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HomeMy WebLinkAboutHealthy Buildings International, Inc. - 2016-06-30QUOTATION #40954 Mr. Mike McClanahan Battalion Chief, A -Shift Huntington Beach Fire Department City of Huntington Beach 5891 Heil Avenue Huntington Beach, CA 92649 (714) 309-0200 mmmcclanahan@surfcity-hb.org November 10, 2015 Healthy Buildings International, Inc 25381 Commercentre Drive, Suite 150 sexboar'\ Lake Forest, CA 92630 (949) 450-1111 450-1120 Healthy (949) Info@healthybuildings corn Buildings —Since 1980- — Asbestos Removal Oversight and Monitoring Fire Station 8 - 5891 Heil Avenue Page 1 of 3 Healthy Buildings International, Inc (Healthy Buildings) proposes to conduct the project monitoring and in -progress and final air clearance during the abatement of the asbestos containing materials in the area to be abated/renovated of the building located at the above address in Huntington Beach, California A Certified Asbestos Site Technician and/or Certified Asbestos Consultant will be on site during the project to verify that specified procedures are followed. The role of the certified personnel will include - In -progress air monitoring, monitoring of abatement work practices, and protective measures used by abatement personnel • Conducting inspections of the asbestos abatement work areas • Evaluating the integrity of containment bamers, the placement and operations of local exhaust systems, and the adherence to ACM generated waste containment and disposal procedures, as well as overseeing decontamination unit installation and ensuring the proper maintenance requirements were followed. • Ensuring that all employees working within a regulated area wear the appropriate personal protective equipment (PPE), are trained in the use of appropriate methods of exposure control, and use the hygiene facilities and the specified decontamination procedures. • Confirming that engineering controls are in proper operating condition and are functioning • A thorough visual clearance of the work areas and a final air clearance sampling to verify that the specified work has been completed to meet regulatory standards for airborne fiber concentrations • All air samples will be collected and analyzed in accordance with the National Institute of Occupational Safety and Healthy (NIOSH) Method 7400 which specifies the procedures for mounting, measuring and counting fibers to determine fiber concentrations by Phase Contrast Microscopy (PCM) Regulations We confirm that our assessment and sampling will be consistent with the recommendations, standards, specifications, and guidelines set forth in the following. � µ/ `✓ �a ���d�� YY`tri-y_,�"-w:...�.. y„�i•S v. ` ._� _. -' 4--y-r�...,':_�.--......___...y ._,`.--z-""_e'1 _ r t-...,._.. .. y.- _,.,. �_"'_' ..."'_r."';- W - � healthybuildings,Som - _ -business minded sustaainabiliv t QUOTATION #40954 Mr Mike McClanahan Battalion Chief, A -Shift Huntington Beach Fire Department City of Huntington Beach 5891 Heil Avenue Huntington Beach, CA 92649 „(714) 309-0200 mmmcclanahan@surfcity-hb org November 10, 2015 EPA - AHERA - Title 40 CFR - Part 763 Healthy Buildings International, Inc 25381 Commercentre Drive, Suite 150 .°IN Lake Forest, CA 92630�� (949)450-1111 1 Healthy (949)450-1120 Info@healthybuildings com Buildings —Since 1980- — Page 2 of 3 2 EPA - NESHAP - Title 40 CFR, Part 61, Subpart M, Sections 61 140-61 156 National Emission Standard for Asbestos 3 OSHA - Title 29 CFR, Part 1910 1001 General Regulations defining asbestos as a toxic and hazardous substance 4 OSHA - Title 29 CFR, Part 1926 1101 Asbestos Construction Safety & Health Regulations 5 South Coast Air Quality Management District (SQAQMD) Guideline Publications 6 HEI•AR (Health Effects Institute • Asbestos Research) 1991 Asbestos in Public & Commercial Buildings 7 EPA 560/5-85/024 Guidance for Controlling Asbestos Containing Materials in Buildings 8 EPA 600/4-85-049 Measuring Airborne Asbestos Following an Abatement Action 9 Keyes & Chesson Monitoring Airborne Asbestos in Buildings 10 EPA 560/5-89-001 Guidelines for Conducting the AHERA TEM Clearance Test I l EPA 560-OPTS-86-001 A Guide to Respiratory Protection 12 EPA OPTS-62085, FRL 36879 Asbestos, Publication of Identifying Information Cost Estimate Inspection will be billed using time and material rates of $140.00/hour for normal business hours and $210/hour for evening/weekend work, plus samples Al I samples that will be analyzed on site for NIOSH Method 7400 (PCM), as an extra, at a rate of "Same Day" (3-hour) samples are available at $30 00 Project Management Time 1 hour per shift @ $140 00 per hour, estimate 5 shifts $700 00 Oversight and clearance testing @ $140/hour (assume normal business hours), estimate 40 hours $5,600 00 PCM samples @ $30/ea (same day rush), estimate 26 samples $780 00 Closeout Report @ $140/hour, estimate 2 hours $280 00 f� r , - healthybuddings com. _..