HomeMy WebLinkAboutEnviron International - 2013-04-24•
�, CONTRACTS SUBMITTAL TO
CITY CLERIC'S OFFICE
*_
To: JOAN FLYNN, City Clerk
Name of Contractor: Environ International
Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park
Evaluation of SCAQMD's analysis of beach fire pit provisions
7 04A-1- /1/TC-' C'ca v"/tje-r— 4.rv7-
Amount of Contract: $19,440 9
Copy of contract distributed to: The original insurance certificate/waiver distributed
Initiating Dept. to Risk Management ❑
Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑
Date:
Name/Extension
City Attorney's Office
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476
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G:AttyMisc/Contract Forms/City Clerk Transmittal
AMENDMENT NO. 1 TO AGRFEMENT BI '1'Wl-.'IrN
'I'lA CITY Or }- UNTINGTON BEACH AND F.NVIRON INTERNATIONAL
CORPORATION (FNVIRON)
FOR
AIR QUALITY Si RVICES
This Amendment is made and entered into by and between the City of Huntington
Beach, a California municipal corporation, hereinafter referred to as- -City,"and Filk,11,011
international Corporation (ENVIRON), a Virginia corporation, hereinafter referred to as
`'C'unsultant."
WH1RIIAS, City and Consultant are parties to that certain agreement dated April
24, -')01 i. entitled "Professional Services Contract Between the City of 1-luntinttton Beach
and Environ International C'orporat.ion (Environ) for Air Quality Services," which
agreement shall hereinafter be referred to as the -Original Agreement," and
City and Consultant wish to amend the Original Agreement to retlect the
additional work to be performed, and the additional compensation to be paid,
NOW, THEREFORE, IT IS AGREED by City and Consultant as follows:
ADDITIONAL WORK
Attend additional unanticipated community ntee.tingIs and AQI\Jf t) public
hearings; and provide additional rebuttal of AQ1V D research regarding the impacts of
wood burning particulate matter.
?. ADDITIONAL COMPENSATION
in consideration of the additional services to be perfc')rnned as described
above. City aorees to pay Consultant. and Consultant agrees to accept tiroln City as full
payment for services rendered, a sum not to exceed nineteen thousand four hundred and
forty dollars ($19,440.00).
3. REAFFIRMATION
Except as specifically modified herein, all ether terms and conditions of
the Original Agreement shall remain in full force and effect.
14-4277 ! I I6556.doc
IN ANTYNESS WHEREOF, the parties hereto leave caused the Agreement to he
executed by and throutuh their anti-iorized officers.
-N,l ()I-T
CONSUL-I-AN1. CIIIINTINGTON BE"ACH.
a municipal corporation ol'the State of California
is C. Lester, PhD - Principal
prini name
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AND
By:
Farshad-Ramd o»Maria ing_pr.i-- i -al.
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14-42" 7 "' 110,456-doc
INITIATED ,'1Nf) APPROWD:
istam to the Cltv Manag
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APPROVED AS TO FORM:
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Cit Attorney
£ SUBMITTAL+ •`
RCONTRACTS OFFICE
m'
To: JOAN FLYNN, City Clerk
Name of Contractor: Environ International
Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake- Huntington Central Park
Evaluation of SCAQMD's analysis of beach fire pit provisions
Amount of Contract: $12,200
Copy of contract distributed to: The original insurance ce ificate/waiver distributed
to Risk Management
Initiating Dept. El
Finance Dept. ORIGINAL bonds sent to Treasurer ❑
C(
Name/xtension
City Attorney's Office
40 1
G:AttyMisc/Contract Forms/City Clerk Transmittal
r
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
ENVIRON INTERNATIONAL CORPORATION (ENVIRON)
FOR
AIR QUALITY SERVICES
THIS AGREEMENT ("Agreement") is made and entered into by and between the
City of Huntington Beach, a municipal corporation of the State of California, hereinafter
referred to as "CITY, and ENVIRON INTERNATIONAL CORPORATION (ENVIRON),
a Virginia corporation hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide air
quality services; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of
professional service contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A,"
which is attached hereto and incorporated into this Agreement by this reference. These
services shall sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Julia Lester who shall represent it and
be its sole contact and agent in all consultations with CITY during the performance of this
Agreement.
