08-18-2020 - AGENDA ITEM 05 CONSIDERATION OF CONTRACT FOR ENVIRONMENTAL COMPLIANCE INSPECTIONS AND ENVIRONMENTAL CONSULTING SERVICES RELATED TO THE SUCCESSOR AGENCY PARCELS ADJACENT TO THE BKK LANDFILL SITE12/1 /2020
Print Staff Report
AGENDA ITEM NO. 5
DATE: August 18, 2020
TO: Mayor and City Council
FROM: David Carmany
City Manager
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
SUBJECT: CONSIDERATION OF CONTRACT FOR ENVIRONMENTAL COMPLIANCE
INSPECTIONS AND ENVIRONMENTAL CONSULTING SERVICES RELATED TO
THE SUCCESSOR AGENCY PARCELS ADJACENT TO THE BKK LANDFILL SITE
RECOMMENDATION:
It is recommended that the City Council, acting as the Successor Agency to the former West Covina
Redevelopment Agency:
1. Approve a one-year agreement, with three one-year extension options, with Rincon Environmental LLC
(Rincon) in the amount of $30,000 to provide environmental compliance inspections and environmental
consulting services related to the Successor Agency parcels adjacent to the BKK Landfill.
2. Authorize the City Manager, in his capacity as the Executive Director, to negotiate and execute the
agreement and future amendments exercising the extension options.
BACKGROUND:
The BKK Class III Landfill solid waste facility located at 2210 S. Azusa Avenue was closed in 2008 and is
currently undergoing a Post Closure Maintenance Plan, including a proactive monitoring program under the
authority of the California Department of Resources Recycling and Recovery (CalRecycle). CalRecycle is the
state agency that oversees waste diversion, recycling, ensures facilities are operating according to state stands,
and oversees compliance.
Rincon Environmental LLC (Rincon) has been providing regulatory compliance services on behalf of the
Successor Agency since 2013 and Local Enforcement Agency services for the City starting in 2008. The
Successor Agency's last contract with Rincon expired on June 30, 2020.
DISCUSSION:
The Successor Agency continues to require Rincon services as it retains assets at the site. As Rincon has the
expertise and historical knowledge regarding the site, a Request for Proposals was not issued, as the contract is
sole source.
The terms of the agreement will be similar to the previous agreement. Rincon will provide two monthly
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6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by the
parties in interest at the time of such modification.
6.2. Representatives. The Executive Director or his or her designee shall be the
representative of the Successor Agency for purposes of this Agreement and may issue all
consents, approvals, directives and agreements on behalf of the Successor Agency, called for by
this Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who shall be
authorized to issue all consents, approvals, directives and agreements on behalf of Consultant
called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant
shall make available the professional services of Steve Samaniego, who shall coordinate directly
with the Successor Agency. Any substitution of key personnel must be approved in advance in
writing by Successor Agency's Representative.
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed
in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such
communication shall be deemed served or delivered: a) at the time of delivery if such
communication is sent by personal delivery; b) at the time of transmission if such communication
is sent by facsimile or by Email; and c) 72 hours after deposit in the U.S. Mail as reflected by the
official U.S. postmark if such communication is sentthrough regular United States mail.