�__ business minded sustainabdity r s _ ___ QUOTATION #40954 Mr. Mike McClanahan Battalion Chief, A -Shift Huntington Beach Fire Department City of Huntington Beach 5891 Heil Avenue Huntington Beach, CA 92649 (714) 309-0200 mmmcclanahan@surfcity-hb.org November 10, 2015 Healthy Buildings International, Inc 25381 Commercentre Drive, Suite 150 / Lake Forest, CA 92630 / TIE (949)450-1111 fl (949)450-1120 Healthy Info@healthybuildings com Buildings -Since 1980- Page 3 of 3 Total Estimate: $ 7,360.00 Report A letter report will be submitted electronically within two weeks of the onsite testing and analysis The report will include test methodologies, test results, analysis, conclusions, and recommendations This report will be treated as strictly confidential However, if measurements or visual inspection detect any existing or potential problems, they will be discussed with management before Healthy Buildings technicians leave the site In addition, if any of the laboratory results indicate concern management will be notified verbally as soon as the laboratory results are known. THIS REPORT WILL BE TREATED AS STRICTLY CONFIDENTIAL. Terms of Payment All payments are strictly net, with payment due 30 days from date of invoice There will be a 1 5 percent per month interest penalty on any late payments ACCEPTANCE OF CONTRACT 4 Name WAI Title Fire Chief Date Aal.!e- AUTHORIZED FOR HEALTHY BUILDINGS Sean McCrady Vice President, Testing & Diagnostics Send Report to Purchase Order# 21797 OP Send Invoice to Anticipate paying with credit card ❑ Buyer agrees to the standard terms and conditions on the following page APPROVED AS TO FORM r /4-/ By, Michael Gates, City Attarnay rSn',,�py'a{'^AVn.^a{..»„ +�� K t ♦ ,.. eaRhybuildxv in ° s`' 7 $ hgs com R �,r . = a � y f -� , d -� business minded sustainabdity_' ` �� (... $ �.....h A'�`.�Xlt_.x,.aS...s.�2k.� •.+�S:G.+. ^x._,+y�..�...-.... .—�..:k..�. ..-x-....�.w..n... - ..»..� _ ..�... .�«-.__._. TERMS AND CONDITIONS OF SALE These Terms and Conditions of Sale ("Terms") apply to and are incorporated by reference and made part of the quotation (the "Quotation") from Healthy Buildings International, Inc ("Seller') to the party identified on the front of the Quotation ("Buyer") 1 The Quotation The Quotation supersedes all previous quotations, proposals or offers, whether written or oral, relating to the subject matter thereof from Seller to Buyer and is offered to Buyer for acceptance within thirty (30) days from the date set forth on the first page of the Quotation, provided, however, Seller reserves the right to withdraw or modify the Quotation any time prior to Buyer's acceptance of the Quotation 2 The Contract Buyer's acceptance of the Quotation shall be evidenced by its execution of the Quotation and these Terms, as indicated below Collectively, the Quotation and Terms constitute a contract between the Buyer and Seller ("Contract") 3 Scope of Work Seller undertakes to supply and furnish, at location where the work is to be performed, various items, including labor, materials and equipment to complete the work identified in the Quotation ("Work") and Buyer shall supply and furnish, for the use of Seller, those items set forth in the Quotation 4 Time Tables The time for completion of the Work set forth in the Contract is an estimate only and is in no way guaranteed, nor will any penalty attach nor any rebate be allowed to Buyer for Seller's failure to meet such date or deadline No liability shall result from delay in performance or non-performance of this Contract directly or indirectly caused by fire, explosion, accidents, flood, labor trouble or shortage, war act, terrorism, natural disaster, government regulation, inability to obtain suitable material, equipment, fuel, power or transportation, or act of God, or arising from contingencies, happenings or causes beyond the control of the Seller 5 Use of Documents The reports, drawings, specifications and other documents prepared by Seller for Buyer pursuant to this Contract are instruments of Buyer's services for use solely with respect to the Work, and Seller shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright, as applicable The Buyer shall be permitted to retain copies, including reproducible copies of any such documents for information and reference in connection with the Buyers use and maintenance of the building(s) identified in the Quotation Submission or distribution of documents to meet official regulatory requirements, LEED certification, or for similar purposes in connection with the Work is not to be construed as publication in derogation of the Seller's reserved rights Any report produced by Seiler as part of the scope ofwork is solely for the use of the Buyer and is not to be relied upon by any third party, without the express written consent of the Seller \� 6 Indemnrireatroa�e>keemr ad4bdg rn thn Wp Sailor c �n ti� ,� c ye �`y �aadrAg-Sel�s.e 54tht18rne"b 7 Early Termination by Buyer This Contract may not be cancelled or modified by Buyer without the prior