13-3781/97296
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2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT
in the performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT
are to commence on April 24, 2013 (the "Commencement Date"). This Agreement shall
automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be
completed no later than six months from the Commencement Date. The time for
performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit
"A." This schedule may be amended to benefit the PROJECT if mutually agreed to in
writing by CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY
agrees to pay CONSULTANT on a time and materials basis at the rates specified in
Exhibit "B," which is attached hereto and incorporated by reference into this Agreement,
a fee, including all costs and expenses, not to exceed Twelve Thousand Two Hundred
Dollars ($12,200.).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A"
or changes in the scope of services described in Exhibit "A," CONSULTANT will
13-3781 /97296 2
undertake such work only after receiving written authorization from CITY. Additional
compensation for such extra work shall be allowed only if the prior written approval of
CITY is obtained. '
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder,
including, without limitation, all original drawings, designs, reports, both field and office
notices, calculations, computer code, language, data or programs, maps, memoranda,
letters and other documents, shall belong to CITY, and CONSULTANT shall turn these
materials over to CITY upon expiration or termination of this Agreement or upon
PROJECT completion, whichever shall occur first. These materials may be used by CITY
as it sees fit. CONSULTANT may retain one copy of the materials from the PROJECT for
its own records.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold
harmless CITY, its officers, elected or appointed officials, employees, agents and
volunteers from and against any and all claims,. damages, losses, expenses, judgments,
demands and defense costs (including, without limitation, costs and fees of litigation of
every nature or liability of any kind or nature) arising out of or in connection with
CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged
negligent) performance of this Agreement or its failure to comply with any of its
obligations contained in this Agreement by CONSULTANT, its officers, agents or
13-3781/97296 3
employees except such loss or damage which was caused by the sole negligence or willful
misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and
expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as limitation upon the amount of indemnification
to be provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One
Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -
mentioned insurance shall not contain a self -insured retention, "deductible" or any other
similar form of limitation on the required coverage except with the express written consent
of CITY. A claims -made policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation
of the scope of work (including subsequent policies purchased as
renewals or replacements).
B_ CONSULTANT shall notify CITY of circumstances or incidents
that might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during
the required extended period of coverage following PROJECT completion. If,insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting
13-3781/97296 4
provision of at least two (2) years to report claims arising from work performed in
connection with this Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance
required by this section or fails or refuses to furnish the CITY with required proof that
insurance has been procured and is in force and paid for, the CITY shall have the right, at
the CITY's election, to forthwith terminate this Agreement. Such termination shall not
affect CONSULTANT's right to be paid for its time and materials expended prior to
notification of termination. CONSULTANT waives the right to receive compensation and
agrees to indemnify the CITY for any work performed prior to approval of insurance by
the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT
shall furnish to CITY a certificate of insurance subject to approval of the City Attorney
evidencing the foregoing insurance coverage as required by this Agreement; the certificate
shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. promise that such policy shall not be suspended, voided or canceled
by either party, reduced in coverage or in limits except after thirty
(30) days' prior written notice; however, ten (10) days' prior written
notice in the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force
until the work under this Agreement is fully completed and accepted by CITY.
I 3-3781/97296 5
a
The requirement for carrying the foregoing insurance coverage shall not
derogate from CONSULTANT's defense, hold harmless and indemnification obligations as
set forth in this Agreement. CITY or its representative shall at all times have the right to
demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a
prompt and timely manner, the premiums on the insurance hereinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of
this Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and
all payment of all taxes, social security, state disability insurance compensation,
unemployment compensation and other payroll deductions for CONSULTANT and its
officers, agents and employees and all business licenses, if any, in connection with the
PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or
without cause, and whether or not the PROJECT is fully complete. Any termination of this
Agreement by CITY shall be made in writing, notice of which shall be delivered to
CONSULTANT as provided herein. In the event of termination, all finished and
unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become
its property and shall be promptly delivered to it by CONSULTANT.
13 3781/97296 6
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall
not be assigned, delegated or subcontracted by CONSULTANT to any other person or
entity without the prior express written consent of CITY. If an assignment, delegation or
subcontract is approved, all approved assignees, delegates and subconsultants must satisfy
the insurance requirements as set forth in Sections 9 and 10 hereinabove.