IF TO CONSULTANT: IF TO SUCCESSOR AGENCY:
Rincon Environmental LLC
City of West Covina Successor Agency
22505 Lark Spring Terrace
1444 West Garvey Ave. South Rm: 218
Diamond Bar, CA91765
West Covina, CA91790
Attn: Steve Samaniego
Attn: Paulina Morales
Tel: (909) 964-2628
Tel: (626) 939-8417
Fax: (909) 503-0787
Fax: (626) 939-8665
Email: stevesamaniego@gmail.com
Email: pmorales@westcovina.org
6.5. Attorneys' Fees. K litigation is brought by any party in connection with this
Agreement against another party, the prevailing party shall be entitled to recover from the
opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the
prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of
any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los
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Angeles County, California
6.7. Assignment. Consultant shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without
Successor Agency's prior written consent. Any attempted assignment, transfer, subletting or
encumbrance shall be void and shall constitute a breach of this Agreement and cause for
termination of this Agreement. Regardless of Successor Agency's consent, no subletting or
assignment shall release Consultant of Consultant's obligation to perform all other obligations to
be performed by Consultant hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify,
hold free and harmless the Successor Agency and the City of West Covina, and their elected and
appointed officials, officers, agents and employees, at Consultant's sole expense, from and
against any and all claims, demands, actions, suits or other legal proceedings brought against
the Successor Agency, the City of West Covina, and/or their elected and appointed officials,
officers, agents and employees arising out of the performance of the Consultant, its employees,
and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The
defense obligation provided for hereunder shall apply without any advance showing of negligence
or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be
required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors,
omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors,
and/or whenever any claim, action, complaint or suit asserts liability against the Successor
Agency, the City of West Covina, and/or their elected and appointed officials, officers, agents and
employees based upon the work performed by the Consultant, its employees, and/or authorized
subcontractors under this Agreement, whether or not the Consultant, its employees, and/or
authorized subcontractors are specifically named or otherwise asserted to be liable.
Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification
of the SuccessorAgency or the City of West Covina for claims, actions, complaints or suits arising
out of the sole active negligence or willful misconductof the Successor Agency or the City of West
Covina. This provision shall supersede and replace all other indemnity provisions contained in
the Successor Agency's specifications, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an
independent contractor and not as an employee of the Successor Agency. Consultant shall have
no power to incur any debt, obligation, or liability on behalf of the Successor Agency or otherwise
act on behalf of the Successor Agency as an agent. Neither Successor Agency nor any of its
agents shall have control over the conductof Consultant or any of Consultant's employees, except
as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that
it or any of its or employees are in any manner agents or employees of the Successor Agency.
Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income
Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation,
and other payroll deductions for Consultant and its officers, agents, and employees, and all
business licenses, if any are required, in connection with the services to be performed hereunder.
Consultant shall indemnify and hold the Successor Agency harmless from any and all taxes,
assessments, penalties, and interest asserted against Successor Agency by reason of the
independent contractor relationship created by this Agreement. Consultant further agrees to
indemnify and hold Successor Agency harmless from any failure of Consultant to complywith the
applicable worker's compensation laws. Successor Agency shall have the right to offset against
the amount of any fees due to Consultant under this Agreement any amount due to the Successor
Agency from Consultant as a result of Consultant's failure to promptly pay to the Successor
Agency any reimbursement or indemnification arising under this paragraph.
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6.10. PERS Eligibility Indemnification. 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 (PERS) to be eligible for enrollment in PERS as an employee of the Successor Agency,
Consultant shall indemnify, defend, and hold harmless Successor Agency for the payment of any
employee and/or employer contributions for PERS 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 Successor Agency.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or
ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors
providing service under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any claims to, any compensation, benefit, or any incident of employment by
Successor Agency, including but not limited to eligibility to enroll in PERS as an employee of
Successor Agency and entitlement to any contribution to be paid by Successor Agency for
employer contribution and/or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against the Successor
Agency relating to Consultant's performance or services rendered under this Agreement,
Consultant shall render any reasonable assistance and cooperation which Successor Agency
might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data
including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by
Consultant or any of its subcontractors in the course of performance of this Agreement, shall be
and remain the sole property of Successor Agency. Consultant agrees that any such documents
or information shall not be made available to any individual or organization without the prior
consent of Successor Agency. Any use of such documents for other projects not contemplated
by this Agreement, and any use of incomplete documents, shall be at the sole risk of Successor
Agency and without liability or legal exposure to Consultant. Successor Agency shall indemnify
and hold harmless Consultant from all claims, damages, losses, and expenses, including
attorneys' fees, arising out of or resulting from Successor Agency's use of such documents for
other projects not contemplated by this Agreement or use of incomplete documents furnished by
Consultant. Consultant shall deliver to Successor Agency any findings, reports, documents,
information, data, in any form, including but not limited to, computertapes, discs,files audio tapes
or any other related items as requested by Successor Agency or its authorized representative, at
no additional costto the Successor Agency. Consultant or Consultant's agents shall execute such
documents as may be necessaryfrom time to time to confirm Successor Agency's ownership of
the copyright in such documents.
