HomeMy WebLinkAbout04. CIP 17-01-Approve PSA for Environmental Remediation Svcs at 9255 ImperialiteM NO.
APPROVED BY
CITY MANAGER
TO HONORABLE MAYOR ASHTON AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
Y: MOHAMMAD MOSTAHKAMI, P.E., DIRECTOR OF PUBLIC WORKS
SUBJECT: ENVIRONMENTAL REMEDIATION SERVICES AT 9255 IMPERIAL HIGHWAY,
CAPITAL IMPROVEMENT PROJECT • 1APPROVE
PROFESSIONAL SERVICES
AGREEMENTS •- • f,
REMEDIATION SERVICES
That the City Council:
1. Approve the Professional Services Agreement with Ninyo & Moore Geotechnical and
Environmental Sciences Consultants (Ninyo & Moore) for the environmental remediation
services at 9255 Imperial Highway, Capital Improvement Project No. 17-01; and
2. Approve the Professional Services Agreement with Stearns, Conrad and Schmidt
Consulting Engineers (SCS Engineers) for oversight of the environmental remediation
services at 9255 Imperial Highway, Capital Improvement Project No. 17-01; and
3. Authorize the Mayor to execute the agreements in a form approved by the City Attorney;
and
4.- Authorize the City Manager to execute any amendments tothe agreements in form
approved by the City Attorney; and
5.- Appropriate $175,000 from the Water fund to cover the environmental remediation
services at 9255 Imperial Highway in the FY 2017/18 Capital Improvement Program,
In 2005, the City acquired the property located at 9255 Imperial Highway, formerly known as the
Spartan Lacquer and Paint Facility, for roadway construction purposes in conjunction with the
extension of Ardis Avenue (now Caring Way) from Congressman Steve Horn Way to Imperial
Highway. Upon acquisition of the property, the City demolished the existing buildings, removed
six underground storage tanks and conducted environmental related testing at the site. Test
results indicated soil contamination due to elevated concentrations of contaminants in the
groundwater. The City prepared a Workplan for the soil remediation work and submitted it to
the Los Angeles Regional Water Quality Control Board (RWQCB) for review and approval.
RWQCB conditionally approved the soil remediation Workplan through the installation and
operation of a vapor extraction system including vapor extraction and ground water monitoring
wells. Over the years, multiple projects have been completed on the site, which have proven to
be successful in reducing the level of contaminants.
Capital Improvement Project No. 17-01
Environmental Remediation9255 Imperial•
March 27, 2018
In December 2015, the City retained the services of SCS Engineers to provide professional
consulting services for oversight of the soil remediation efforts and the final site closure with the
RWQCB. Staff and SCS Engineers met with the RWQCB to discuss the final closure of the site
soil remediation efforts and RWQCB stated that the groundwater sampling and soil vapor
extraction (SVE) data continued to detect the presence of low contaminate concentrations of
volatile organic compounds and total petroleum hydrocarbons and requested recommendations
for continued soil remediation efforts. SCS Engineers reviewed the previous SVE and
groundwater technical reports and sampling data. In April 2016, SCS Engineers submitted an
Environmental Data Review and Recommendation Report to RWQCB for review and approval.
On May 2016, the City received a letter from RWQCB with the approval of remediation
recommendations for resuming site assessment and cleanup.
In June 2016, staff issued a Request for Proposal for the environmental remediation services
based on the RWQCB's approved recommendations and continued soil remediation efforts. In
July 2016, four proposals were received from environmental remediation consulting firms. The
proposals were reviewed and evaluated and Ninyo & Moore received the highest ranking based
on their proposal which demonstrated a thorough understanding of the city's soil remediation
needs, effective work program and technical experience. In September 2016, the City retained
the services of Ninyo & Moore for the environmental remediation services at subject site.
In December 2016, Ninyo & Moore began the environmental remediation services in
accordance with Environmental Data Review and Recommendation Report approved by
RWQCB. These environmental remediation services included project coordination and
preparation of site-specific Health and Safety and Quality Control/Quality Assurance Plans,
installation of new soil vapor extraction equipment, vapor sampling and analysis at eight vapor
extraction wells, installation of new soil vapor probe wells, groundwater monitoring and
submission of technical reports to the RWQCB among other additional soil remediation services"
including coordination of Los Angeles County Department of Health and Air Quality
Management District (AQMD) "Site Specific" permit fees.
On February 27, 2018, Ninyo & Moore, SCS Engineers and staff met with RWQCB to discuss
soil vapor extraction and groundwater monitoring data from the latest technical report submitted
to the RWQCB. RWQCB acknowledged that based on the analysis data the concentration of
contaminants in the soil has been significantly reduced and contaminants concentration in the
groundwater has also decreased. Although the level of contaminants is still on a downward
trend they have not yet reached asymptotic levels as required. Therefore, continued soil
remediation efforts will be required by the RWQCB.
In order to satisfy the requirements of the RWQCB the following activities need to occur for the
continued soil remediation at the subject site:
Obtain an AQMD "Site Specific" permit to operate vapor extraction system
Continued operation of soil vapor extraction systems (Carbon Absorption or Catalytic
Oxidation System) to reach asymptotic levels.
K
Capital Improvement
Project i
March 27, a;
• Continued groundwater monitoring to document that contaminant concentrations have
decreased or show a decreasing trend.
• Submission of quarterly technical reports to the RWQCB.
• Submission of Workplan for Vertical and Lateral Delineation of groundwater impacts to
the RWQCB for approval. May need additional confirmation sampling to demonstrate
that the groundwater plume was delineated.
• Conduct Rebound Testing.
• Decommission SVE System, Vapor Extraction and Monitoring Wells.
• Risk assessment analysis.
• Potential Deed Restrictions documenting future land uses.
In an effort to continue the environmental remediation services at the subject site, additional
services of Ninyo & Moore and SCS Engineers are necessary. The attached Professional
Services Agreements with Ninyo & Moore and SCS Engineers will authorize resumption of the
required site soil remediation environmental services per RWQCB requirements. Although at
this time, it is not known when the site soil remediation is no longer needed, staff plans to
monitor the site activities closely and meet with the RWQCB in approximately six months to re-
evaluate the need for continued soil remediation activities.
Staff recommends approval of the attached professional services agreements with Ninyo &
Moore and SCS Engineers for the continued soil remediation activities.
Based on the proposals submitted by Ninyo & Moore for $190,977.88 and SCS Engineers for
$25,000.00, the total cost for the continued environmental remediation services is $215,977.88.
Based on the anticipated fund balance of $41,000 under Account No. 51-1-6583, an additional
appropriation of $175,000 from the Water Fund balance is required to cover the cost of contract
services for the site.
Attachments:
• Attachment 1 — Ninyo & Moore Professional Services Agreement
• Attachment 2 — SCS Engineers Professional Services Agreement
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CITY OF DOWNEY
PROFESSIONAL
VI%JyO &•• • -• •
s] :AU-• • -• •
1. PARTIES AND DATE.
This Agreement is made and entered into this 27th day of March, 2018 by and
between the City of Downey, a California municipal corporation and charter city with its
principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City")
and Ninyo & Moore Geotechnical and Environmental Sciences Consultants, a California
corporation, with its principal place of business at 475 Goddard, Suite 200, Irvine, California
92618 ("Consultant"). City and Consultant are sometimes individually referred to as "Party"
and collectively as "Parties."
2. RECITALS.
Consultant desires to perform and assume responsibility for the provision of certain
professional environmental remediation services required by City on the terms and conditions
set forth in this Agreement. Consultant represents that it has demonstrated competence and
experience in providing environmental remediation services to public clients, is licensed in the
State of California, and is familiar with the plans of City.
