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HomeMy WebLinkAboutA3762 - RANGE MGT SVCS LEAD REMOVAL MO 5884 ' Range Management Services Inc Cleanup, Removal Lead Waste & Lead Dust Mtrl from PSPD AGREEMENT #3762 M05884, 1-8-97 CONTRACT SERVICES AGREEMENT FOR THE CLEANUP, REMOVAL, RECYCLING AND DISPOSAL OF LEAD WASTE AND LEAD DUST MATERIAL FROM THE PALM SPRINGS POLICE DEPARTMENT THIS CONTRACTS VICES AGREEMENT (herein "Agreement") is made and o entered into this Ox day f F�rn�-1997 by and between the CITY OF PALM SPRINGS (herein "City"), a municipal corporation, and Range Management Services, Inc. (herein "Contractor"). The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Agreement. This Agreement is to govern services to be provided by Contractor for the proper cleaning, removal, transportation and recycling of lead waste material and other demolition debris from that property located at 200 South Civic Drive, Palm Springs, California 92262 (the "Subject Property"), commonly referred to as the Palm Springs Police Department, and particularly the Palm Springs Police Department Firing Range, including the cleaning and vacuuming of lead dust and lead dust residue. 1.2 Scope of Services. The Scope of Services to be provided under this Agreement include: 1. The disassembly, cleaning, removal and disposal of lead waste material from the "Target/Trap" in the Firing Range on the Subject Property; 2. The vacuuming, cleaning and proper disposal of lead dust and lead dust waste residue from the walls, floors, ceiling, ventilation system, target tracks, baffles, booths and target trap areas; 3. The removal, cleaning, bagging and disposal of certain duct work in the Firing Range; and 4. In the fan room, the removal of all insulation from walls, and the vacuuming and cleaning of the walls, floors and fans to remove all lead dust and lead dust waste residue. Contractor agrees to provide the services generally described herein and others more specifically described in Exhibit "A," in accordance with the schedule set forth in Exhibit "A 227/014084-0001/3029180.3 "02/07/97 -1- Contractor represents and warrants that all services performed in connection with this Agreement by itself or any subcontractor will be performed in a competent, professional and satisfactory manner, and will be performed in accordance with the standards prevalent in the industry. B. Remedial Work Services Contractor agrees in entering into this Agreement to provide, at the City's written request, remedial and maintenance work on the Subject Property (hereafter "Remedial Work") beyond those services described in Exhibit "A," at the rates set forth in Exhibit "B." The parties hereto understand and agree that the City is not required by this Agreement to utilize the services of Contractor for any Remedial Work to be performed on the Subject Property, and may choose to use the services of any other person or entity as a contractor for any or all of the Remedial Work. Should City utilize the services of Contractor in the performance of any Remedial Work, Contractor agrees to provide such services in accordance with the rates set forth in Exhibit "B," and such rates shall remain in effect for a period of thirty-eight (38) months after the date the City issues a Notice to Proceed under this Agreement. The terms and conditions of this Agreement shall govern the performance of the remedial wok under Exhibit "B." 1.3 Compliance with Law. Contractor represents and warrants that all services rendered hereunder by itself or any subcontractor shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and the statutes, rules and regulations of the United States of America, the State of California, the County of Riverside, and all other regional and local governmental agencies with jurisdiction. 1.4 Licenses, Permits. Fees and Assessments. Contractor represents and warrants that Contractor, and all subcontractors, have obtained or will obtain, at their sole cost and expense, all licenses, permits and approvals required by law for the performance of the services required by this Agreement. Contractor and/or its subcontractors 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 their performance of the services required by this Agreement, and Contractor shall indemnify, defend, reimburse and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City. 1.5 Treatment, Storage or Disposal Facility. Contractor represents and warrants that any treatment, storage or disposal facility to be used in furtherance of this Agreement will be a properly licensed and permitted facility, in accordance with all applicable federal, state and local laws governing the same, and that there are no releases or significant threatened releases of any hazardous waste as defined under California Health & Safety Code Section 25117, or hazardous substances as defined under California Health & Safety Code Section 25281(f), and all amendments thereto, into the soil or groundwater at such designated facility or facilities. Contractor shall show proof of all necessary licenses, permits, approvals and/or certificates for the lawful operation of any such treatment, storage or disposal facility, 227/014084-0001/3029180.3 a02/07/97 -2- and shall provide copies of the same to City prior to the removal, transportation, treatment and/or disposal of any waste to such facility. Contractor understands and agrees that the City may terminate this Agreement or prohibit the removal, transportation, treatment and/or disposal of any hazardous waste or substance to a designated treatment, storage or disposal facility not consistent with the provisions of this paragraph and/or the intent of this Agreement. 