6.13. Electronic Safeguards. Consultant shall identify reasonably foreseeable internal
and external risks to the privacy and security of personal information that could result in the
unauthorized disclosure, misuse, alteration, destruction or other compromise of the information.
Consultant shall regularly assess the sufficiency of any safeguards and information security
awareness training in place to control reasonably foreseeable internal and external risks, and
evaluate and adjust those safeguards in light of the assessment.
6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to
Government Code Section 87300 and the Conflict of Interest Code adopted by Successor
Agency, Consultant is designated in said Conflict of Interest Code and is therefore required to file
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an Economic Interest Statement (Form 700) with the West Covina City Clerk, for each employee
providing advice under this Agreement, prior to the commencement of work, unless waived by
the Executive Director.
6.15. Conflict of Interest. Consultant and its officers, employees, associates and
subconsultants, if any, will comply with all conflict of interest statutes of the State of California
applicable to Consultant's services under this agreement, including, but not limited to, the Political
Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code Sections
1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest
in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree
with the performanceof the services hereunder, including in any manner in violation of the Political
Reform Act. Consultant further covenants that in the performance of this Agreement, no person
having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant.
Consultant further covenants that Consultant has not contracted with nor is performing any
services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s)
and/or partnership(s) owning property in the City of West Covina and further covenants and
agrees that Consultant and/or its subconsultants shall provide no service or enter into any
agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or
partnership(s) owning property in the City of West Covina prior to the completion of the work under
this Agreement.
6.16. Prohibited Employment. Consultant will not employ any regular employee of
Successor Agency or the City of West Covina while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any
of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent
this Agreement incorporates by reference any provision of any document, such provision shall be
deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and
conditions of this Agreement and those of any such provision or provisions so incorporated by
reference, this Agreement shall govern over the document referenced.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation
and negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
benefit of Successor Agency and Consultant and no other parties are intended to be direct or
incidental beneficiaries of this Agreement and no third party shall have any right in, under or to
this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
6.21. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement.
6.22. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
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this Agreement shall be effective unless in writing and signed by a duly authorized representative
of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy
in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in
respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.23. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the offending
provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement,
based upon the substantial benefit of the bargain for any party, is materially impaired, which
determination made by the presiding court or arbitrator of competent jurisdiction shall be binding,
then both parties agree to substitute such provision(s) through good faith negotiations.
6.24. Counterparts and Electronic Signatures. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original. All counterparts shall be
construed together and shall constitute one agreement. Counterpart written signatures may be
transmitted by facsimile, email or other electronic means and have the same legal effect as if they
were original signatures.
6.25. Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so the parties hereto are formally bound to the provisions of this
Agreement.
6.26 Taxpayer Identification Number. Consultant shall provide Successor Agency with
a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by
the Internal Revenue Service.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their respective authorized officers, as of the date first above written.
SUCCESSORAGENCY
Date:
David Carmany
Executive Director
CONSULTANT
skre`"' L' z. `°""`a'So- Date: August 12, 2020
President
Steve Samaniego
ATTEST:
Lisa Sherrick
Successor Agency Secretary
APPROVED AS TO FORM:
Thomas P. Duarte
Successor Agency Counsel
APPROVED AS TO INSURANCE:
Helen Tran
Risk Management
Date:
Date:
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EXHIBIT A
SCOPE OF SERVICES
Conduct BKK landfill environmental impact compliance inspections for the Successor
Agency parcel properties adjacent to the BKK landfill property parcel that could be
potentially impacted from the landfill operations. Consultant will provide two inspections
(up to 5 hours each) per month. In addition, assist the agency with environmental
administrative planning and review decisions related to the Successor Agency parcels of
land adjacent to the BKK landfill parcel.
15 hours per month would be the maximum amount of inspection or administrative hours
allotted not to exceed the budgeted amount of $30,000 at the rate of $165 per hour. Hours
shall not exceed the fiscal year contract budgeted amount of $30,000 without
administrative authorization.