City desires to engage Consultant to render such services for the environmental
remediation services at the City property located at 9255 Imperial Highway, Downey, CA
90242 ("Project") as set forth in this Agreement.
Scope3.1 of Services and Term.
3.1.1 General Scooe of Services. Consultant promises and agrees to furnish
to City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional environmental remediation services
necessary for the Project ("Services"). The Services are more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be
subject to, and performed in accordance with, this Agreement, the exhibits attached hereto
and incorporated herein by reference, and all applicable local, state and federal laws, rules
and regulations.
3.1.2 Term. The term of this Agreement shall be from January 1, 2018 to
December 31, 2019, unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines. The term of this Agreement may be extended by written
amendment to this Agreement signed by the City Manager and the Consultant.
i • •
T-TEROTITATT N."
3.2.1 Control and Payment of Subordinates` Inde- endent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an employee. Consultant retains the right to perform similar or different services
for others during the term of this Agreement. Any additional personnel performing the
Services under this Agreement on behalf of Consultant shall also not be employees of City
and shall at all times be under Consultant's exclusive direction and control. Consultant shall
pay all wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including, but
not limited to: social security taxes, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance.
In the event that Consultant or any employee, agent, or subcontractor of Consultant
providing services under this Agreement claims or is determined by a court of competent
jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible
for enrollment in CaIPERS as an employee of City, Consultant shall indemnify, defend, and
hold harmless CITY for the payment of any employee and/or employer contributions for
CaIPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as
well as for the payment of any penalties and interest on such contributions, which would
otherwise be the responsibility of City.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "A" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform
the Services in conformance with such conditions. In order to facilitate Consultant's
conformance with the Schedule, City shall respond to Consultant's submittals in a timely
manner. Upon request of City, Consultant shall provide a more detailed schedule of
anticipated performance to meet the Schedule of Services. The parties acknowledge that the
Schedule of Services may be amended by mutual agreement due to changes in
circumstances, including changes in the performance schedules of other third parties
performing work for the City on the Project, which affect the timing of Consultant's
performance of the Services.
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3.2.3 Conformance to A plicable Re oirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Ke Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the City to
be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of the City.
3.2.5 C±y's Representative. The City hereby designates Mohammad
Mostahkami, P.E., Director of Public Works, or his or her designee, to act as its
representative for the performance of this Agreement ("City's Representative"). City's
Representative shall have the power to act on behalf of the City for all purposes under this
Contract. Consultant shall not accept direction or orders from any person other than the
City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Anthony
Lizzi, P.G., C.H.G., Principal Geologist, or his or her designee, to act as its representative
for the performance of this Agreement ("Consultant's Representative"). Consultant's
Representative shall have full authority to represent and act on behalf of the Consultant for all
purposes under this Agreement. The Consultant's Representative shall supervise and direct
the Services, using his best skill and attention, and shall be responsible for all means,
methods, techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care` Performance of Em to ees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in
the State of California. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
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provided for in the indemnification provisions of this Agreement, Consultant shall perform, at
its own cost and expense and without reimbursement from the City, any services necessary
to correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub -consultants
who is determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner consistent with the
standard of care set forth herein, shall be promptly removed from ;the Project by the
Consultant and shall not be re-employed to perform any of the Services; or to work on the
Project.
3.2.9 Laws and e lations. Consultant shall keep itself fully informed of and
in compliance with all applicable local, state and federal laves, rules and regulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable Cal/ SHA requirements,
and shall give all notices required by law. Consultant shall be liable for all violations of such
laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such laws, rules and regulations and without giving written notice
to the City,; Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents
free and harmless, pursuant to the applicable indemnification provisions of this Agreement,
from any claim or liability arising out of any failure or alleged failure to comply with such laws,
rules or regulations. Consultant's violation of such laws, rules and regulations shall also
constitute a material breach of this Agreement.
3.2.101nsurance.
3.2.10.1 Time for Compliance. Consultant shall not commence the
Services or the Project under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant shall
not allow any subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance required
under this section. The City reserves the right to modify these requirements, including limits,
based on the nature of the risk, prior experience with insurer, coverage or other special
circumstances.
(A) Minimum Scope of Insurance. (1) Commercial General
Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence"
basis including products and completed operations, property damage, bodily injury and
personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form
Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired)
and 9 (non -owned); and (3) Workers' Compensation : Workers' Compensation insurance as
required by the State of California with Statutory Limits; and (4) Employer's Liability
Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) Commercial General Liability (CGL). No less than $2,000,000 per
occurrence for products and completed operations, bodily injury, property damage and
personal and advertising injury. If Commercial General Liability Insurance or other form with
general aggregate limit applies, either the general aggregate limit shall apply separately to
this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per
accident for bodily injury and property damage; and (3) Workers' Compensation: Workers'
Compensation limits as required by the Labor Code of the State of California with Statutory
Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per
accident for bodily injury or disease. Employer's Liability coverage may be waived by the City
if City receives written verification that Consultant has no employees.
If the Consultant maintains broader coverage and/or higher limits than the minimum shown in
this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the
City,
3.2.10.3 Professional Liability (Errors & Omissions). Consultant
shall procure and maintain, and require its sub -consultants to procure and maintain, for a
period of five (5) years following completion of the Services or the Project, errors and
omissions liability insurance appropriate to its profession. Such insurance shall be in an
amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate,
and shall be endorsed to include contractual liability. If the Consultant maintains broader
coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City
requires and shall be entitled to the broader coverage and/or higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to
liability arising from the work, Services, Project or operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such work,
Services. Project or operations, and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if
excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage. Commercial General Liability insurance coverage may be provided in
the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form
CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if
later revisions are used).
(B) "waiver of Subrogation, Consultant hereby grants to City a
waiver of any right to subrogation which any insurer of said Consultant may acquire against
the City by virtue of the payment of any loss under said insurance policies set forth herein.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
(C) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except with written notice by certified mail, return receipt requested to
the City; and (B) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the City, its directors,
officials, officers, employees, agents and volunteers.
3.2.10.5 Primary Coverage. For any claims related to this
Agreement, the Consultant's insurance coverage shall be primary insurance and primary
coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors,
officials, officers, employees, agents and volunteers. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall
be excess of the Consultant's insurance and shall not be called upon to contribute with it in
any way.
3.2.10.6 Se aration of Insureds, No S ecial Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors officials, officers, employees, agents and volunteers.
3.2.10.7 Deductibles and Self-insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City. City may
require Consultant to provide proof of ability to pay losses and related investigations, claim
administration and defense expenses and costs within the retention. The policy language
shall provide or be endorsed to provide that the self-insured retention may be satisfied by
either the named insured or City.
3.2.10.8 Acceptabilily Acceptabilityof Insurers Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in
California, and satisfactory to the City.
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3.2.10.9 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance, including all required amendatory endorsements (or copies
of the applicable policy language effective coverage required by this provision) and a copy of
the Declarations and Endorsement Page of the Commercial General Liability policy listing all
policy endorsements to the City before the commencement of work under this Agreement.
However, failure to obtain the required documents prior to the commencement of work under
this Agreement shall not waive the Consultant's obligation to provide them to the City. The
City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, at any time.