1.6 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor and its subcontractors (a) have thoroughly investigated and considered the scope of services to be performed, (b) have carefully considered how the services should be performed, and (c) fully understand the facilities, difficulties and restrictions attending performance of the services under this .Agreement. Contractor warrants that Contractor and all subcontractors have or will investigate the property described in Paragraph 1.1, 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 City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. Contractor, on behalf of itself and any officer, agent, employee or representative of Contractor, hereby waives and releases City, and its past and present officers, Councilmembers, agents, representatives, attorneys and employees, from and against any and all damages, injuries, claims, actions, remedies, fines or liabilities, including bodily injury, personal injury and property damage, both known or unknown, suspected or unsuspected, to Contractor and/or its officers, agents, employees or representatives that may arise from the existence or potential existence of any hazardous materials, hazardous waste or hazardous substance, as such terms may be defined under any state, federal or local law or regulation, and from any condition or defect that exists or that may exist on the Subject Property; Contractor, by entering into this Agreement, expressly assumes the risks created by any such conditions, defects, materials, wastes or substances on the Subject Property. 1.7 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, except such losses or damages that are caused by City's own negligence. 1.8 Suspension of Services. The City may, with cause, at any time, suspend, delay, interrupt or stop the performance of any and all services of Contractor under this Agreement, upon one (1) day's written notice to Contractor. In the event of any such suspension of services, where Contractor is in compliance with the terms of this Agreement, reasonable costs necessarily incurred by Contractor during the suspension period as a result of the suspension, including costs incurred in reactivating sources, shall be reimbursed to Contractor after Contractor (a) itemizes the costs involved; (b) provides satisfactory documentation to support the itemized costs; and (c) demonstrates that the services provided during this suspension were in direct support of the overall services to be performed under this Agreement. 2271014084-000113029180.3 .02/07/97 -3- 1.9 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 herein specified, neither party shall be responsible for the service of the other. 1.10 Additional Service. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work 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, with such adjustments being subject to the written approval of the Contractor. Any increase in compensation of ten percent (10%) or less of the Contract Sum, or in the time to perform of ninety (90) calendar days or less must be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered under this Agreement, Contractor shall be compensated within forty-five (45) days of completion of each of the separate and identifiable tasks referred to in Exhibit "A" hereto and the City's receipt of an invoice thereon. The total of the payments delineated for the individual tasks set forth in Exhibit "A" are collectively the "Contract Sum." For any services performed in connection with any Remedial Work, Contractor shall be compensated at the contract rates set forth in Exhibit "A" hereto, with all material costs and all subcontractor costs incurred by Contractor to be billed and paid by City at the same costs and rates billed and paid by Contractor; that is, Contractor shall not charge City a mark-up on material costs or services performed by any subcontractor of Contractor. All amounts for services provided for remedial work shall be paid within forty-five (45) days of completion of the work and the City's receipt of an invoice for such services. Any invoices of services rendered shall contain a complete and accurate description of all work to be charged pursuant to the invoice. 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 perform the services and tasks identified in Exhibit "A" in accordance with the time schedule set forth therein. 