14. COPYRIGHTS/PATENTS
'CITY shall own all rights to any patent or copyright on any work, item or
material produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY
employee in the work performed pursuant to this Agreement. No officer or employee of
CITY shall have any financial interest in this Agreement in violation of the applicable
provisions of the California Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given
either by personal delivery to CONSULTANT's agent (as designated in Section I
hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed
envelope, postage prepaid, and depositing the same in the United States Postal Service, to
the addresses specified below. CITY and CONSULTANT may designate different
addresses to which subsequent notices, certificates or other communications will be sent by
notifying the other party via personal delivery, a reputable overnight carrier or U. S.
certified mail -return receipt requested:
13-378I/97296 7
TO CITY:
City of Huntington Beach
ATTN: City Manager
2000 Main Street
Huntington Beach, CA 92648
17. CONSENT
TO CONSULTANT:
Julia C. Lester
ENVIRON International Corporation
707 Wilshire Blvd., #4950
Los Angeles, CA 90017
When CITY`s consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval
to any subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive
and are included solely for convenience of reference only and are not representative of
matters included or excluded from such provisions, and do not interpret, define, limit or
describe, or construe the intent of the parties or affect the construction or interpretation of
any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed
as a whole, according to its fair meaning, and not strictly for or against any of the parties.
If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate
13-3781/97296 8
or affect the remaining covenants and provisions of this Agreement. No covenant or
provision shall be deemed dependent upon any other unless so expressly provided here.
As used in this Agreement, the masculine or neuter gender and singular or plural number
shall be deemed to include the other whenever the context so indicates or requires.
Nothing contained herein shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any provision contained herein
and any present or future statute, law, ordinance or regulation contrary to which the parties
have no right to contract, then the latter shall prevail, and the provision of this Agreement
which is hereby affected shall be curtailed and limited only to the extent necessary to bring
it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been
prepared and signed in counterparts as duplicate originals, each of which so executed shall,
irrespective of the date of its execution and delivery, be deemed an original. Each
duplicate original shall be deemed an original instrument as against any party who has
signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the
immigration and naturalization laws of the United States and shall, in particular, comply
with the provisions of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly
13-3781/97296 9
outside the scope of services contemplated hereunder. CONSULTANT understands that
pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive
legal counsel for CITY; and CITY shall not be liable for payment of any legal services
expenses incurred by CONSULTANT.
24. ATTORNEY' S FEES
In the event suit is brought by either party to construe, interpret and/or
enforce the terms and/or provisions of this Agreement or to secure the performance hereof,
each party shall bear its own attorney's fees, such that the prevailing party shall not be
entitled to recover its attorney's fees from the non -prevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context
survive the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
laws of the State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has
the power, authority and right to bind their respective parties to each of the terms of this
Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the
event that such authority or power is not, in fact, held by the signatory or is withdrawn.
,28. ENTIRETY
The parties acknowledge and agree that they are entering into this
Agreement freely and voluntarily following extensive arm's length negotiation, and that
13-3781/97296 10
0
each has had the opportunity to consult with legal counsel prior to executing this
Agreement. The parties also acknowledge and agree that no representations, inducements,
promises, agreements or warranties, oral of otherwise, have been made by that party or
anyone acting on that party's behalf, which are not embodied in this Agreement, and that
that party has not executed this Agreement in reliance on any representation, inducement,
promise, agreement, warranty, fact or circumstance not expressly set forth in this
Agreement. This Agreement, and the attached exhibits, contain the entire agreement
between the parties respecting the subject matter of this Agreement, and supersede all prior
understandings and agreements whether oral or in writing between the parties respecting
the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City
Attorney. This Agreement shall expire when terminated as provided herein.
13-378 t/97296
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,
ENVIRON INTERNATIONAL a municip co oration of the State of California
CORPORATION Z/
By: C Director/Chief
S✓\�e, C • L ES �r�#t Gi (Pursuant to HBMC § 3.03.100)
print name
ITS: (circle one) C=C:I
ice President APPR ED AS TO FORM:
4�,M C
A
City Attorney
By:
Date: L• I 1.1 3
print name
!circle one) Secret Chief Financial Office Asst.