3.2.10.10 Claims -Made Policies. If any of the policies provide
coverage on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this
Agreement or the date work commences under this Agreement, whichever is earliest-,
(B) Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Services provided under this
Agreement-,
(C) If coverage is canceled, non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of this Agreement
or the date work commences under this Agreement, whichever is earliest, the Consultant
must purchase extended reporting coverage for a minimum of five (5) years after completion
of the Services under this Agreement.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall
at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life-saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways, scaffolds,
fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and'wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for
the proper inspection and maintenance of all safety measures.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set
forth in Exhibit "A" attached hereto and incorporated herein by reference. The total
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compensation shall not exceed One Hundred Ninety Thousand Nine Hundred Seventy -
Seven and 88/100 Dollars ($190,977.88) without written approval of the City. Extra Work
may be authorized, as described below, and if authorized, said Extra Work will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods, as
appropriate, through the date of the statement. City shall, within thirty (30) days of receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from the City Manager. City Manager's authorization of Extra Work shall
not exceed 20% of total compensation as set forth in this Agreement.
3.3.5 Prevailina Waaes. Pursuant to Downey Municipal Code Section 2935, the
requirements of California Labor Code Sections 1720 et seg. and 1770 et seq., as well as
California Code of Regulations, Title 8, Section 16000 et seg. ("Prevailing Wage Laws"),
which require the payment of prevailing wage rates and the performance of other
requirements on certain "public works" and "maintenance" projects, shall apply to the Project.
Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide
Consultant with a copy of the prevailing rates of per them wages in effect at the
commencement of this Agreement. Consultant shall make copies of the prevailing rates of
per them wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the
Consultant's principal place of business and at the Project site. Consultant shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. If applicable, Consultant shall be
registered at all times with the Department of Industrial Relations under the Public Works
Contractor Registration Program for Labor Compliance.
3.4.1 Maintenance and _Infection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City
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during normal business hours to examine, audit, and make transcripts or copies of such
records and any other documents created pursuant to this Agreement. Consultant shall allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement
for a period of three (3) years from the date of final payment under this Agreement.
3.5.1.1 'Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time either for cause or
for the City's convenience and without cause by giving written notice to Consultant of such
termination, and specifying the effective date thereof, at least seven (7) days before the
effective date of such termination. Consultant may only terminate this Agreement for cause
upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
Agreement.
The following reasons shall constitute"cause" for which either party may terminate this
Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of
this Agreement and through no fault of the terminating party;
Assignment of this Agreement or transfer of the Project by either party to any
other entity without the prior written consent of the other party;
Suspension of the Project or the Consultant's Services by the City for more than
ninety (90) calendar days, consecutive or in the aggregate, without good cause;
Material changes in the conditions under which this Agreement was entered
into, the Scope of Services or the nature of the Project, and the failure of the
parties to reach agreement on the compensation and schedule adjustments
necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
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3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
En
Ninyo & Moore
Geotechnical and Environmental Sciences Consultants
475 Goddard, Suite 200
Irvine, California 92618
Phone: (949) 753-7070
Fax: (949) 753-7071
Attn: Anthony Lizzi, P.G., C.H.G., Principal Geologist
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7102
Fax: (562) 904-7296
Attn: Mohammad Mostahkami, P.E., Director of Public Works
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
3.5.3.1 Documents & Data, Licensina of Intellectual Prooertv. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied
in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
10
drawings or data magnetically or otherwise recorded on computer diskettes, which are
prepared or caused to be prepared by Consultant under this Agreement ("Documents &
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a
non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal
right to license any and all Documents & Data. Consultant makes no such representation
and warranty in regard to Documents & Data which were prepared by design professionals
other than Consultant or provided to Consultant by the City. City shall not be limited in any
way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for
any purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or the
Project. Nothing furnished to Consultant which is otherwise known to Consultant or is
generally known, or has become known, to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any publicity
pertaining to the Services or the Project in any magazine, trade paper, newspaper, television
or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acte. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law,
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non -prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification; Except as provided in subdivision
3.5.6.2 below which is applicable to "design professionals" only, Consultant shall defend (with
counsel acceptable to City), indemnify and hold the City, its officials, officers, employees,
volunteers and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged negligent
acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of
the Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and "attorneys' fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such
suit, action or other legal proceeding. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, and agents or volunteers.
Consultant shall not be obligated to defend, indemnify or hold the City harmless in any
manner whatsoever for any claims or liability arising solely out of the City's own negligent
acts, errors or omissions or willful misconduct.
3.5.6.2 Design Professionals. The provisions of this subdivision
3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the
meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional
within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to
the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and
2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City),
indemnify and hold harmless City and City's officers, officials, employees, volunteers and
agents from and against any Claim that arises out of, pertains to, or relates to, directly or
indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of
Consultant, any subconsultant, subcontractor or any other person directly or indirectly
employed by them, or any person that any of them control, arising out of Consultant's
performance of any task or service for or on behalf of City under this Agreement. Such
obligations to defend, hold harmless and indemnify City or any City officers, officials,
employees or volunteers shall not apply to the extent that such Claims are caused in part by
the sole active negligence or willful misconduct of City or such City officers, officials,
employees, volunteers and agents. Consultant's cost to defend City and/or City's officers,
officials, employees or volunteers against any such Claim shall not exceed Consultant's
proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code
section 2782.8(a), in the event that one or more defendants is unable to pay its share of
defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and
confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the
extent Consultant has a duty to indemnify City or any City officers, officials, employees,
volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for
all incidental and consequential damages resulting directly or indirectly, in whole or in part,
from Consultant's negligence, recklessness or willful misconduct.
3.5.7 Entire Agreement'. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
12
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5. 10 City's Right to_Em to Other Consultants, City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12Assignment or Transfer. Neither party shall assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the other party. Any attempt to do so shall be null and void, and
any assignees, hypothecates or transferees shall acquire no right or interest by reason of
such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References,, Ca tions Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
13
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it
has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift
or other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee
of City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 E ual ORportunity Ern to ment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination. Consultant shall also comply with all relevant provisions of any City
Minority Business Enterprise program, Affirmative Action Plan or other related programs or
guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authorit
y to Eater Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.
3.5.23 Effect of Conflict. In the event of any conflict, inconsistency, or
incongruity between any provision of this Agreement, any of its exhibits, attachments,
purchase order, or notice to proceed, the provisions of this Agreement will govern and
control.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Consultant shall require and verify that all subcontractors maintain
insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure
14
that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF DOWNEY, NINYO & MOORE GEOTECHNICAL AND
a California municipal corporation ENVIRONMENTAL SCIENCES CONSULTANTS,
and charter city a California corporation
By: By:
Sean Ashton, Mayor Anthony L� J z z i, P.G.G.
Principal Geologist
Maria A. Duarte, CMC
City Clerk
M ME -1 I i
123859
15
March 14, 2018
Project No. 209850001
Mr. Mohammad Mostahkami, PE
Director of Public Works
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Subject: Proposal for Additional Environmental Remediation Services
Former Spartan Lacquer Facility
9255 Imperial Highway
Downey, California 90242
Dear Mr. Mostahkami,
In accordance with your request, we are pleased to submit this proposal to the City of Downey,
Department of Public Works (City) to continue Environmental Remediation Services at the former
Spartan Lacquer Facility, 9255 Imperial Highway in Downey, California. Our proposed scope of
services and estimated costs will include continuation of groundwater monitoring, mobilization of a
remediation system consisting of soil vapor extraction (SVE) and treatment systems (catalytic
oxidation [Cat -Ox] or carbon adsorption), operation of the SVE system for approximately 12
additional months, and preparation of a work plan for the vertical and horizontal delineation of
groundwater impacts at the site.