3.3 Site Upkeep. Contractor shall keep the work area at the Subject Property free of safety hazards and debris. Contractor shall be responsible for the immediate cleanup of 227/014084-0001/3029180.3 a02107/97 -4- any spillage or release of any waste at the Subject Property or at any other location, if such spillage or release is caused by Contractor's actions or inactions. In the event of any spillage or release of any lead waste or other waste, or of any other material, Contractor shall immediately notify the Contract Officer in addition to any other notification requirements imposed by law on Contractor. The City may deduct from monies due, or to become due to the Contractor, any expense incurred by the City as a result of the Contractor failing to correct any safety hazard or failure to promptly and completely cleanup any spill or release or to remove any waste or debris which, in the opinion of the Contract Officer, has resulted from Contractor's services under this Agreement. 3.4 Permit Documentation. Contractor represents and warrants that Contractor and any and all subcontractors have provided copies of any and all permits, licenses or approvals needed for purposes of carrying out the services under this Agreement to City prior to the execution of this Agreement by City. 3.5 Force Iylaieure. The time period(s) specified in this Agreement 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 City, if the Contractor, within three (3)days of the commencement of such delay, notifies the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of the 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 City for any such delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.6 Contractor's Failure to Perform. Should the Contractor fail to perform in accordance with the terms and conditions set forth in this Agreement, City has the right to obtain the required services, at its discretion, from another person or entity, either temporarily or permanently, and to either suspend or terminate all remaining portions of this Agreement in the event of such failure of performance on the part of Contractor. In the event Contractor fails to perform in accordance with this Agreement, in addition to its rights of suspension and/or termination of this Agreement, City ret<2ins all other rights and claims provided for under this Agreement or as may otherwise be provided by law. In the event the City must obtain another person or entity to perform the services required to be performed by Contractor herein, Contractor shall be responsible for all additional costs, expenses and damages incurred by City as a result of the same. 2271014084-0001/3029190.3 a02107/97 -5- 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: Mr. Richard Hayes, Jr. Mr. John F. Gritschke It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City 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 City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. 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 City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Aaainst Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City 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 City. 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 prior written approval of City. 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 of any liability hereunder without the express consent of City. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees or any subcontractors, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's 227/014084-000113029180.3 a02/07197 -6- employees, servants, representatives, agents or subcontractors, or in fixing their number, compensation or hours of services. Contractor and all subcontractors shall perform all services required herein as independent contractors of City and shall remain at all times as to City wholly independent contractors 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 City. City 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 venturer or a member of any joint enterprise with Contractor or any subcontractor. 5.0 INSURANCE INDEMNIFICATION AND BONDS 5.1 Insurance. Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extensions thereof, and for such additional periods as required below, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis or on a claims made basis. If the policy is written on a claims made basis, the policy shall remain in effect for three (3) years after the date of completion of any services provided under this Agreement. The policy of insurance shall be in an amount not less than bodily injury limits of$1,000,000 per person, $1,000,000 per occurrence or claim and $1,000,000 products and completed operations, and property damage limits of $1,000,000 per occurrence or claim. Contractor shall name City as an additional named insured with regards to Contractor's work under this Agreement. (b) Pollution Legal Liability Insurance. A policy of pollution legal liability insurance written on a claims made basis shall be written in an amount not less than $1,000,000 per loss and $1,000,000 in the aggregate. Said policy shall remain in effect until three (3) years after the date of completion of services provided for under this Agreement. Contractor shall provide such evidence of insurance annually to City, naming City as an additional named insured, with regards to Contractor's work under this Agreement. (c) Worker's Compensation Insurance. A policy of worker's compensation insurance for all employees of Contractor and all employees of any subcontractor performing any services hereunder, 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 the Contractor, any subcontractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed 2271014084-0001/3029180.3 a02107/97 -7- by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (d) 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 per person and $500,000 per occurrence and property damage liability limits of$100,000 per occurrence and $250,000 in the aggregate or (ii) combined single limit liability of$500,000. Said policy shall include coverage for owned, non- owned, leased and hired cars. (e) Additional Insurance. Policies of such other insurance, including professional liability insurance, as may otherwise be required by state or federal law, to conduct the services required by this Agreement. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds, except that the City shall not be named as an additional insured for the worker's compensation insurance coverage. The insurer shall waive all rights of subrogation and contribution it may have against the City, 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 cancelled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled, 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 City with Certificates of Insurance in the standard ACCORD form or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the Contract Officer. 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 the City or 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 services under 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, and to name the City as an additional insured under the policies identified above, in accordance with all of the requirements of this Section 5.1, or in the alternative Contractor must show proof that Contractor's insurance will cover the work of the subcontractor in accordance with the terms of the Agreement. 5.2 Indemnification. Contractor agrees to defend, reimburse and indemnify the City, its past and present officers, councilmembers, agents, representatives, attorneys and 227/014084-0WI/3029180.3 a02/07/97 -8- employees (hereafter "Indemnified Parties") against, and will hold and save each of them harmless from and against, any and all damages, injuries, claims, actions, penalties, fines, 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 any actions, inactions or omissions of Contractor, its agents, employees, subcontractors or invitees hereunder (including any claims brought by any agent, employee or representative of Contractor), or that concerns or in any way relates to the services of Contractor or of any subcontractors provided service as to or on behalf of Contractor, whether or not there is concurrent, passive or active negligence on the part of the Indemnified Parties, but excluding such Claims or Liabilities arising from the sole negligence or willful misconduct of the Indemnified Parties. Claims as used herein includes, but is not limited to, claims based on the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), Title 42 U.S.C. §§ 9601, et seq.; the Resource Conservation and Recovery Act ("RCRA"), Title 42 U.S.C. §§ 6901, et seq.; the California Hazardous Substance Account Act ("HSAA"), California Health & Safety Code §§ 25300, et seq.; the California Hazardous Waste Control Laws ("HWCL"), California Health & Safety Code §§ 25100, et seq.; the California Porter Cologne Act, California Water Code §§ 13000, et seq.; the California Safe Drinking Water and Toxic Enforcement Act of 1996, California Health & Safety Code §§ 25249.5, et seq.; State and Federal law governing underground storage tanks, including California Health & Safety Code § 25280, et seq.; State and Federal law governing the assessment, management, notification and removal of asbestos, including California Health & Safety Code § 25914 and §§ 25915, et seq.; and all other related environmental laws and regulations thereto, including all amendments to such statutes and applicable regulations.In connection with the indemnification provided in this Section: (a) Contractor will defend any action or actions filed or threatened in connection with any of said Claims or Liabilities with an attorney approved in advance by the Indemnified Parties, and will pay and reimburse the Indemnified Parties for all costs and expenses, including legal costs and attorneys' fees, incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the Indemnified Parties for any such Claims or Liabilities, or any reasonable settlement entered into by any indemnified party as a result of any claim or liability, and Contractor agrees to indemnify and to save and hold the Indemnified Parties harmless therefrom; (c) In the event any Indemnified Party is made a party to any action or proceeding filed or prosecuted against Contractor, Contractor agrees to pay and to reimburse the Indemnified Party for any and all costs and expenses incurred or to be incurred by the Indemnified Party in such action or proceeding, including but not limited to legal costs and attorneys' fees, and to indemnify and hold and save such parties harmless from any and all such Claims or Liabilities. 