consent of Seller, which it may grant in its sole and absolute discretion In the event Buyer unilaterally cancels, terminates or modifies this Contract prior to Seller's completion of the Work, Buyer shall pay to Seller certain liquidated damages, which shall be determined as follows 1 Any work in process and any supplies or row materials used far which commitments have been made by the Seller in connection with the Work will be paid to Seller by the Buyer on the basis of the Seller's full cost plus 1596, and 2 A 20% cancellation charge will he paid by the Buyer on the total Contract price to defray inconvenience to the Seller, provided, however, total payments to be made by Buyer under the Contract and as liquidated damages shall not exceed the amount that would have been due from Buyer to Seller hod the Work been completed 8 Suspension of Services Seller shall invoice Buyer pursuant to the billing and payment terms set forth in the Quotation In the event Buyer does not make payment on any Invoice when due, as set forth on the Quotation, Seller may suspend performance of the Work in Its sole and absolute discretion Additionally, if the Buyer takes any action which could reasonably lead to bankruptcy or Buyer becomes bankrupt or Insolvent during the term of this Contract, Seller may Immediately terminate this Contract by written notice to the Buyer Such cancellation shall not prejudice the rights of Seller to any amounts then due under the Contract in the event of suspension of the Work pursuant to this paragraph, Seller shall have no liability to Buyer for delay or damage caused the Buyer because of such suspension of the Work Before resuming performance of the Work, Seller shall be paid all sums due prior to $uspension or any other amount mutually agreed to by the parties 9 Hazardous Substances The Seller shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Work site 10 Taxes Buyer shall reimburse the Seller for all taxes (sales, excise or otherwise, but not Including taxes of income) and other charges which the Seller maybe required to pay to any government entity (national, state or local) upon the sale, production, distribution or delivery of the products or services sold hereunder 11 Waivers No provision of this Contract shall be deemed to have been waived by Seller unless such waiver be in writing and signed by an officer of Seller Any waiver by either of the parties of a breach oft e provisions of this Contract by the other party shall not operate or be construed as a waiver by the aggrieved party of anyof the rights and privileges of the aggrieved party hereunder, or of any subsequent breach 12 Entire Agreement This Contract, comprised solely of the Quotation and these Terms, constitutes the entire and only agreement and understanding between the parties relating to the subject matter hereof and supersedes and cancels any and all previous contacts, arrangements, quotations, proposals, offers or understandings with respect to the subject matter hereof, whether oral or made in writing 13 Modification No change, alteration or modification of this Agreement shall be valid unless the same shall be in writing and signed by all the parties hereto, provided, however, stenographic and clerical errors or omissions are subject to correction by Seller without penalty and without the consent of Buyer, upon written notice to Seller 14 Assignment The Seller and Buyer, respectively, bind themselves, their agents, successors and assigns to this Contract, and neither this Contract, nor causes of action arising under or related to it, shall be assigned without the written consent of the other party 15 Attomeys' Fees In the event that Buyer fads to make payments to Seller in accordance with the terms of this Contract, the Seller shall be entitled to all reasonable attorneys' fees and costs associated with efforts to collect such payments 16 Governing Law and Forum This Contract shall be construed and administered in accordance with the laws of the Commonwealth of Virginia The parties hereto agree and stipulate that this Agreement shall be deemed to have been entered into in the Commonwealth of Virginia Any claim or cause of action arising out of or connected with this Contract shall be brought In either the US District Court for the Eastern District of Virginia (provided that a proper basis for jurisdiction exists) or the Circuit Court of Fairfax County, Virginia, and the parties hereto consent to submit to the personal jurisdiction of such courts Buyer irrevocably appoints the Secretary of the Commonwealth of Virginia as agent for the purpose of accepting service of process in Virginia 17 Warranty, Limitation on Liability Seller agrees to use commercially reasonable efforts to perform the services as described herein EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH 17, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE, REPORT OR OTHER MATERIALS PROVIDED UNDER THIS CONTRACT THE FOREGOING WARRANTIES