On February 27, 2018, Mr. Prasad Thimmappa of Ninyo & Moore attended a meeting with Mr. Bizu
Ayele of the Regional Water Quality Control Board (RWQCB), Mr. Desi Gutierrez of the City and
Julio Nuno of SCS Engineers to discuss next steps at the site. A summary of the meeting was
provided by the City in a letter dated March 6, 2018, addressed to the RWQCB. It was agreed
upon by all participants that the data gathered to -date at the site indicate that continued soil
remediation activities including SVE and groundwater monitoring are necessary. Costs to prepare
for and attend this meeting and one additional meeting during this new proposal contract period
are included in Task 1 below.
This following scope of work outlines Ninyo & Moore's plan for additional work to remediate the site
in accordance with RWQCB requirements.
rrr r it �: ' : • r'• 1 i
Ninyo & Moore will perform the following environmental services for the remediation of
contaminated soil vapor at the site.
Task 1 Project nt, Meetings and Coordination
This task includes the management, coordination, and planning of the project. Services included
are described below.
• Coordinate field activities with the City, equipment subcontractors and agencies.
• Pre -field project kick-off meeting
• Maintain communication with the City's representatives throughout the duration of the project
and participate in quarterly progress meetings (4 meetings) at the City offices.
• Attend meetings (2 meetings) with City and its representatives, and the RWQCB at their offices
to review the project and determine next steps to reach site closure.
• Coordinate preparation of project documents, and agency approvals with the City.
• Upload data and reports on behalf of the City to GeoTracker.
Groundwater Monitoring
This task includes performing groundwater monitoring of the three existing on-site wells, sampling
and analysis, and reporting.
• Perform groundwater monitoring of the three on-site wells (MW -4, MW -S, and MW -6). Prior to
monitoring/sampling of the wells, the RWQCB will be notified.
• Collect static water level measurements followed by purging and sampling of wells using low
flow techniques. Groundwater samples will be collected in appropriate sample containers for
volatile organic compound (VOC) analysis (full scan, including fuel oxygenates by United
Stated Environmental Protection Agency (EPA) Method 8260B and for Total petroleum
hydrocarbons as gasoline (TPHg) by EPA Method 8015M). Samples will be submitted to a
California State -certified laboratory for analysis under standard chain -of -custody protocols.
Laboratory reports will include electronic deliverable format to upload data to Geotracker.
• Quality Assurance/ Quality Control (QA/QC) samples will be collected, including equipment
blank, trip blank, and duplicate samples (rate of 10 percent). QA/QC samples will be analyzed
for VOCs and TPHg by EPA Methods 8260B and 8015M.
Purged water will be stored in 55 -gallon drums pending proper disposal. Disposal of two drums
of non -hazardous waste is included.
Following receipt of analytical data, groundwater monitoring reports will be prepared. Each
quarterly report will include a description of field and laboratory protocols, a summary of
analytical data, a sitewide groundwater contour map, isoconcentration plume maps for major
inyo & Moore I Former Spartan Lacquer Facility, Downey, California 12098500011 March 14, 2018 2
contaminants, and conclusions and recommendations. Level II data validation will be
performed for the laboratory data.
Submit one draft report for each quarterly monitoring event to the City for review. Following
approval by the City and their consultants, comments will be incorporated and the report will be
finalized. Each monitoring report will be uploaded to GeoTracker
Installation i ri ll
This task has been completed.
Task 3a — Work i r Vertical and Lateral Delineation
This task includes the preparation of a workplan to delineate the horizontal and vertical impacts to
groundwater at the site and site vicinity. The workplan will be submitted to the City for approval
before submitting it to the RWQCB. An additional budget amendment will be prepared for
implementation of the work plan after approval by the RWQCB.
T r Sampling and Analysis
This task has been completed.
Task Mobilize n r to SVE and Treatment System
This task includes the mobilization of two SVE and treatment units with different treatment options
(Catalytic Oxidation [CatOx] and Granular Activated Carbon [GAC]), monitoring of the SVE
systems for approximately 6 months each, and preparation of quarterly reports summarizing
results including data interpretations.
A site-specific permit to operate (PTO) an SVE and treatment system will be applied for with
the South Coast Air Quality Management District (SCAQMD) that will include both the CatOx
and GAC treatment units. The proposal for this site-specific permit was provided under a
separate budget amendment proposal.
• Our treatment system vendor, Ecotech, will deliver a trailer -mounted 300 standard cubic feet
per minute (scfm) SVE unit equipped with an all -electric CatOx treatment unit. A copy of the
SCAQMD permit will be attached to the SVE unit. The SVE unit will include a 20 horsepower
300 scfm blower capable of 27 inches of mercury vacuum, condensate knockout air/water
separator with automatic pumpout, automatic temperature and dilution controllers. The system
will operate on 480 -volt, three phase 65 amp power and will be integrated into the existing SVE
infrastructure, including headers and extraction wells.
After concentrations of VOCs and TPHg have dropped to a level where Cat -Ox treatment
becomes inefficient (6 months is estimated), Ecotech will deliver a skid -mounted 500 scfm SVE
trailer unit equipped with a blower package and GAC treatment system. A copy of the
SCAQMD permit will be posted to the SVE unit. The SVE unit will include a 20 horsepower,
500 scfm blower capable of 10 inches of mercury vacuum, condensate knockout air/water
separator with automatic pumpout, automatic temperature and dilution controllers. Two 1,000
Ninyo ti Moore I Former Spartan Lacquer Facility, Downey, California 12098500011 March 14, 2018 3
pound GAC vessels will be used to treat influent vapor for this unit. The system will operate on
either 220 or 440 volt three phase, 50 or 25 amp power, and will be integrated into the existing
SVE infrastructure, including headers and extraction wells.
• Monitoring and sampling on a daily basis is required during the first week of startup of the units
per the permit requirements.
• We will monitor the SVE system(s) at least weekly in accordance with the requirements of the
SCAQMD site-specific permit. In accordance with the SCAQMD permit, influent and effluent
vapor samples will be collected monthly and analyzed by an analytical laboratory. These
samples will be used for estimating pounds of contaminants removed from the subsurface.
• Ninyo & Moore will prepare quarterly remedial progress reports and include them in the
groundwater monitoring reports indicated in Task 2 above, for submittal to the RWQCB.
Monitoring reports will include a description of SVE operations for the quarter, field
measurement data, analytical results of vapor samples, data interpretation and conclusions,
including the estimated TPHg and VOC mass removed.
• Ninyo & Moore will submit reports required by the SCAQMD site-specific PTO.
_ Conduct Rebound Testing
This task includes conducting rebound testing following the shut -down of the SVE and treatment
system. This task was included in the original proposal. Updated costs are included here.
In consultation with City and RWQCB personnel, once the concentrations of VOCs have
decreased to an acceptable level for closure and the practical limits of soil remediation using
SVE have been reached (i.e., achieved asymptotic conditions), SVE will be generally
determined to be complete, and the system will be shut down and an SVE rebound test will be
conducted.
SVE rebound testing will be conducted after shut down of the SVE system for a minimum of 2
weeks. During the rebound test, field instrument readings will be collected for the same
parameters listed in Task 5 above, as follows:
o within fifteen (15) minutes of restart;
o at hourly intervals thereafter for at least three (3) hours;
o at daily intervals thereafter for at least four (4) days, and;
o weekly thereafter for at least three (3) additional weeks.
Vapor samples will be collected and analyzed by the laboratory as indicated in Task 5 above
within fifteen (15) minutes of restart and approximately one (1) week after restart.
The rebound testing report will be prepared and combined with the final remedial progress
report. The rebound testing report will describe field and laboratory protocols, summarize data,
include graphical representations of data, and provide appropriate conclusions and
recommendations. The draft report will be submitted to the City for review.
