL, -17' 97 (THU) 10: 15 MACKENZI0 ASSOC. TEL:714 70215 P. 002
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pROWCER (714)756-@200 FAX (714)756-B215 „' 1 07/17/1997
ONLY AHD CONFER$NO RIGHTS UPON THE CERTIFIC atKeniie and
Associates HOLOER.THIS CERTIFICATE DOES NOT AMEND,WEND OR
9 Executive Circle ALTER WECOVERHGEAFFORDED8Y THE
POLICIES
BELOW.
Suite 230 COMPANIESAFFORDINGCOVERAGE
.........................._................,........,..................................Irvine, CA 92714 ; �GpMPANy California Compensation
Attn: Ni chel1e Hel ri ng Ext; A
..................................................................................................
Converse Environmental West i COMPANY
B
1SSEast Paularino ...cCMPun.............................................................................................................................
Suite 0 L
Costa Mesa, CA 92626 L....................
COMPANY'
D
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THI IS TO CERTIFYTHAT THE POLICIES>OF INSURANCE U6TF.O BELOW HAVE UEEN ISSUED TO THE INSURED NAMED ABOVE OR THEE POLICY PERIOD
INDICATED,NOTWITHSTANpINGANY RECUIREMENT,TERM OR CONDFLION OF ANY CONTRACT OR OTHER QOCUMENT WTTH RESPECT TO NMICH THIS
CERTIFIGITE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY YXE P6uCIEs DescaleeD HEREIN I5 Sl1H.lEcr TD ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCX POLICIES.LIMBS SHONM MAY HAVE @EEN REDUCED @Y PAID CLAIMS.
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I EL EACH ACCIDENT ¢..... 1 / 1/14/199T ........................A THEPROPRIETORf , "F !W96B12E464 i1114 1996 1 �..........., ,,,,,,,,,,,,,,,,,,,,,_i L000._000
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PARTNER91EJUEcugvE f.......! i ; 'ELOISEASE-POLICY LIeaT s .........000,,_000
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OTHER
CRI P N 'OGTIONSNEHICL pEG,LL.REVS
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raj ett Ng6-42351-01 ROOM
,
SHOULD ANYOF THE ABOVE DESCRIBED POLICIES HE CANCgLEp pEFORE THE
EXPIRATION DA.TE'MERFOF,THE ISSUING COMPANY VALLENDFAVOR TO MAIL
City Of Palm Springs " DAYS VIRn EN NOTICE TO THE CERTIFICATE HOLUEA NAMED TO THE LEFr,
Attn: Hs. Elaine Wedekind BUY FAILURETO MAIL SUCH NOTICE SHALL IMPOSE NO ODUUT1ON OR UABIUTY
3200 Tahquiti Canyon Way F ANY FUND UPON THE COMPANY,ITS AGENTS OR RuMeNrATNES.
Palm Springs, CA 92262 u 0 Er FsENTA
MIN
Amu
r1Pj
This form ® TRUCK INSURANCE ❑ FARMERS INSURANCE ❑ MID-CENTURY
is issued EXCHANGE EXCHANGE INSURANCE CO. °
by: NCCI CO. NO. NCCI CO. NO. NCCI CO. NO.
18244 9 17744 12998
CERTIFICATE OF WORKERS' COMPENSATION INSURANCE 3
3-7 5 �
Employer p
Address COACHELLA COALITION (AL CORP)
LEY OUSING JU,j 2 j Agent
45701 MONROE ST STE A,E,F, & G _��„
INDIO CA 92201 � s- 99 31 372 A2007 4370 96
Policy Number Policy
of the Company Year
"X'd" above
Certificate
Effective From 4-9-97 to 11-10-97
rr
COVERAGE LIMITS
n-
Workers' Compensation Statutory r _
Employers' Liability Bodily Injury by Accident $ 1,000,000 each accident
Bodily Injury by Disease $ 1,000,000 each employee -
Bodily Injury by Disease $ 1,000,000 policy lin.it',
DESCRIPTION OF OPERATIONS AND LOCATIONS COVERED
ALL OPERATIONS COVERED
ALL LOCATIONS COVERED except those operations in the states of Nevada, North Dakota, Ohio, Washington, West Virginia
and Wyoming.)
When countersigned by our authorized representative, this certificate supersedes any previously issued certificates. It certifies that the
above described policy of Workers' Compensation insurance has been issued to the above employer. This certificate or verification of
insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed, nor shall the above
described policy be amended, extended or altered by any requirement, term or condition of any other contract or document with respect
to which this certificate or verification of insurance may be issued or may pertain.
It is agreed that upon cancellation or termination of the described policy for any cause, we will give you _THIRTY (30) days
notice in writing.
CITY OF PALM SPRINGS
P 0 BOX 2743
PALM SPRINGS CA 92263
Countersigned
56-5112 1-94 ',Authorized Representative
H�W 1121