IF ANY, ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED AND OF ALL OTHER OBLIGATIONS OR WARRANTIES ON THE PART OF THE SELLER In addition Seller's liability to Buyer for any damages arising out of or related to this Contract, regardless of form of action that imposes liability, whether in contract, equity, negligence, intended conduct tort or otherwise, will be limited to and not exceed, in the aggregate for all claims, actions and causes of action of every kind and nature, the amount of the fees received by Seller under this Contract Seller will not be liable for any amounts consisting of or attributable to loss of income, profit or savings or for indirect, incidental, consequential, exemplary, punitive or special damages of any party, including third parties, even if Seller has been advised of the possibility of such damages in advance The provisions of this Paragraph 17 will survive the expiration or termination of this Agreement for any reason 18 No Guarantee In addition to the forgoing limitation the advice given in Seller's reports does not guarantee complete eradication of mold or other pollutants from buildings and Buyer acknowledges that the extent of the inspections, both destructive and nondestructive, that could be engaged in to seek out mold depends on the resources Buyer is willing to apply Seller provides no explicit or implied warranties that microbiological activity or other pollutants and contaminants at Buyer's property are not present in hidden areas or will not recur for any reason in the future 19 Disclaimer If the Work involves obtaining LEED certification, the success or failure of an effort to accomplish LEED certification is contingent upon on a wide range of factors, including the cooperation of the Buyer and project contractors who are not accountable to Seller and/or team members, such as the owner, the architects, the mechanical engineer, general contractor and civil engineer Seller will use commercially reasonable efforts to perform the Work under this Contract, but Seller cannot warrant or guarantee in any way the successful certification of the project under the LEED certification standard 20 Severability, Should any clauses set forth in this Contract be declared illegal, unlawful or unenforceable by a court of competent Jurisdiction, then it is expressly understood that the remaining clauses and content of this Contract shall survive and not be rendered null, void or unenforceable 21 Relationship of the Parties The parties shall act as independent contractors in the performance of this Contract and neither party shall act as agent for or partner of the other party except as expressly stated in this Contract Nothing in this Contract shall be deemed to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or formal business relationship of any kind, and the rights and obligations shall be limited to those expressly set forth herein 22 No Third Party Beneficiary This Contract has been entered into solely for the benefit of the parties and is not intendedto create any legal, equitable, or beneficial interest in any third party, or to vest In any third party any interest with respect to the enforcement or performance of this Contract 23 Counterparts, Signatures This Contract may be executed and/or conformed in any number of counterparts, each of which shall be deemed an original Buyer and Seller agree that signatures on this Contract and other documents transmitted between us by fax, e-mail or other electronic means shall be treated for all purposes as original signatures 24 Headings The headings contained in this Contract are for reference purposes only and shall in noway affect the meaning or interpretation of this Contract In this Contract the singular includes the plural, the plural includes the singular, and the masculine or feminine gender includes both male and female referents (QUO ATION #40954 Mr Mike McClanahan Battalion Chief, A -Shift Huntington Beach Fire Department City of Huntington Beach 5891 Heil Avenue Huntington Beach, CA 92649 (714) 309-0200 mmmcclanahan@surfcity-hb org November 10, 2015 Healthy Buildings International, Inc 25381 Commercentre Drive, Suite 150 s. Lake Forest, CA 92630 (949) 450-1111 (949) 450-1120 Healthy Info@healthybuddings com Buildings —Since 1980- — Asbestos Removal Oversight and Monitoring Fire Station 8 - 5891 Heil Avenue Page 1 of 3 Healthy Buildings International, Inc (Healthy Buildings) proposes to conduct the project monitoring and in -progress and final air clearance during the abatement of the asbestos containing materials in the area to be abated/renovated of the building located at the above address in Huntington Beach, Califorma A Certified Asbestos Site Technician and/or Certified Asbestos Consultant will be on site during the project to verify that specified procedures are followed The role of the certified personnel will include • In -progress air monitoring, monitoring of abatement work practices, and protective