Following approval by the City, comments will be incorporated to the draft report and the
document will be finalized. Once finalized, the document will be uploaded to GeoTracker.
Ninyo & Moore I Former Spartan Lacquer Facil 4y, Downey, California 12098500011 March 14, 2018 4
Task 7 — Decommission SVE System, Vapor ExtractionMonitoring
Walls
This task includes the decommissioning of the SVE system, vapor extraction and monitoring wells.
This task was included in the original proposal. Updated costs are included.
• The SVE treatment unit will be disconnected from the PVC header system.
• The treatment system vendor will remove the skid mounted SVE unit(s) from the site.
• Belowground piping between the vapor extraction wells and the equipment compound will be
cut at the surface, grouted, and remain in place. Above ground piping will be removed from the
site. It is assumed that the fencing at the site will remain in place unless the City authorizes
removal, in which case, it will be performed at additional cost, with the City's approval.
• At the conclusion of the project after receiving approval from the RWQCB, Ninyo & Moore will
abandon existing vapor extraction and ground water monitoring wells using a hollow -stem
auger drill rig in accordance with Los Angeles County, Department of Public Health, Drinking
Water Program requirements and State of California Well Standards Bulletin 74-90 and
Supplement to Bulletin 74-81, which includes grouting in-place and removing the top 5 feet of
each well. Derived waste will be containerized in DOT -approved 55 -gallon drums and hauled
off site for disposal.
`_sk 8 — Comply withRequirements
• Provide timely agency notifications prior to performing fieldwork
• Perform fieldwork in accordance with regulatory agency guidelines and industry standards
• Prepare required submittal documents (reports, permits, memorandums, etc.) within the time
constraints of the agency or regulations
• Project communication initiated by the RWQCB with Ninyo & Moore will be communicated to
the City before any action is taken.
ASSUMPTIONS
Listed below are our assumptions for estimating the costs to complete the scope of work:
• Costs are based on operating the SVE and Cat -Ox treatment system for 6 months and the SVE
and GAC treatment system for 6 months, including the rebound testing period.
• Costs for the application of a site-specific permit has been provided to the City under a
separate proposal.
• Power will be provided to the equipment compound and paid by the City. Ninyo & Moore's
equipment subcontractor will be responsible for connection of the SVE unit to the power at the
equipment compound.
• Activated carbon that requires changeout will be considered non -hazardous for this proposal If
activated carbon is found to be hazardous due to elevated levels of contaminants, additional
charges will apply for disposal.
-----
Ninyo & Moore I Former Spartan Lacquer Facility, Downey, California 12098500011 March 14, 2018 5
• Based on experience at the site, Ninyo & Moore will use a carbon change -out schedule of
1,000 pounds per month while the GAC Treatment System is active. If more or less carbon
change -outs are required, the City will be provided with a cost amendment request.
• The City is responsible for electrical equipment from SCE transformer, meter panel, step-down
transformer to disconnect switch. The City will directly pay utility bills. Ninyo & Moore will be
responsible for wiring from meter panel to disconnect switch and all electrical (equipment and
wiring) beyond disconnect switch.
• City permits to install and operate the SVE unit have already been processed with the City. It is
assumed that the permits are "No Fee", or paid internally by the City.
• One 55 -gallon drum of "knockout' water and two drums of decontamination water from
groundwater monitoring activities will be disposed of off site as non -hazardous waste.
• The SVE systems will operate for a total of 12 months, including time on site while the system
is shut down for rebound testing.
• Permits to be approved for the system consist of the SCAQMD Site -Specific PTO for an SVE
and treatment system.
• Costs for repair/replacement of SVE system components is included if breakdown occurs
during the 12 month period. Two site visits by the SVE system vendor for troubleshooting are
included.
The cost breakdown is provided on the attached Table 1, Breakdown of Estimated Fee. Our
proposed schedule for this project may be extended depending on the implementation of these
changes and the required duration for cleanup of the site.
We appreciate the opportunity to work with the City on this project. If you have any questions,
please contact either of the undersigned at your convenience.
Respectfully submitted,
NINYO & MOORE
Prasad Thimmappa, PE
Senior Engineer
DWF/PT/AJL/mlc/sc
Attachment: Table 1 Breakdown of Fee
Anthony Lizzi, PG,1H
Principal Geologist
Distribution: (1) Addressee (via e-mail)
(1) Mr. Julio Nuno, SCS Engineers (via e-mail)
Ninyo & Moore I Former Spartan Lacquer Facility, Downey, California 12098500011 March 14, 2018 6
Task Completed
Subtotal $
SVE System Installation, Rental, Mobilization and Demobilization
Senior Engineer/Geologist/Environmental Scientist
8 hours
@
$ 168:00
/hour
$
1,344.00
Senior Staff Eng i nee r/Geolog ist/Environmenta I Scientist
12 hours
@
$ 14200
/hour
$
1,704.00
Field Vehicle
12 hours
@
$ 12;00
/hour
$
144.00
SVE Unit Delivery and Installation (subcontractor)
2 units
@
$ 2,530.00
/unit
$
5,060.00
SVE Activated Carbon System Monthly Rental (6 mths)
6 mths
@
$ 1,750n00
/mths
$
10,500.00
SVE Cat -Ox System Monthly Rental (6 mths)
6 mths
@
$ 3,650-00
/mths
$
21,900.00
Contractor SVE Service (assume 2 per yr)
2 units
@
$ 400,00
/unit
$
800.00
SVE Unit Demobilization (subcontractor)
2 unit
@
$ 1,500.00
/unit
$
3,000.00
Non -Hazardous Waste Disposal/Recycling - Knockout Water
1 drum
@
$ 385.00
/drum
$
385.00
Carbon Profiling
1 sample
@
$ 300.00
/sample
$
300,00
Carbon Changeout (assume 1,000 lbs per month)
6,000 lbs
@
$ 1,90
/lb
$
11,400,00
Startup Monitoring SVE Systems (4 hrs/day/5 days)
Staff Engineer/Geologist/Environmental Scientist
20 hours
@
$ 126,00
/hour
$
2,520:00
Field Vehicle
20 hours
@
$ 12.00
/hour
$
240.00
Laboratory Analysis - EPA Method 8260/5030 + Oxygenates
2 tests
@
$ 125.00
/test
$
250.00
Laboratory Analysis - EPA Method 8015M, TPH-g
2 tests
@
$ 12.00
/test
$
24.00
EDD Format @ 4%
1 unit
@
4%
/unit
$
10.96
Field Instruments (PID, Flowrate, Pressure)
5 units
@
$ 150.00
/unit
$
750.00
Weekly Monitoring SVE System (4 hrs/wk)
Staff Engineer/Geologist/Environmental Scientist
200 hours
@
$ 126.00
/hour
$
25,200.00
Field Vehicle
200 hours
@
$ 12.00
/hour
$
2,400.00
Laboratory Analysis - EPA Method 8260/5030 + Oxygenates
24 tests
@
$, 125.00
/test
$
3,000.00
Laboratory Analysis - EPA Method 8015M, TPH-g
24 tests
@
'$ 12.00
/test
$
288.00
EDD Format @ 4%
1 unit
@
4%
/unit
$
131.52
Field Instruments (PID, Flowrate, Pressure)
52 units
@
$ 150.00
/unit
$
7,800.00
Remedial Progress Reports (4 included in GW Monitoring Reports)
Principal Engineer/Geologist/Environmental Scientist
4 hours
@
$ 178.00
/hour
$
712.00
Senior Engineer/Geologist/Environmental Scientist
8 hours
@
$ 168.00
/hour
$
1,344.00
Senior Staff Engineer/Geologist/Environmental Scientist
32 hours
@
$ 142.00
/hour
$
4,544,00
Technical Illustrator/CAD Operator
8 hours
@
$ 92.00
/hour
$
736,00
Data Processing, Technical Editing, or Reproduction
8 hours
@ _
$ ___ 68.00
/hour
$
544:00
Subtotal
107,031.48
Field Work
Senior Engineer/Geologist/Environmental Scientist
5 hours
@
$ 168.00
/hour
$
840.00
Staff Engineer/Geologist/Environmental Scientist
40 hours
@
$ 126.00
/hour
$
5,040.00
Field Vehicle and Equipment Usage
40 hours
@
$ 12.00
/hour
$
480,.00
PID Rental
1 week
@
$ 250;00
/week
$
250.00
Laboratory Analyses - EPA Method 8260/5030 + Oxygenates
2 tests
@
$ 120.00
/test
$
240.00
Laboratory Analyses - EPA Method 8015M, TPHg
2 tests
@
$ 12.00
/test
$
24.00
inyo & Moore I Former Spartan Lacquer Facility, Downey, Califomia 12098500011 March 14, 2018 2
' • • i i
Principal Engineer/Geologist/EnvironmentaI Scientist
1 hour
@
$ 178.00
/hour
178,00
Senior E • i neer/Geologist/EnvironScientisto
r
168.00
/hour
336M
Project • ••• •nmentaI Scientist
2 hours
♦
`, 156.00
/hour
$
312,00
Senior Staff Engineer/Geologist/Environmental Scientist
4 hours
@
$ 142.00
/hour
56& 00
Data Processing, Technical Editing, or Reproduction
2 hours
@
$ 68.00
/hour
13&00
tal
f
"
Staff Engineer/Geologist/EnvironmentaI Scientist
24 hours
@
$ 12&00
/hour
3�024 . 00
Field Vehicle
24 hours
@
$ 12,00
/hour
$
288.00
Well Abandonment P-
-
•
570.00
/well
6,270.00
Subcontractor - o -Aboveground '• • • • ►
1 unit
r
// ii
2,500 .00
ground I` • •
Well Abandonment
1 unit
s
', 7,50U0
'r
7,500.00
Non -Hazardous . Disposal
4 drums
r
11
s,
'
1,540.00
Subtotal
11
Principali -- -• •• • -Scientist