EXHIBIT B
FEE SCHEDULE
Agency Hourly Rate ditionat Hours Total Cost
i . . .1 1 111
f 2/l/2020
Print Staff Report
inspections (up to 5 hours each inspection) and 60 additional hours annually for compliance reporting. The
annual compensation amount will not exceed $30,000. The agreement includes a provision for three (3) one-
year extensions under the same terms and conditions.
Staff is recommending that the City Council, acting as the Successor Agency to the former West Covina
Redevelopment Agency, approve a one-year agreement, with three one-year extension options, with Rincon in
the annual amount not -to -exceed $30,000 for regulatory compliance services. It is also recommended that the
City Council, acting as the Successor Agency to the former West Covina Redevelopment Agency, authorize
the City Manager, in his capacity as the Executive Director, to execute the agreement and future amendments
exercising the extension options.
LEGAL REVIEW:
The City Attorney's Office has reviewed the agreement and approved it as to form.
OPTIONS:
The City Council, acting as the Successor Agency, has the following options:
1) Adopt Staff's recommendation; or
2) Not award a contract renewal at this time and direct staff to send out a Request for Proposals for these
services.
Prepared by: Gerardo Rojas, Economic Development Project Coordinator
Additional Paulina Morales, Economic Development & Housing Manager
Approval:
Fiscal Impact
FISCAL IMPACT:
Rincon will provide environmental compliance inspections and environmental consulting services related to
the Successor Agency parcels adjacent to the BKK landfill site in the amount of $30,000. As the work is
specific to the Successor Agency properties, funding will come from the Residual Redevelopment Property
Tax Trust Fund Revenue (RPTTF). DOF has approved a maximum of $30,000 for the agreement in ROPS 20-
21.
Attachments
Attachment No. 1 - Rincon Environment Contract
CITY Enhance City Facilities and Infrastructure
COUNCIL
GOALS &
OBJECTIVES:
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ATTACHMENT NO. 1
SUCCESSOR AGENCY TO THE CITY OF WEST COVINA
REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
WITH
RINCON ENVIRONMENTAL LLC
FOR
ENVIRONMENTAL COMPLIANCE INSPECTIONS AND
ENVIRONMENTAL CONSULTING SERVICES
THIS AGREEMENT is made and entered into this 18th day of August, 2020 ("Effective
Date"), by and between the SUCCESSOR AGENCY TO THE CITY OF WEST COVINA
REDEVELOPMENT AGENCY ("Successor Agency"), and RINCON ENVIRONMENTAL LLC, a
California limited liability company ("Consultant").
WITNESSETH:
A. WHEREAS, the Successor Agency proposes to utilize the services of Consultant
as an independent contractor to the Successor Agency to provide environmental compliance
inspections and environmental consulting services related to the Successor Agency parcels
located adjacent to the BKK Landfill, as more fully described herein; and
B. WHEREAS, Consultant represents that it has that degree of specialized expertise
contemplated within California Government Code Section 37103, and holds all necessary
licenses to practice and perform the services herein contemplated, except that if Consultant is
required to but does not yet hold a W estCovina business license, it will promptly obtain a business
license and will not provide services to the Successor Agency until it has done so; and
C. WHEREAS, Successor Agency and Consultant desire to contract for the specific
services described in Exhibit "A" and desire to set forth their rights, duties and liabilities in
connection with the services to be performed; and
D. WHEREAS, no official or employee of the Successor Agency has a financial
interest, within the provisions of Sections 1090-1092 of the California Government Code, in the
subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the professional services described
in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Consultant
pursuant to this Agreement shall be provided by personnel experienced in their respective fields
and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by
professional consultants in similar fields and circumstances in accordance with sound
professional practices. Consultant also warrants that it is familiar with all laws that may affect its
performance of this Agreement and shall advise the Successor Agency of any changes in any
laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself
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informed of State and Federal laws and regulations which in any manner affect those employed
by it or in any way affect the performance of its service pursuant to this Agreement. The
Consultant shall at all times observe and comply with all such laws and regulations. Successor
Agency officers and employees shall not be liable at law or in equity for any claims or damages
occurring as a result of failure of the Consultant to comply with this section.