Secretary - Treasurer
13-3781/97296 12
EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
C. CITY'S DUTIES AND RESPONSIBILITIES:
D. WORK PROGRAM/PROJECT SCHEDULE:
13-3781/97296 13
Privileged and Confidential
Prepared at Request of Counsel
April 26, 2013
Via Electronic Mail
Mr. Fred Wilson, City Manager
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
ENVIRON
Re: Proposal for Air Quality Services Related to Beach Fire Pits in South Coast Air Quality
Management District (SCAQMD) Proposed Amended Rule (PAR) 444 — Open Burning
Dear Mr. Wilson:
ENVIRON International Corporation (ENVIRON) is pleased to provide you this Statement of
Qualifications and Scope of Work to provide a technical evaluation of SCAQMD's analysis of the
beach fire pit provisions of SCAQMD's PAR 444 — Open Burning.
Project Understanding
ENVIRON'S understanding is that the City of Huntington Beach (and in particular, the Huntington
Beach Marketing and Visitors Bureau) would like air quality services related to a proposed SCAQMD
regulation banning burning in beach fire pits. SCAQMD is proposing through PAR 444 to prohibit the
burning of wood and other biomass fuels at beaches in the South Coast Air Basin (SCAB), starting in
January 2015. The April 2013 Draft Staff Report contains very little technical information about the
effect of this type of ban; SCAQMD staff estimates were 0.16 to 0.25 tons per day of direct PM2.5 (fine
particulate matter less than 2.5 microns in diameter) but notes that there were large uncertainties in
the amount of activity (which is a key parameter in calculating emissions). It is our understanding the
SCAQMD has promised to provide more detailed calculations and further analysis in the last week of
April and that the City is particularly interested in ENVIRON reviewing those calculations.
ENVIRON Qualifications
ENVIRON is a privately -held environmental and health consulting firm with over 1,300 employees in
over 80 offices throughout the United States, Europe, and Asia. An international consultancy with
local California offices in Los Angeles and Irvine, ENVIRON works with clients to help resolve their
most important and demanding environmental and human health issues.
Project Staffing
Julia C. Lester, PhD. Dr. Lester will serve as the Principal -in -Charge and the main contact for the
City. She is a Principal at ENVIRON'S Los Angeles office and has over 23 years of air quality issues
experience. She joined ENVIRON in August 2004 after over 14 years in positions of increasing
responsibility at the SCAQMD. At the SCAQMD she led the Particulate Matter Strategies section for
over 10 years in the development and implementation of particulate matter plans and rules, inventory
development, and modeling. She is leading the California Environmental Quality Act (CEQA) /
National,Environmental Policy Act (NEPA) air quality / health risk assessment / greenhouse gas
analyses for the I-710 Corridor Project_ Dr. Lester has substantial expertise in air quality modeling,
planning, and analysis, including technical enhancement programs for inventory development: control
strategy development, assessment, and implementation, particularly as it relates to small particulate
matter. She is a SCAQMD Certified Permitting Profession (CPP). Her experience has given her a
broad understanding of air regulatory issues for local governments, ports, goods movement sources,
sanitation and waste water utilities, biomass conversion and waste -to -energy facilities, fugitive dust
ENVIRON International Corp_ 707 Wilshire Boulevard, Suite 4950. Los Angeles. CA 90017
V +1 213 943 6300 F + 1 213 943 6301
environcorp.com
Mr. Wilson
Privileged and Confidential
Prepared at the Request of Counsel
_ 2 - April 26, 2013
planning agencies, as well as jurisdictions, agencies,. and industries with specialized air regulatory
challenges. She has a PhD and MS in Chemical Engineering from the California Institute of
Technology (Caltech), and a BS in Chemical Engineering from Purdue University.
Scope of Work
ENVIRON scope consists of the following tasks:
1. Review the SCAQMD's most current draft rule and staff report(s); identify any issues of
regulatory concern.
2. Review the SCAQMD's air -related impact analyses (scheduled to be released around the last
week of April) and identify any issues of technical concern.
3. Assist the City, as requested, in preparing comment letters, Board testimony, etc.
4. Attend one SCAQMD hearing, if requested by the City.
5. Project management, client / counsel calls and other communications. The costing assumes
two conference calls.
Schedule and Cost
Based on our assumption of approximately 60 hours of professional work, our cost estimate is
approximately $12,200. All of our work is done on a time and materials basis; the City will only be
charged for actual work completed. If additional professional time is needed, ENVIRON will request
an additional authorization prior to conducting the work.