Senior Project Engineer/Geologist/EnvironmentaI Scientist
16 hours
@
$ 163.00
/hour
$
2,608.00
_..4t
_ .. •:
inyo & Moore IFor ner Spartan Lacquer Facility, Downey, California 12098500011 March 14, 2018 3
CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT WITH
STEARNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS
FOR PROFESSIONAL ENVIRONMENTAL REMEDIATION SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this 27th day of March, 2018 by and
between the City of Downey, a California municipal corporation and charter city with its
principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City")
and Stearns, Conrad and Schmidt Consulting Engineers, Inc. d/b/a SCS Engineers, a
Virginia Corporation, with its principal place of business at 3900 Kilroy Airport Way, Suite 100
Long Beach, CA 90806-6816 ("Consultant"). City and Consultant are sometimes individually
referred to as "Party" and collectively as "Parties."
2. RECITALS.
Consultant desires to perform and assume responsibility for the provision of certain
professional consulting services required by City on the terms and conditions set forth in this
Agreement. Consultant represents that it has demonstrated competence and experience in
providing oversight of environmental remediation services to public clients, is licensed in the
State of California, and is familiar with the plans of City.
OEM=
City desires to engage Consultant to render such services for the oversight of
environmental remediation services at the City property located at 9255 Imperial Highway,
Downey, CA 90242 ("Project") as set forth in this Agreement.
3.1.1 G neral Scope of Services. Consultant promises and agrees to furnish
to City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional consulting services necessary for
the Project ("Services"). The Services are more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference. All Services shall be subject to, and performed
in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by
reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term.- The term of this Agreement shall be from January 1, 2018 to
December 31, 2019, unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines. The term of this Agreement may be extended by written
amendment to this Agreement signed by the City Manager and the Consultant.
3.2.1 Control and Pa ment of Subordinates` inde endent Contractor°. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an employee. Consultant retains the right to perform similar or different services
for others during the term of this Agreement. Any additional personnel performing the
Services under this Agreement on behalf of Consultant shall also not be employees of City
and shall at all times be under Consultant's exclusive direction and control. Consultant shall
pay all wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including, but
not limited to: social security taxes, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation' insurance.
In the event that Consultant or any employee, agent, or subcontractor of Consultant
providing services under this Agreement claims or is determined by a court of competent
jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible
for enrollment in CaIPERS as an employee of City, Consultant shall indemnify, defend, and
hold harmless CITY for the payment of any employee and/or employer contributions for
CaIPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as
well as for the payment of any penalties and interest on such contributions, which would
otherwise be the responsibility of City.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "A" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform
the Services in conformance with such conditions. In order to facilitate Consultant's
conformance with the Schedule, City shall respond to Consultant's submittals in a timely
manner. Upon request of City, Consultant shall provide a more detailed schedule of
anticipated performance to meet the Schedule of Services. The parties acknowledge that the
Schedule of Services may be amended by mutual agreement due to changes in
circumstances, including changes in the performance schedules of other third parties
performing work for the City on the Project, which affect the timing of Consultants
performance of the Services.
2
3.2.3 Conformance to A Iicable Re uirements All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of rev Personnel Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the City to
be uncooperative', incompetent, a threat to the adequateor timely completion of the project; or
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of the City.
3.2.5 Cit's Reresentativ The City hereby designates Mohammad
ostahkami, P.E., Director of Public Works, or his or her designee, to act as its
representative for the performance of this Agreement ("City's Representative"). City's
Representative shall have the power to act on behalf of the City for all purposes under this
Contract. Consultant shall not accept direction or orders from any person other than the
City's Representative or his or her designee.
3.2.6 Consul tant"s Representative. Consultant hereby designates Anthony
Julio A. Nuno, REPA, CEC, Vice President, or his or her designee, to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of the
Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services, using his best skill and attention, and shall be responsible
for all means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services: Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
its own cost and expense and without reimbursement from the City, any services necessary
to correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub -consultants
who is determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner consistent with the
standard of care set forth herein, shall be promptly removed from the Project by the
Consultant and shall not be re-employed to perform any of the Services or to work on the
Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all applicable local, state and federal laws, rules and regulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable Cal/OSHA requirements,
and shall give all notices required by law. Consultant shall be liable for all violations of such
laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such laws, rules and regulations and without giving written notice
to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents
free and harmless, pursuant to the applicable indemnification provisions of this Agreement,
from any claim or liability arising out of any failure or alleged failure to comply with such laws,
rules or regulations. Consultant's violation of such laws, rules and regulations shall also
constitute a material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence the
Services or the Project under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant shall
not allow any subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance required
under this section. The City reserves the right to modify these requirements, including limits,
based on the nature of the risk, prior experience with insurer, coverage or other special
circumstances.
3.2.10.2 Minimum l e uiremen s.. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the Agreement, the Services or the Project by the Consultant, its agents,
representatives, employees or subcontractors. Consultant shall also require all of its
subcontractors to procure and maintain the same insurance for the duration of the
Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) inimu Scope of`lnsurnce. (1) Commercial General
Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence"
4
basis including products and completed operations, property damage, bodily injury and
personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form
Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired)
and 9 (non -owned); and (3) Workers' Compensation: Workers' Compensation insurance as
required by the State of California with Statutory Limits; and (4) Employer's Liability
Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per
occurrence for products and completed operations, bodily injury, property damage and
personal and advertising injury. If Commercial General Liability Insurance or other form with
general aggregate limit applies, either the general aggregate limit shall apply separately to
this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per
accident for bodily injury and property damage; and (3) Workers' Compensation: Workers'
Compensation limits as required by the Labor Code of the State of California with Statutory
Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per
accident for bodily injury or disease. Employer's Liability coverage may be waived by the City
if City receives written verification that Consultant has no employees.