measures used by abatement personnel • Conducting inspections of the asbestos abatement work areas • Evaluating the integrity of containment barriers, the placement and operations -of local exhaust systems, and the adherence to ACM generated waste containment and disposal procedures, as well as overseeing decontamination unit installation and ensuring the proper maintenance requirements were followed • Ensuring that all employees working within a regulated area wear the appropriate personal protective equipment (PPE), are trained in the use of appropriate methods of exposure control, and use the hygiene facilities and the specified decontamination procedures • Confirming that engineering controls are in proper operating condition and are functioning • A thorough visual clearance of the work areas and a final air clearance sampling to verify that the specified work has been completed to meet regulatory standards for airborne fiber concentrations • All air samples will be collected and analyzed in accordance with the National Institute of Occupational Safety and Healthy (NIOSH) Method 7400 which specifies the procedures for mounting, measuring and counting fibers to determine fiber concentrations by Phase Contrast Microscopy (PCM) Regulations We confirm that our assessment and sampling will be consistent with the recommendations, standards, specifications, and guidelines set forth in the following Idmgs coin — -- -`-- business minded sustainabi QUOTATION #40954 Mr Mike McClanahan Battalion Chief, A -Shift Huntington Beach Fire Department City of Huntington Beach 5891 Heil Avenue Huntington Beach, CA 92649 (714) 309-0200 mmmcclanahan@surfcity-hb org November 10, 2015 1 EPA - AHERA - Title 40 CFR - Part 763 Healthy Buildings International, Inc o 25381 Commercentre Drive, Suite 150 Lake Forest, CA 92630 (949)450-1111 (949)450-1120 Healthy Info@healthybuildingscom Buildings —Since 1980- — Page 2 of 3 2 EPA - NESHAP - Title 40 CFR, Part 61, Subpart M, Sections 61 140-61 156 National Emission Standard for Asbestos 3 OSHA - Title 29 CFR, Part 1910 1001 General Regulations defining asbestos as a toxic and hazardous substance 4 OSHA - Title 29 CFR, Part 1926 1101 Asbestos Construction Safety & Health Regulations 5 South Coast Air Quality Management District (SQAQMD) Guideline Publications 6 HEI•AR (Health Effects Institute • Asbestos Research) 1991 Asbestos in Public & Commercial Buildings 7 EPA 560/5-85/024 Guidance for Controlling Asbestos Containing Materials in Buildings 8 EPA 600/4-85-049 Measuring Airborne Asbestos Following an Abatement Action 9 Keyes & Chesson Monitoring Airborne Asbestos in Buildings 10 EPA 560/5-89-001 Guidelines for Conducting the AHERA TEM Clearance Test 1 1 EPA 560-OPTS-86-001 A Guide to Respiratory Protection 12 EPA OPTS-62085, FRL 36879 Asbestos, Publication of Identifying Information Cost Estimate Inspection will be billed using time and material rates of $140.00/hour for normal business hours and $210/hour for evening/weekend work, plus samples All samples that will be analyzed on site for NIOSH Method 7400 (PCM), as an extra, at a rate of "Same Day" (3-hour) samples are available at $30 00 Project Management Time 1 hour per shift @ $140 00 per hour, estimate 5 shifts $700 00 Oversight and clearance testing @ $140/hour (assume normal business hours), estimate 40 hours $5,600 00 PCM samples @ $30/ea (same day rush), estimate 26 samples $780 00 Closeout Report @ $140/hour, estimate 2 hours $280 00 healthybuildings com _ ---- business minded sustainability QUOTATION #40954 Mr Mike McClanahan Battalion Chief, A -Shift Huntington Beach Fire Department City of Huntington Beach 5891 Heil Avenue Huntington Beach, CA 92649 (714) 309-0200 mmmcclanahan@surfcity-hb.org November 10, 2015 Total Estimate: Report Healthy Buildings International, Inc 25381 Commercentre Drive, Suite 150 Lake Forest, CA 92630 (949)450-1111 (949) 450-1120 Healthy Info@healthybuiIdings com Buildings —Since 1980- — Page 3 of 3 $ 7,360.00 A letter report will be submitted electronically within two weeks of the onsite testing and analysis The report will include test methodologies, test results, analysis, conclusions, and recommendations This report will be treated as strictly confidential However, if measurements or visual inspection detect any existing or potential problems, they will be discussed with management before Healthy Buildings technicians leave the site In addition, if any of the laboratory results indicate concern management will be notified verbally as soon as the laboratory results are known THIS REPORT WILL BE TREATED AS STRICTLY CONFIDENTIAL. Terms of Payment All payments are strictly net, with payment due 30 days from date of invoice There will be a 15 percent per month interest penalty on any late payments ACCEPTANCE OF CONTRACT Name Title Date Purchase Order# Anticipate paying with credit card AUTHORIZED FOR HEALTHY BUILDINGS Sean McCrady Vice President, Testing & Diagnostics Send Report to