Once ENVIRON has received authorization to begin this work and have received the SCAQMD
technical calculations, we will conduct our initial review within one week; after that is complete,
ENVIRON will be prepared to brief the City and its counsel on our initial findings and receive direction
on the remaining work_
Costs are based on a time -and -materials basis using ENVIRON standard rates in Attachment A. The
work will be done under ENVIRON's terms and conditions (Attachment B).
Please calf me at (213) 943-6329 if you have any questions about this proposal.
Sincerely,
a C.
ulia C. Lester, PhD
Principal
JL:nv
p:1!proposalsQO13Xcity of huntington beach%huntington beach rule 444 proposal docx
ENVIRON is authorized to invoice the City of Huntington Beach up to $12,200, per the above
scope -of -work,
Accepted and Agreed to:
By:
Title:
Date:
Attachment A
ENVIRON Rates
ENVIRCIN International Corporation
SCHEDULE OF FEES
FIXED HOURLY RATES FOR TIME AND MATERIALS CONTRACTS
Effective January 2013
EWARON will b If monthly for the actual ume and expenses incurred otj the ctient _ beha€f m
performaoce of the comracted effort EN". IRON reserve; the ri(iht tci increa•>e these rates 3°'.
annu511- Labor rill be billed at the fixed hotir(v rates indicated below P.latenai5 and Supl.4les.
travel. and anv either direct cost plus a handling charge of 1" G. A N°� communications and
computer chaicie wi!i be added to all stuff time charges EN`: IRON roes not direct:; shame. for In
house copies or normal phone compariv charges
Rate
Category
`hr.
Prirtcipai
270
Pnneip«I C01VA11tant
270
r.lanager I C
235
rJanager
21`
Nlanaoer
200
Senior AsSocrrne 7
15
tier;ipr i+s;nciale t I3
17(i
ASSOciate t;
I'`U
As-;n k,t6 c
I40
Associate 4
I `-
,upporl
72
This document r- PROPRIETARY to EN .'IRON International Corpoiation. It vz i?em(l meld
availanle for the recipient s propoStli evfllumji)n and or contract 8i7s"tltlit5tralfUn j"";llrt.)C''�eJ .)nl;' No
not -it rs (rime(` to tha recipic-nt to use jisclo;e or reproduce arty information pracentel berew,
without ENVIRON s express written permission
Attachment B
ENV[RON's Terms and Conditions
GENERAL TERMS AND CONDITIONS
ENVIRON International Corporation, a Virginia corporation, ("ENVIRON") agrees to provide
professional services under the following General Terms and Conditions:
1. Fees: ENVIRON bills for its services on a time and materials basis using standard hourly
rates. If requested, we will provide an estimate of the fees for a particular task, and we will not
exceed that estimate without prior Client approval. For deposition and testimony we charge
premium hourly rates. In certain circumstances we will undertake an assignment on a fixed fee
basis if the requirements can be clearly defined.
2. Invoicinq: ENVIRON bills its clients on a monthly basis using a standard invoice format.
This format provides for a description of work performed and a summary of professional fees,
expenses, and communication and reproduction charges. For more detailed invoicing requests,
ENVIRON reserves the right to charge for invoice preparation time by staff members.
3. Payment: ENVIRON bills are payable UPON RECEIPT. We reserve the right to assess a
late charge of 1.5 percent per month for any amounts not paid within 30 days of the billing date.
We also reserve the right to stop work or withhold work product if invoices remain unpaid for
more than 60 days past the billing date. If our work relates to a business transaction, we expect
to be paid in a timely fashion, without regard to whether or when the transaction closes. If we
are required to take legal action to have our invoices paid and we win in court, Client agrees to
pay our costs, including reasonable legal fees.
4. Subcontractors: ENVIRON has a policy that its Clients should directly retain other
contractors whose services are required in connection with field services for a project (e.g.,
drillers, analytical laboratories, transporters). As a service to you, we will advise you with
respect to selecting other such contractors and will assist you in coordinating and monitoring
their performance. In no event will we assume any liability or responsibility for the work
performed by other contractors you may hire. When ENVIRON engages a subcontractor on
behalf of the Client, the expenses incurred, including rental of special equipment necessary for
the work, will be billed as they are incurred, at cost plus 15 percent. By engaging us to perform
these services, you agree to indemnify, defend and hold ENVIRON, its directors, officers,
employees, and other agents harmless from and against any claims, demands, judgment,
obligations, liabilities and costs (including reasonable attorneys' and expert fees) relating in any
way to the performance or non-performance of work by another contractor, except claims for
personal injury or property damage to the extent caused by the negligence or willful misconduct
of ENVIRON's employees.