If the Consultant maintains broader coverage and/or higher limits than the minimum shown in
this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the
City.
3.2.10.3 Professional Liability (Errors & Omissions). Consultant
shall procure and maintain, and require its sub -consultants to procure and maintain, for a
period of five (5) years following completion of the Services or the Project, errors and
omissions liability insurance appropriate to its profession. Such insurance shall be in an
amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate,
and shall be endorsed to include contractual liability. If the Consultant maintains broader
coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City
requires and shall be entitled to the broader coverage and/or higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to
liability arising from the work, Services, Project or operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such work,
Services. Project or operations; and (2) the insurance coverage shall be primary insurance as
5
respects the City, its directors, officials, officers, employees, agents and volunteers, or if
excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage. Commercial General Liability insurance coverage may be provided in
the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form
CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if
later revisions are used).
(B) Waiver of Subrogation. Consultant hereby grants to City a
waiver of any right to subrogation which any insurer of said Consultant may acquire against
the City by virtue of the payment of any loss under said insurance policies set forth herein.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
(C) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except with written notice by certified mail, return receipt requested to
the City; and (B) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the City, its directors,
officials, officers, employees, agents and volunteers.
3.2.10.5 Irimaryoverage. CFor any claims related to this
Agreement, the Consultant's insurance coverage shall be primary insurance and primary
coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors,
officials, officers, employees, agents and volunteers. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall
be excess of the Consultant's insurance and shall not be called upon to contribute with it in
any way
3.2.10.6 Se aration of Insureds, N S ecial Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors officials, officers, employees, agents and volunteers.
3.2.10.7 Deductibles and Self -Insurance Detentions. Any
deductibles or self-insured retentions must be declared to and approved by the City. City may
require Consultant to provide proof of ability to pay losses and related investigations, claim
administration and defense expenses and costs within the retention. The policy language
shall provide or be endorsed to provide that the self-insured retention may be satisfied by
either the named insured or City.
3.2.10.8 Accer)tabilitv of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in
California, and satisfactory to the City.
6
3.2.10.9 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance, including all required amendatory endorsements (or copies
of the applicable policy language effective coverage required by this provision) and a copy of
the Declarations and Endorsement Page of the Commercial General Liability policy listing all
policy endorsements to the City before the commencement of work under this Agreement.
However, failure to obtain the required documents prior to the commencement of work under
this Agreement shall not waive the Consultant's obligation to provide them to the City. The
City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, at any time.
3.2.10.10 Claims -Made Policies. If any of the policies provide
coverage on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this
Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Services provided under this
Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of this Agreement
or the date work commences under this Agreement, whichever is earliest, the Consultant
must purchase extended reporting coverage for a minimum of five (5) years after completion
of the Services under this Agreement.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall
at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life-saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways, scaffolds,
fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for
the proper inspection and maintenance of all safety measures.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set
forth in Exhibit "A" attached hereto and incorporated herein by reference. The total
compensation shall not exceed Twenty -Five Thousand and 00/100 Dollars ($25,000.00)
without written approval of the City. Extra Work may be authorized, as described below, and
if authorized, said Extra Work will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods, as
appropriate, through the date of the statement. City shall, within thirty (30) days of receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from the City Manager. City Manager's authorization of Extra Work shall
not exceed 20% of total compensation as set forth in this Agreement.
3.3.5 Prevailing Wares. Pursuant to Downey Municipal Code Section 2935, the
requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as
California Code of Regulations, Title 8, Section 16000 et seg. ("Prevailing Wage Laws"),
which require the payment of prevailing wage rates and the performance of other
requirements on certain "public works" and "maintenance" projects, shall apply to the Project.
Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide
Consultant with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Consultant shall make copies of the prevailing rates of
per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the
Consultant's principal place of business and at the Project site. Consultant shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. If applicable, Consultant shall be
registered at all times with the Department of Industrial Relations under the Public Works
Contractor Registration Program for Labor Compliance.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of such
records and any other documents created pursuant to this Agreement. Consultant shall allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement
for a period of three (3) years from the date of final payment under this Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time either for cause or
for the City's convenience and without cause by giving written notice to Consultant of such
termination, and specifying the effective date thereof, at least seven (7) days before the
effective date of such termination. Consultant may only terminate this Agreement for cause
upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
Agreement.
The following reasons shall constitute "cause" for which either party may terminate this
Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of
this Agreement and through no fault of the terminating party after having been
given notice and 30 days' notice to cure by the terminating party;
Assignment of this Agreement or transfer of the Project by either party to any
other entity without the prior written consent of the other party;
• Suspension of the Project or the Consultant's Services by the City for more than
ninety (90) calendar days, consecutive or in the aggregate, without good cause;
Material changes in the conditions under which this Agreement was entered
into, the Scope of Services or the nature of the Project, and the failure of the
parties to reach agreement on the compensation and schedule adjustments
necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
Consultant shall have no liability in connection with the City's use of such Documents or Data
in connection with any Project other than that covered under this Agreement.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delive of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
M
SCS Engineers
3900 Kilroy Airport Way, Suite 100
Long Beach, CA 90806-6816
Phone: (562) 426-9544
Fax: (562) 427-0805
Attn: Julio A. Nuno, REPA, CESCO, Vice President
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7102
Fax: (562) 904-7296
Attn: Mohammad Mostahkami, P.E., Director of Public Works
With a courtesy copy to.
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied
in plans, specifications, studies, drawings, estimates, and other documents or works of
10
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are
prepared or caused to be prepared by Consultant under this Agreement ("Documents &
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a
non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal
right to license any and all Documents & Data. Consultant makes no such representation
and warranty in regard to Documents & Data which were prepared by design professionals
other than Consultant or provided to Consultant by the City. City shall not be limited in any
way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for
any purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or the
Project. Nothing furnished to Consultant which is otherwise known to Consultant or is
generally known, or has become known, to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any publicity
pertaining to the Services or the Project in any magazine, trade paper, newspaper, television
or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law,
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non -prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Except as provided in subdivision
3.5.6.2 below which is applicable to "design professionals" only, Consultant shall defend (with
counsel acceptable to City), indemnify and hold the City, its officials, officers, employees,
volunteers and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged negligent
acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of
I
the Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys' fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such
suit, action or other legal proceeding. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, and agents or volunteers.
Consultant shall not be obligated to defend, indemnify or hold the City harmless in any
manner whatsoever for any claims or liability arising solely out of the City's own negligent
acts, errors or omissions or willful misconduct.
3.5.6.2 Design Professionals. The provisions of this subdivision
3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the
meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional
within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to
the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and
2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City),
indemnify and hold harmless City and City's officers, officials, employees, volunteers and
agents from and against any Claim that arises out of, pertains to, or relates to, directly or
indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of
Consultant, any subconsultant, subcontractor or any other person directly or indirectly
employed by them, or any person that any of them control, arising out of Consultant's
performance of any task or service for or on behalf of City under this Agreement. Such
obligations to defend, hold harmless and indemnify City or any City officers, officials,
employees or volunteers shall not apply to the extent that such Claims are caused in part by
the sole active negligence or willful misconduct of City or such City officers, officials,
employees, volunteers and agents. Consultant's cost to defend City and/or City's officers,
officials, employees or volunteers against any such Claim shall not exceed Consultant's
proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code
section 2782.8(a), in the event that one or more defendants is unable to pay its share of
defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and
confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the
extent Consultant has a duty to indemnify City or any City officers, officials, employees,
volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for
all incidental and consequential damages resulting directly or indirectly, in whole or in part,
from Consultant's negligence, recklessness or willful misconduct.