Send Invoice to Buyer agrees to the standard terms and conditions on the following page thybuddings com --- — business minded sustainability TERMS AND CONDITIONS OF SALE These Terms and Conditions of Sale ("Terms') apply to and are incorporated by reference and made part of the quotation (the "Quotation") from Healthy Buildings International, Inc ("Seller') to the party identified on the front of the Quotation ("Buyer") 1 The Quotation The Quotation supersedes all previous quotations, proposals or offers, whether written or oral, relating to the subject matter thereof from Seller to Buyer and is offered to Buyer for acceptance within thirty (30) days from the date set forth on the first page of the Quotation, provided, however, Seller reserves the right to withdraw or modify the Quotation any time prior to Buyer's acceptance of the Quotation 2 The Contract Buyers acceptance of the Quotation shall be evidenced by its execution of the Quotation and these Terms, as indicated below Collectively, the Quotation and Terms constitute a contract between the Buyer and Seller ("Contract") 3 Scope of Work Seller undertakes to supply and furnish, at location where the work is to be performed, various items, including labor, materials and equipment to complete the work identified in the Quotation ("Work") and Buyer shall supply and furnish, for the use of Seller, those items set forth in the Quotation 4 Time Tables The time for completion of the Work set forth in the Contract is an estimate only and is in no way guaranteed, nor will any penalty attach nor any rebate be allowed to Buyer for Seller's failure to meet such date or deadline No liability shall result from delay in performance or non-performance of this Contract directly or indirectly caused by fire, explosion, accidents, flood, labor trouble or shortage, war act, terrorism, natural disaster, government regulation, inability to obtain suitable material, equipment, fuel, power or transportation, or act of God, or arising from contingencies, happenings or causes beyond the control of the Seller 5 Use of Documents The reports, drawings, specifications and other documents prepared by Seller for Buyer pursuant to this Contract are instruments of Buyer's services for use solely with respect to the Work, and Seller shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright, as applicable The Buyer shall be permitted to retain copies, including reproducible copies of any such documents for information and reference in connection with the Buyer's use and maintenance of the building(s) identified in the Quotation Submission or distribution of documents to meet official regulatory requirements, LEED certification, or for similar purposes in connection with the Work is not to be construed as publication in derogation of the Seller's reserved rights Any report produced by Seller as part of the scope of work is solely for the use of the Buyer and is not to be relied upon by any third party, without the express written consent of the Seller 6 Indemnification Buyer will indemnify and hold harmless Seller from any and all third party claims, actions and judgments, including all costs and attorneys' fees incurred by Seller in defending against such events arising from or related to the Work Seller shall be entitled, in its reasonable discretion, to settle claims prior to suit or judgment, and, in such event, Buyer shall indemnify and hold harmless Seller for the amounts of any such claims paid, including Seller's reasonable attorneys' fees and costs incurred resulting from such claim 7 Early Termination by Buyer This Contract may not be cancelled or modified by Buyer without the prior consent of Seller, which it may grant in its sole and absolute discretion In the event Buyer unilaterally cancels, terminates or modifies this Contract prior to Seller's completion of the Work, Buyer shall pay to Seller certain liquidated damages, which shall be determined as follows 1 Any work in process and any supplies or raw materials used far which commitments have been made by the Seller in connection with the Work will be paid to Seller by the Buyer on the basis of the Seller's full cast plus 15%, and 2 A 20% cancellation charge will he paid by the Buyer on the total Contract price to defray inconvenience to the Seller, provided, however, total payments to be made by Buyer under the Contract and as liquidated damages shall not exceed the amount that would have been due from Buyer to Seller had the Work been completed 8 Suspension of Services Seller shall invoice Buyer pursuant to the billing and payment terms set forth in the Quotation In the event Buyer does not make payment on any invoice when due, as set forth on the Quotation, Seller may suspend performance of the Work in its sole and absolute discretion Additionally, if the Buyer takes any action which could reasonably lead to bankruptcy or Buyer becomes bankrupt or insolvent during the term of this Contract, Seller may immediately