5. Reimbursable Expenses: Project -related expenses including travel, priority mail, and
overnight delivery, outside reproduction and courier services will be billed at cost plus 15
percent. The use of company -owned cars, trucks, and vans will be charged at $125 per day.
The use of company -owned equipment and protective clothing will be billed in accordance with
our standard fee schedule. The cost of project -related communications, to include in-house
telephone, facsimile, postage, and reproduction, cgmputers, data compilation, and CADD will be
charged at a total of 6 percent of the total labor charges.
6. Access and Information: Client agrees to grant or obtain for ENVIRON reasonable access
to any sites to be investigated as part of ENVIRON's scope of work_ Client also agrees to
indicate to ENVIRON the boundary lines of the site and the location of any underground
structures, including tanks, piping, water, telephone, electric, gas, sewer, and other utility lines.
Client agrees to notify ENVIRON of any hazardous site conditions or hazardous materials,
about which Client has knowledge and to which ENVIRON's employees or contractors may be.
exposed while performing services on behalf of Client, including providing copies of relevant
Material Safety Data Sheets. Client also shall make available to ENVIRON all information within
its control necessary to allow ENVIRON to perform its services and agrees to comply with
reasonable requests by ENVIRON for clarification or additional information. Client shall be
responsible for the accuracy of this information. ENVIRON shall not be responsible for any
damage to underground structures or utilities to the extent such damage was caused by
incomplete or inaccurate information provided to us by the client or other party. Client agrees to
make ENVIRON aware of any unsafe conditions at any project site about which Client has
knowledge.
7. Reporting Requirements: Client may be required under federal, state or local statutes or
regulations to report the results of ENVIRON's services to appropriate regulatory agencies.
ENVIRON is not responsible for advising Client about its reporting obligations and Client agrees
that it shall be responsible for all reporting, unless ENVIRON has an independent duty to report
under applicable law. In those situations, ENVIRON will provide Client with advance notice that
ENVIRON believes that it has an obligation to report as well as the substance of the report it
intends to make.
8. RCRA Compliance: Client shall be responsible for complying with the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 et. seq. ("RCRA") and its implementing
regulations in connection with ENVIRON's work under this Agreement. Client may request
ENVIRON's assistance in meeting its RCRA and other similar waste management obligations,
including analytical testing to assist Client in proper characterization of waste, identifying
potential transporters and disposal facilities for waste (provided that Client shall make the final
selection of both the transporter and disposal facility), entering into subcontracts or purchase
order arrangements with the transporters and/or disposal facilities selected by Client, and
preparing manifests for the Client's approval and execution. Client agrees that, by virtue of
providing these services, ENVIRON shall not be deemed a "generator„ or a party
"arranges" for the "transportation," "treatment" or "disposal" of any "hazardous waste" or
"hazardous substance" (as those terms are defined in the Comprehensive Environmental
Response Compensation and Liability Act or "CERCLA", 42 U.S.C. Section 9601). Client
agrees to indemnify, defend and hold ENVIRON, its directors, officers, employees and agents,
harmless from and against any and all claims, demands, judgments, obligations, liabilities, any
costs (including reasonable attorneys' and expert fees) relating to: (1) ENVIRON'S work in
assisting Client with its RCRA obligations; and (2) the transportation, treatment, and disposal of
hazardous substances or hazardous waste generated by the field activities conducted for Client.
9. Confidentiality: We treat all information obtained from Clients as confidential, unless such
information is previously known to us, comes into the public domain through no fault of ours, or
is furnished to us by a third party who is under no obligation to keep the information confidential.
If we are subpoenaed to disclose confidential information obtained from you or about our work
for you, we will give you reasonable notice and the opportunity to object before releasing any
confidential information.
10.Independent Contractor: Client agrees that ENVIRON is acting as an independent
contractor and shall retain responsibility for and control over the means for performing its
services. Nothing in these Terms and Conditions shall be construed to make ENVIRON or any
of its officers, employees or agents, an employee or agent of Client.