3.5.7 Entire 6gpggment. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
12
3.5.8 Governinq Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.10 City's Right to Ery to Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the other party. Any attempt to do so shall be null and void, and
any assignees, hypothecates or transferees shall acquire no right or interest by reason of
such attempted assignment, hypothecation or transfer.
3.5.13 Construction' References° Ca tions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment' Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No ThirdParty Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidit ' Severabilit . If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
13
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it
has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift
or other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee
of City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 EgualQgportunily E to rnent. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination. Consultant shall also comply with all relevant provisions of any City
Minority Business Enterprise program, Affirmative Action Plan or other related programs or
guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.
3.5.23 Effect of Conflict. In the event of any conflict, inconsistency, or
incongruity between any provision of this Agreement, any of its exhibits, attachments,
purchase order, or notice to proceed, the provisions of this Agreement will govern and
control.
3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Consultant shall require and verify that all subcontractors maintain
insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure
14
that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF DOWNEY,
a California municipal corporation
2nd charter city
By,
Sean Ashton, Mayor
i MA R P. "T, -9
Afiumxemqm�
123859
CONSULTING ENGINEERS,
a Virginia corporation
By:
Kevin W. Green, PG,
Vice President
15
CITY OF DOWNEY,
and charter city
�.� M
11 it
CONSULTING ENGINEERS,
a Virginia corporation
By: By:
Sean Ashton, Mayor Kevin W. Green,
Vice President
Maria A. Duarte, CMC
City Clerk
Yvette M. Abich Garcia,
City Attorney
123859
15
EXHIBIT "A"
. . . .. . . . . . . .
Mr. Desi Gutierrez Via E-mail (dg_ufierr(&downqy0,orZ)
City of Downey
11111 Brookshire Avenue
Downey, California 90241
(562) 904-7110
Subject: Proposal — Continued versight o reme iation, ' i 1 rview, an
Attendance at Meetings, Former Spartan Lacquer & Paint Facility, 9255
Imperial Highway, Downey
maw
Over the past couple of years, SCS Engineers (SCS) has provided oversight of the remediation
activities currently being conducted by Ninyo & Moore at the referenced site. We have provided
as -needed services, which have included:
• Review and discussion of results,
• Review of reports prepared by Ninyo & Moore prior to submittal to the Regional Water
Quality Control Board
• Review of email messages from Ninyo & Moore regarding progress of remediation.
• Review of Change Orders issued by Ninyo & Moore
• Participation in meetings.
• Project coordination and administration.
Services have been provided on a time and materials basis. As you are aware, the carbon -based
system that was previously at the site was replaced with a catalytic system now that the
concentrations of chlorinated hydrocarbons have declined, with the intent to increase the
throughput of the system and decrease concentrations of petroleum hydrocarbons in the hotspot
areas. We anticipate that the system will need to continue operation for several months longer.
A site-specific pen -nit for the catalytic oxidation system will also be needed from the South Coast
Air Quality Management District.
Our budget is nearly exhausted, therefore, we request that our budget be increased an additional
$25,000. We will continue to invoice these services on a time -and -materials basis using the
attached Fee Schedule. Additional costs beyond the revised budget will not be incurred without
prior approval by the City of Downey.
Mr. Desi Gutierrez
March 7, 2018
Page 2
fi
Julio A. Nuno, REPA, CESCO
Vice President
SCS ENGINEERS
mflmmm• !t�
Environmental Consultants
and Contractors
ngon Kilroy Airport Way ono +26'9544
Suite mn FAX ono4o7'nxoo
Long Beach, CA 90806-6816 www.scsengineers.com
FEE SCHEDULE
(Effective April 1, 2017 through March 31, 2018)
Clerical -------====`========= =-'--~°.~.~---72
Touhnicinn..---.—....
5
Administrative/Secretarial ............
82
CAD Drafter .......... _........... ...
O
Technical Editor .......... °___..... _=^_^.............. __~ .......
Associate Staff Professional _ .
_--~ - �_ ,--r.0 ._,~~^^^_� ~���.�.��_-___°__*~°_~°-."°+
100
{}[D:e Services Manager/Project /kdouiniatra1or~_'_,,~,_n~`_",_~_~ ^100
Senior Engineering Technician ........................... *.~~~.°.~^^~~........
102
Staff Professional L--------------___............................................. ,~_~~__=~,_ll0
CAI) [eoiguer......................................................... ....... -~~~_°._.~~.... ..|l0
Staff Professional lI
15
Project Professional }............................................... .=_=^^__~"°~=.~^............ , __.~.=_`_.+°~]25
Project Professional D ................................................ ._~___..... �_l3O
Construction Superintendent ........................................... .......................................................
l3O
/ up��u'/v�u---.--.....__~�-__~_p._.---���.����
Senior Construction
140
Senior Project Professional l ....................................... ............ ................ ,^~.°_.__...................
l5O
Senior Project Professional D ................................. `-~...^~..~.~~~~^~'~~..~°.~~_.~^...................
lbO
Project Manager L----------------._^~.__.~..^~._~........................................
|70
CedifiodEnvironmental Manager .............................. ._.~... .... ,~............ _^__.__..................
l75
Project Manager D .... ^^,_~~___��___........ ..........
190
Certified Safety ProfenoionuJ-----------~. ~-^--------------.2O5
Cur1ificdIndustrial Hygienist ....................................... --------------.205
SeoiorPrnieot/Teuhnico Manager/Project Advisor ,~~,__...... -~...........................................
25O
Prni���l���n�nc
= ------------_--^_~~~_~��-~__�-_~_^--------------.
260
General Terms
I . Scheduled rates are effective through March 3l,20l#.Work performed thereafter is
2. Scheduled labor rates include overhead, administration, and profit * Costs for outside
consultants and subcontractors, equipment/supplies, and for job-related employee travel
and subsistence, are billed at actual cost plus a 15 percent administrative fee.
3. Charges for SCS field equipment and instruments will be in accordance with SCS's Field
Equipment Rental Rates Schedule in effect at the time the work is performed. Company
trucks are charged at $50 for up to a half day (4 hours) of use, and $100 for up to a full day
(company cars at $40/$80). These charges incorporate an allowance of 100 miles per job
per day; a $0.30 per mile surcharge is applied for additional miles. Vehicle charges for
long-term and/or high -mileage projects may be negotiated on a case-by-case basis.
Offices Nationwide (LB -ES) 40
SCS Fee Schedule
April 1, 2017
Page 2
4 Invoices will be prepared • or •re frequently for• progress, -
otherwise agreed. Invoices are due and payable upon receipt. Invoices not paid within 31
days are subject• a service charge of 1.5 percent per monthon the unpaid balance.
Payment of SCS invoices for services performed will not be contingent upon the client's
receipt of payment from other parties, unless otherwise agreed in writing. Client agrees t*
pay legal• i • • -fees,• by • - . any amountspast
due and owing • •
•. For special• expert ♦urt testimony and limited consultation,•
will be on an individually negotiated basis.
7� Hourly rates for Principals will be on an individually negotiated basis. Typically, these
rates are $300/hour for Vice Presidents and other Principals and '/hour for Senior -
Presidents • Senior