227/014084-0001/3029180.3 a02/07/97 -9- 5.3 Sufficiency of Insurer or Suretv. 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 requirements are waived in writing by the Risk Manager of City ("Risk Manager"). If the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and any performance bond may be changed 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 City Council of City within 10 days of receipt of notice from the Risk Manager. 6.0 RECORDS AND REPORTS 6.1 Reports. Contractor shall prepare and submit to the Contract Officer a written report on the services provided pursuant to this Agreement, copies of all reports concerning the work performed hereunder as may be required by any governmental agency or agencies, and shall provide copies of all waste profiles, waste manifests, weigh tickets, bills of lading and certificates of recycling, treatment or disposal, to the Contract Officer as necessary to verify the completion of the work to be performed under this Agreement. 6.2 Records. Contractor shall keep and maintain, and require subcontractors to keep and maintain, 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 City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of seven (7) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required, at no cost to City. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other written materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of the City and shall be delivered to City upon request of the Contract Officer or upon termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and written materials hereunder. 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 City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 227/014084-0001/3029180.3 a02/07/97 -10- 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 appropriate federal court, state court, or other appropriate state court, and Contractor covenants and agrees to submit to the personal jurisdiction of such court(s) 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 other of the claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within three (3) days of service of such notice and completes the cure of such default within thirty (30) 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, immediate action may be necessary, and a shorter period for cure of such default as reasonably determined by the injured party shall apply. 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 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 City's right to terminate this Agreement without cause pursuant to Section 7.6. 7.3 Retention of Fund. Contractor hereby authorizes City 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 City for any losses, costs, Liabilities or damages suffered by City, and (ii) all amounts for which City 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 or lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. Neither the exercise of its right to deduct or withhold nor failure of City to exercise such right to deduct or to withhold shall affect the obligations of the Contractor to insure, indemnify and protect City as elsewhere provided. 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. 227/014084A001/3 02 9 1 8 0.3 a02/07/97 -1 l- 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive of 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 City's Right to Terminate Without Cause. The City may terminate this Agreement at any time, with or without cause, upon three (3) 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. Upon receipt of notice of termination from City, Contractor shall immediately cease all services hereunder except as may be specifically approved by the Contract Officer. Where termination is not due to the failure of Contractor to fulfill its obligations under this Agreement, Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services approved by the Contract Officer in writing, except as provided in Section 7.3. 7.7 City's Rieht to Terminate Contract for Cause. In the event of a breach of any representation or warranty of Contractor under this Agreement, or where Contractor fails to comply with the terms and conditions of this Agreement, in addition to the City's right to terminate under any other provision of this Agreement, or as otherwise provided by law, the City has the right to terminate this Agreement and to terminate all obligations of the City herein, immediately, upon written notice to Contractor of the same. 7.8 Completion of Work Where Termination for Cause. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City 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 provided (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City. 7.9 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 otherwise, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' 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, including expert witness fees and consultant fees. All 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. 227/014084-0001/3029180.3 a02/07/97 -12- 8.0 CITY OFFICERS AND, EMPLOYEES: NON-DISCRIMINATION 8.1 Non-Liability of City Officers and Employees. No officer, councilmember, representative, employee, attorney or agent of the City shall be personally liable to the Contractor, or to any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation or term of this Agreement. 8.2 Conflict of Interest. No officer, councilmember or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such person participate in any decision relating to the Agreement which effects his or her financial interest or the financial interest of any corporation, partnership or association in which he or she 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. 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 City to the City Manager and to the attention of the Contract Officer, 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 or 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 Integrated Agreement. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels 227/014084-000113029180.3 a02/07/97 -13- FED — I S — 9 7 T U E 1 4 _ 37 P AL- M S P R I N G S P U P. C H P . 0 2 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 a fully executed instrument in writing. 9•4 ,StRXgC DUily. In the event that any one or more of the phrases, sentences, clauses, paragraphs or sections containe4 in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforccability shall not effect 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 valid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement mcaningiess. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant drat (i) such 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. IN WITNESS W1-1ERF,OF, the parties have executed and entered into this Agreement as of the date first written above, C1T �I P1 RINGS, municipal'Corp ti i 13y: B �.,,. .,..,_.,_._ Y City C le.rk City nager - - APPROVED AS TO FORM: RUTAN & TUCKER City RANGE-, MANAGEMENT SXS4T*MS, INC. —f 'a'P 'ROVED BY THE cqr�cK umc.K "CON" l�-TJR31 (�-"a�(o�>— Ricliarct ayes, Jr. Vice President W/014094 IXN11l31i791d0.3 &02/07197 -14- Exhibit "A" SCOPE OF SERVICES I. SCOPE OF SERVICES: The scope of work includes providing all labor, supervision, equipment, materials, transportation, recycling and disposal costs necessary forproviding the following: A. The disassembly, cleaning, removal and disposal of lead waste material from the "target/trap" in the firing range of the Police Department. B. The vacuuming, cleaning and proper disposal of lead dust and lead dust waste residue from the walls, floors, ceilings, ventilation system, target tracks, baffles, booths, and target trap area. C. The removal, cleaning, bagging and disposal of obsolete duct work over firing positions and down the left side of the Firing Range. D. In the fan room, remove all insulation from walls, vacuum and clean walls, floor and fan to remove all lead dust and lead dust waste residue. E. The firing range to be decontaminated to 1000 micrograms per square foot for all hard surfaces. F. Contractor site personnel supervising the project must work under the direction and report to a Certified :Industrial Hygienist. The contract site personnel must ensure that all safety measures are enforced. G. Contractor to perform air monitoring before, during and upon completion of all work. All test results and a final report will be sent to the City of Palm Springs for review. H. Blood tests of all individuals performing any of the above work will be performed prior to job start and upon job completion. I. Regarding the disposal of materials, all rinse water will be placed in drums, and disposed of by Norris Environmental (now U.S. Filter) located in Los Angeles, California. All lead and lead dust will be sent to Ekco Metals, located in Los Angeles, California. The insulation will be sent to American Ecology, located in Beatty, Nevada. All of the above will be transported by carriers licensed to handle hazardous material[, in a manner complying with all Federal, State and local laws and regulations., The City will be sent a copy of the manifest, signed by Norris Environmental, Ekco Metals or American Ecology, as appropriate. 227/014094-0001/3046526. n01/29/97 ! 0 H. SCHEDULE OF PERFORMANCE: The scope of the cleanup work, as defined herein, is to be completed by no later than February 17, 1997. III. CONSIDERATION In consideration for services provided and outlined in the contract, the City of Palm Springs agrees to pay the Contractor the sum $17,500.00. 