terminate this Contract by written notice to the Buyer Such cancellation shall not prejudice the rights of Seller to any amounts then due under the Contract In the event of suspension of the Work pursuant to this paragraph, Seller shall have no liability to Buyer for delay or damage caused the Buyer because of such suspension of the Work Before resuming performance of the Work, Seller shall be paid all sums due prior to suspension or any other amount mutually agreed to by the parties 9 Hazardous Substances The Seller shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any format the Work site 10 Taxes Buyer shall reimburse the Seller for all taxes (sales, excise or otherwise, but not including taxes of income) and other charges which the Seller may be required to pay to any government entity (national, state or local) upon the sale, production, distribution or delivery of the products or services sold hereunder 11 Waivers No provision of this Contract shall be deemed to have been waived by Seller unless such waiver be in writing and signed by an officer of Seller Any waiver by either of the parties of a breach of the provisions of this Contract by the other party shall not operate or be construed as a waiver by the aggrieved party of any of the rights and privileges of the aggrieved party hereunder, or of any subsequent breach 12 Entire Agreement This Contract, comprised solely of the Quotation and these Terms, constitutes the entire and only agreement and understanding between the parties relating to the subject matter hereof and supersedes and cancels any and all previous contracts, arrangements, quotations, proposals, offers or understandings with respect to the subject matter hereof, whether oral or made in writing 13 Modification No change, alteration or modification of this Agreement shall be valid unless the same shall be in writing and signed by all the parties hereto, provided, however, stenographic and clerical errors or omissions are subject to correction by Seller without penalty and without the consent of Buyer, upon written notice to Seller 14 Assignment The Seller and Buyer, respectively, bind themselves, their agents, successors and assigns to this Contract, and neither this Contract, nor causes of action arising under or related to it, shall be assigned without the written consent of the other party 15 Attorneys' Fees In the event that Buyer fails to make payments to Seller in accordance with the terms of this Contract, the Seller shall be entitled to all reasonable attorneys' fees and costs associated with efforts to collect such payments 16 Governing Law and Forum This Contract shall be construed and administered in accordance with the laws of the Commonwealth of Virginia The parties hereto agree and stipulate that this Agreement shall be deemed to have been entered into in the Commonwealth of Virginia Any claim or cause of action arising out of or connected with this Contract shall be brought in either the U S District Court for the Eastern District of Virginia (provided that a proper basis for jurisdiction exists) or the Circuit Court of Fairfax County, Virginia, and the parties hereto consent to submit to the personal jurisdiction of such courts Buyer irrevocably appoints the Secretary of the Commonwealth of Virginia as agent for the purpose of accepting service of process in Virginia 17 Warranty, Limitation on Liability Seller agrees to use commercially reasonable efforts to perform the services as described herein EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH 17, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE, REPORT OR OTHER MATERIALS PROVIDED UNDER THIS CONTRACT THE FOREGOING WARRANTIES, IF ANY, ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED AND OF ALL OTHER OBLIGATIONS OR WARRANTIES ON THE PART OF THE SELLER in addition, Seller's liability to Buyer for any damages arising out of or related to this Contract, regardless of form of action that imposes liability, whether in contract equity negligence intended conduct tort or otherwise will be limited to and not exceed, in the aggregate for all claims, actions and causes of action of every kind and nature, the amount of the fees received by Seller under this Contract Seller will not be liable for any amounts consisting of or attributable to loss of income, profit or savings or for indirect, incidental, consequential, exemplary, punitive or special damages of any party, including third parties, even if Seller has been advised of the possibility of such damages in advance The provisions of this Paragraph 17 will survive the expiration or termination of this Agreement for any reason 18 No Guarantee In addition to the forgoing limitation, the advice given in Seller's reports does not guarantee complete eradication of mold or other pollutants from buildings and Buyer acknowledges that the extent of the inspections, both destructive and nondestructive, that could be engaged in to seek out mold depends