11. Standard of Care: In performing services, we agree to exercise professional judgment,
made on the basis of the information available to us, and to use the same degree of care and
skill ordinarily exercised in similar circumstances by reputable consultants performing
comparable services in the same geographic area. This standard of care shall be judged as of
the time the services are rendered, and not according to later standards. ENVIRON makes no
other warranty or representation, either express or implied, with respect to its services.
Estimates of cost, recommendations and opinions are made on the basis of our experience and
professional judgment; they are not guarantees. Reasonable people may disagree on matters
involving professional judgment and, accordingly, a difference of opinion on a question of
professional judgment shall not excuse a Client from paying for services rendered.
Client recognizes that there may be hazardous conditions at sites to be investigated as part of
ENVIRON's work. Client acknowledges that ENVIRON has neither created nor contributed to
the existence of any hazardous, toxic or otherwise dangerous substance or condition at the
site(s) which are covered by ENVIRON's work. Client also recognizes that some investigative
procedures may carry the risk of release or dispersal of pre-existing contamination, even when
exercising due care. Client releases ENVIRON from any claim (including claims under
CERCLA or state law) that it is an "operator" of any site where it performs work for Client or a
"generator" or a party who "arranges" for the "transportation," "treatment" or "disposal" of any
"hazardous substance" (as those terms are defined in CERCLA), by virtue of its work for Client
at any site.
12. Insurance: ENVIRON shall maintain the following insurance coverage while it performs the
work described in Exhibit 'W" (1) statutory Workers Compensation and Employer's Liability
Coverage; (2) General Liability for bodily injury and property damage of $1,000,000 aggregate;
(3) Automobile Liability with $1,000,000 combined single limit; and (4) Professional Liability and
Contractor's Pollution Liability with a combined single limit of $1,000,000 per claim and in the
aggregate. If Client desires additional insurance or special endorsements, premiums
associated with that coverage would be considered a reimbursable expense. Upon request, we
will provide you with a certificate of insurance.
13. Third Parties: ENVIRON's services are solely for Client's benefit and may not be relied
upon by any third party without ENVIRON's express written consent. Any use or dissemination
of ENVIRON work products (including ENVIRON reports), without the written consent of
ENVIRON, shall be at Client's risk and Client shall indemnify and defend ENVIRON from any
and all claims, demands, judgments, liabilities and costs (including reasonable attorneys' and
expert fees), related to the unauthorized use or dissemination of ENVIRON's work. Client also
agrees to be solely responsible for and to defend, indemnify, and hold ENVIRON harmless from
and against any and all claims, demands, judgments, liabilities and costs (including reasonable
attorneys' and expert fees), asserted by third parties arising out of or in any way related to our
performance or non-performance of services, except for claims of personal injury or property
damage to the extent caused by the negligence or willful misconduct of ENVIRON's employees.
14. Limitation of Liability: ENVIRON shall be liable only for direct damages that result from
ENVIRON's negligence or willful misconduct in the performance of its services. UNDER NO
CIRCUMSTANCES SHALL ENVIRON BE LIABLE FOR INDIRECT, CONSEQUENTIAL,
SPECIAL, OR PUNITIVE DAMAGES, OR FOR DAMAGES CAUSED BY THE CLIENT'S
FAILURE TO PERFORM ITS OBLIGATIONS UNDER LAW OR CONTRACT. ENVIRON shall
not be liable for and Client shall indemnify ENVIRON from and against all claims, demands,
liabilities and costs (including attorneys' and expert fees) arising out of or in any way related to
our performance or non-performance of services, including all on -site activities except to the
extent caused by ENVIRON's negligence or willful misconduct. In no event shall our liability
exceed the amount paid to us by you for our professional services (net of reimbursable
expenses) and Client specifically releases ENVIRON for any damages, claims, liabilities and
Costs in excess of that amount.
15. Termination: This Agreement may be terminated by either party upon ten (10) days written
notice to the other. If Client terminates the Agreement, Client agrees to pay ENVIRON for all
services performed until the effective date of the termination. Client's obligations under
Paragraphs 3, 4, 8, 9, 11, 13, and 14 shall survive termination of this Agreement and/or
completion of the services hereunder.
16. Disputes: All disputes under this Agreement shall be resolved by binding arbitration under
the rules of the American Arbitration Association. If our personnel or documents are
subpoenaed for depositions or court appearance in any dispute related to the project (except
disputes between ENVIRON and Client related to our services), Client agrees to reimburse us
at our then current billing rates for responding to those subpoenas, including out-of-pocket
reimbursable expenses.