227/014084-0001/3046526. a01129197 Exhibit "B" REMEDIAL WORK/MAWIMNANCE OF FIRING RANGE The following is a schedule of costs of services of the Contractor the City may utilize for remedial work/maintenance of the Firing Range: Bi-Monthly Cleanup/Maintenance Service $750.00/month Includes HEPA vacuuming floors, booths, cycle and package lead from trap in accordance with trap manufacturer's recommendations. Fvery other visit will include HFPA vacuuming of target system tracks, cross members, and exhaust fan room. Monthly Extensive Cleanup/Maintenance Service $500.00/month Includes HEPA vacuuming floors, booths, cycle and package lead from trap in accordance with trap manufacturer's recommendations. Each visit will include HEPA vacuuming of target system tracks, cross members, and exhaust fan room. Quarterly Cleanup/Maintenance Service $980.00/quarter Includes HEPA vacuuming floors, booths, cycle and package lead from trap in accordance with trap manufacturer's recommendations. Each visit will include HEPA vacuuming of target system tracks, cross members, and exhaust fan room. Annual Cleanup/Maintenance Service $2,850.00/annual visit Includes HEPA vacuuming floors, booths, cycle and package lead from trap in accordance with trap manufacturer's recommendations. Each visit will include HEPA vacuuming of target system tracks, cross members, and exhaust fan room. 227/014094-0001/3046526. .01/29/97 DATE IMM/DD/YVI CERTIFICATE OF INSURANCE PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER_ THE-COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY p ;INSURE COMPANY r i COMPANY C COMPANY D !COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS _ { CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. { CO TYPE OF INSURANCE POLICY EFFECTIVE POLICY EXPIRATION LTR r POLICY NUMBER DATE(MM/DD/YYI r DATE(MM/DD/YYI LIMITS � GNERAL LIABILITY _ . E _ : ._ i GENERAL AGGREGATE COMMERCIAL GENERAL LIABILITY / �'L PRODUCTS-COMP/OPAGG $ _ h . CLAIMS MADE OCCUR - I PERSEACHONAL&ADV INJURY �� CU OWNER'S&CONT PROT MED DAMAGE person) $ I FIRE DAMAGE(An one fuel " EXP ny AUTOMOBILE LIABILITY _ '�- - ----------- -- - -- $ ANY AUTO COMBINED SINGLE LIMIT $ ALL OWNED AUTOS (BODILY INJURY SCHEDULEDAUTOS (Perperson) $ toll fl rr'Io f� �,� HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ { _ GARAGE LIAB...___IL_ITY....__ - AUTOONLY-EA ACCIDENT $ ANYAUTO OTHER THAN AUTO ONLY, --- - _-- EACH ACCIDENT $ -- __- AGGREGATE - $ I EXCESS LIABILITY j EACH OCCURRENCE $ UMBRELLA FORM i i AGGREGATE $ OTHER THAN UMBRELLA FORM --_— WORKERS COMPENSATION AND -STATUTORY LIMITS ILITY - EMPLOYERS'LIAB -- --- — EACH ACCIDENT i $ THE PROPRIETOR/ P _.. INCL DISEASE-POLICY LIMIT $ ARTNERS/EXECUTIVE OFFICERS ARE: EXCL r DISEASE EACH EMPLOYEE $ I DESCRIPTION OF O, _PERATIONS/LOCATIONS/VEHICLES/SPECIAL(TEMS CERTIFICATE HOLDER -CANCELLATION r` SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE { EXP.rIflATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL ' r ( _ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, j BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON AUTHORIZED REPRESENTATIV HE COMPANY, ITS / R REPRESENTATIVES. I I it ACORD 25-S(3/93) CACORD CORPORATION 1993 I j ACORD CERTIFICA OF LIABILITY INSUROCE CSR BE DATE(MM/DD/YY) CASWELL 01/24/00 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Dolliff, Inc. Insurance HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 6465 Wayzata Blvd. , Suite 850 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. St. Louis Park MN 55426 COMPANIES AFFORDING COVERAGE Bruce G. McIntosh COMPANY PM1nne No. 612-593-7400 Faz No. 612-593-7444 A GRE Insurance Group INSURED COMPANY B F 5mout Compensation lnl . Grp. COMPANY Range Management Services, Inc C / 720 Industrial Dr. compelY Cary IL 60013 COVERAGES , ` f THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MM/DWYY) DATE IMM/DD/YYI GENERAL LIABILITY GENERAL AGGREGATE $ COMMERCIAL GENERAL LIABILITY PRODUCTS-CDMP/OP AGG $ CLAIMS MADE ElOCCUR PERSONAL&ADV INJURY $ OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ FIRE DAMAGE(Any one fire) S MED EXP(Any one person) S AUTOMOBILE LIABILITY A ANY AUTO 85875061 04/01/99 04/01/00 COMBINED SINGLE LIMIT $ ALL OWNED AUTOS eom) s1,000,000 SCHEDULED AUTOS IPer perILY person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per acmtlepf X Hired PD- $35,000 $100Comp/$500Coll PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY EACH ACCIDENT S AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE S UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND X WC STATU- OTH- EMPLOYERS'LIABILITY TORV LIMITS ER EL EACH ACCIDENT 55001000 B THE PROPRIETOR/ INCL W02721201 04/01/99 04/01/00 EL DISEASE POLICY LIMIT 4 .5001 000 PARTNERS/EXECUTIVE OFFICERS ARE: EXCL EL DISEASE-EA EMPLOYEE $ 500,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS CERTIFICATE HOLDER CANCELLATION PA.LMSPR SHOULD ANY DETER ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILLYMk4SY.05I913UAIL City of Palm Springs 30 DAYSWBLtTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: City Clerk xxyma r' P O Box 2743 -- Palm Springs CA 92263-2743 AFy�lLvgcl0A4f 4MT.R0XH. e�FF�R 44 € AUTHORIZED REPRESE IVE Bruce G. I ACORD 25-S (1/95) f 4 + ,A76 6�-rON 1988