on the resources Buyer is willing to apply Seller provides no explicit or implied warranties that microbiological activity or other pollutants and contaminants at Buyer's property are not present in hidden areas or will not recur for any reason in the future 19 Disclaimer If the Work involves obtaining LEED certification, the success or failure of an effort to accomplish LEED certification is contingent upon on a wide range of factors, including the cooperation of the Buyer and project contractors who are not accountable to Seller and/or team members, such as the owner, the architects, the mechanical engineer, general contractor and civil engineer Seller will use commercially reasonable efforts to perform the Work under this Contract, but Seller cannot warrant or guarantee in any way the successful certification of the project under the LEED certification standard 20 Severability Should any clauses set forth in this Contract be declared illegal, unlawful or unenforceable by a court of competent jurisdiction, then it is expressly understood that the remaining clauses and content of this Contract shall survive and not be rendered null, void or unenforceable 21 Relationship of the Parties The parties shall act as independent contractors in the performance of this Contract and neither party shall act as agent for or partner of the other party except as expressly stated in this Contract Nothing in this Contract shall be deemed to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or formal business relationship of any kind, and the rights and obligations shall be limited to those expressly set forth herein 22 No Third Party Beneficiary This Contract has been entered into solely for the benefit of the parties and is not intended to create any legal, equitable, or beneficial interest in any third party, or to vest in any third party any interest with respect to the enforcement or performance of this Contract 23 Counterparts, Signatures This Contract may be executed and/or conformed in any number of counterparts, each of which shall be deemed an original Buyer and Seller agree that signatures on this Contract and other documents transmitted between us by fax, e-mail or other electronic means shall be treated for all purposes as anginal signatures 24 Headings The headings contained in this Contract are for reference purposes only and shall in no way affect the meaning or interpretation of this Contract In this Contract, the singular includes the plural, the plural includes the singular, and the masculine or feminine gender includes both male and female referents CITY OF HUNTINGTON BEACH REQUEST FOR LEGAL SERVICES Michael E. Gates, City Attorney MATTER'� Date: 12/2/2015 Request made by: Mike McClanahan Telephone: 714i3oM200 Department: Fire INSTRUCTIONS: File Request For Legal Services in the City Attorney's Office Outline reasons for the request in the space marked "COMMENTS" and include facts necessary for City Attorney to respond Please attach all pertinent documents, information, exhibits, any relevant deadlines and contact information. TYPE OF LEGAL SERVICES REQUESTED: ❑ Prepare Contract / Document Approve Document ❑ General Legal Assistance / Project / Legal Research RCA DEADLINE: N/A IF NOT FOR CITY COUNCIL ACTION, REQUESTED DEADLINE: 12/10/15 Insufficient time to meet deadline, please note,revised' due date of - This request was reviewed and approved Date Signature of Department Head COMMENTS Please explain in a brief narrative what you are asking the City Attorney to do, along with a brief factual background to your request (E g , I am requesting that the City Attorney draft an ordinance, or advise whether certain records must be disclosed under the PRA) Please identify all attachments to this RLS and pertinent department contact information Shaded areas for City Attorneys Office use only ,This RLS is being' returned4or the following reason(s): ' - - �rz _ a F ; ❑ Need Department Head`srgnature ❑ Opinion previously_ rendered on (date) `� - attached s. ~ ❑ Insufficient data, please submit s ❑ Attachment(s) missing -' ❑ Other Y• Assigned Attorney. _ ?;'� Ext Assignment Date*_ ` Secretary' _ _ - Ext. _ Due Date: = 3 Matter Description -� ❑ Advice Memo ❑> Agreement Negotiations• ❑' Crtrzen Inquiry ❑ CiviPHeanng ❑ Cnmma' Prosecution ❑ DocumentApproval El Document Preparation r❑'Gnevances, ❑,Meeting Request ❑,Opinion, ❑ Ordinance ❑ Pitchess ❑ Project',[] Public Records Act, ❑'RCA ❑ Report ❑ Resolution ❑ Workers' Comp Notes: ' ° ��`,t .. Level , _ ''Dafe�Completed: 1 an -_..2Q RLS Form CITY OF HUNTINGTON BEACH REQUEST FOR LEGAL SERVICES Michael E. Gates, City Attorney COMMENTS (Continued): Attached is a contract with Healthy Buildings International, Inc. for asbestos removal oversight and monitoring for the Fire Station 8-Heil Renovation Project. It is requested that the contract be reviewed and approved as to form so that the Fire Department can requisition this work as part of the Project. RLS Form -2-