17. Scope of Agreement: Once Client has signed ENVIRON's proposal, that proposal and
these Terms and Conditions shall constitute the complete and exclusive Agreement between
the parties and will supersede all prior or contemporaneous agreements, whether written or oral.
No provision of these Terms and Conditions may be waived, altered or modified except in
writing and signed by ENVIRON. Client may use standard business forms, such as purchase
orders, for convenience only; any provision on those forms that conflict with these Terms and
Conditions shall not apply.
18. Nonsolicitation: Both ENVIRON and Client agree during the term of this Agreement and
for 12 months following its termination for any reason, neither party will solicit for employment,
or hire as an employee or contractor, any personnel of the other party involved in the
performance of services to the Company.
REVISION — May 2011
F-A
C
EXHIBIT "B"
Payment Schedule (Hourly Payment)
Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate
and cost schedule:
Travel Charges for time during travel are not reimbursable.
Billin
1. All billing shall be done monthly in fifteen (15) minute increments and matched
to an appropriate breakdown of the time that was taken to perform that work
and who performed it.
2. Each month's bill should include a total to date. That total should provide, at a
glance, the total fees and costs incurred to date for the case or matter.
3. A copy of memoranda, letters, reports, calculations and other documentation
prepared by CONSULTANT may be required to be submitted to CITY to
demonstrate progress toward completion of tasks. In the event CITY rejects or
has comments on any such product, CITY shall identify specific requirements
for satisfactory completion.
4. CONSULTANT shall submit to CITY an invoice for each monthly payment
due. Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's
firm that the work has been performed in accordance with the
provisions of this Agreement; and
E) For all payments include an estimate of the percentage of work
completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT
is making satisfactory progress toward completion of tasks in accordance with
this Agreement, CITY shall approve the invoice, in which event payment shall
be made within thirty (30) days of receipt of the invoice by CITY. Such
approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non -
approval and the schedule of performance set forth in Exhibit "A" may at the
option of CITY be suspended until the parties agree that past performance by
CONSULTANT is in, or has been brought into compliance, or until this
Agreement has expired or is terminated as provided herein.
13-3781 /97296 14
5. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall
contain all of the information required above, and in addition shall list the hours
expended and hourly rate charged for such time. Such invoices shall be
approved by CITY if the work performed is in accordance with the extra work
or additional services requested, and if CITY is satisfied that the statement of
hours worked and costs incurred is accurate. Such approval shall not be
unreasonably withheld. Any dispute between the parties concerning payment
of such an invoice shall be treated as separate and apart from the ongoing
performance of the remainder of this Agreement.
13-3791 /97296 15
*nfti
INSURANCE AND INDEMNIFICATION WAIVER
MODIFICATION REQUEST
1. Requested by: Teri Baker
2. Date: May 30, 2013
3. Name of contractor/permittee: Profesional Services Agreement with Environ Int. Corp.
4. Description of work to be performed: Analysis related to AQMD's particulate matter
calculations on burning of wood at beaches (for proposed changes to Rule 444)
5. Value and length of contract: Not to excced $12,200 (60hrs); 3 year contract
6. Waiver/modification request: Waiver on deductable amount ($25k instead of City req.
10k
7. Reason for request and why it should be granted: Environ is an Int. Co. and their
insurance co req $25k deductable for prof. liability ins. The company came highly rec. for
the services they provide in this area.
8. Identify the yisks to the City in approving this waiver/modification:
Department Head Signature
5-30-13
Date:
APPROVALS
Approvals must be obtained in the order listed on this form. Two approvals are required
for a request to be granted. Approval from he City Administrator's Office is only required if
Risk Manageme'pe4rib thA City Attorneys 07io disagree.
1. Risk Management
� 1
Approved ❑ Denie
Signature Date
2. `°,City Attorney's Office
1 Approved ❑ Denie P" 3
Signature Date
3. City Manager's Office
❑ Approved ❑ Denied
Signature Date
If approved, the completed waiver/modification request is to be submitted to the
City Attorney's Office along with the contract for approval. Once the contract has been approved,
this form is to be filed with the Risk Management Division of Human Resources
5/30/2013 8:59:00 AM