1.3. Performance to Satisfaction of Successor Agency. Consultant agrees to perform
all the work to the reasonable satisfaction of the Successor Agency. Evaluations of the work will
be conducted by the Executive Director or his or her designee. If the quality of work is not
satisfactory, Successor Agency in its discretion has the right to:
(a) Ivfeet with Consultant to review the quality of the work and resolve the
matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is
satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws, including,
but not limited to, those laws related to minimum hours and wages; occupational health and
safety; fair employment and employment practices; workers' compensation; and all other Federal,
State and local laws and ordinances applicable to the services required under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in,
nor permit its agents to engage in, discrimination in employment of persons because of their race,
religion, color, national origin, ancestry, age, physical or mental disability, medical condition,
genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression,
sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of
the Government Code.
1.6. Non -Exclusive Agreement. Consultant acknowledges that the Successor Agency
may enter into agreements with other consultants for services similar to the services that are
subject to this Agreement or may have its own employees perform services similar to those
services contemplated by this Agreement.
1.7. Confidentiality. Employees of Consultant in the course of their duties may have
access to financial, accounting, statistical, and personnel data of private individuals and
employees of the Successor Agency. Consultant covenants that all data, documents, discussion,
or other information developed or received by Consultant or provided for performance of this
Agreement are deemed confidential and shall not be disclosed by Consultant without written
authorization by the Successor Agency. Successor Agency shall grant such authorization if
disclosure is required by law. Al Successor Agency data shall be returned to the Successor
Agency upon the termination of this Agreement. Consultant's covenant under this Section shall
survive the termination of this Agreement.
1.8 Public Records Act Disclosure. Consultant has been advised and is aware that
this Agreement and all reports, documents, information and data, including, but not limited to,
computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors,
pursuant to this Agreement and provided to Successor Agency may be subject to public
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disclosure as required by the California Public Records Act (California Government Code Section
6250 etseq.). Exceptions to public disclosure may be those documents or information that qualify
as trade secrets, as that term is defined in California Government Code Section 6254.7, and of
which Consultant informs Successor Agency of such trade secret. The Successor Agency will
endeavor to maintain as confidential all information obtained by it that is designated as a trade
secret. The Successor Agency shall not, in any way, be liable or responsible for the disclosure of
any trade secret including, without limitation, those records so marked if disclosure is deemed to
be required by law or by order of the court.
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2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set
forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule').
Consultant's annual compensation shall not exceed Thirty Thousand Dollars ($30,000.00).
2.2. Redevelopment Dissolution. Consultant acknowledges and understands that,
under the Health and Safety Code, Successor Agency's ability to pay any compensation to
Consultant may be subject to approvals of the Successor Agency's Oversight Board, the
California Department of Finance, and other relevant public agencies ("Dissolution Approvals").
Consultant acknowledges and understands that the Successor Agency may not be able to obtain
Dissolution Approvals and that the SuccessorAgency has no control over whether the Dissolution
Approvals can be obtained. Consultant shall not be entitled to any compensation for any services
rendered under this Agreement if Dissolution Approvals are not granted. Consultant agrees that
Consultant shall not bring any claim or complaint against the Successor Agency or the City of
West Covina in relation to the Dissolution Approvals.
2.3. Additional Services. Consultant shall not receive compensation for any services
provided outside the scope of services unless Successor Agency, prior to Consultant performing
the additional services, approves such additional services in writing. It is specifically understood
that oral requests and/or approvals of such additional services or additional compensation shall
be barred and are unenforceable. Should the Successor Agency request in writing additional
services that increase the Scope of Services, an additional fee based upon the Consultant's
standard hourly rates shall be paid to the Consultant for such additional services. Such increase
in additional fees shall be limited to 25% of the total contract sum or to the maximum total contract
amount of $25,000, whichever is greater. The Executive Director is authorized to approve a
Change Order for such additional services.
2.4. Method of Billing. Consultant may submit invoices to the Successor Agency for
approval on a progress basis, but no more often than once a month. Said invoice shall be based
on the total of all Consultant's services which have been completed to the Successor Agency's
sole satisfaction. Successor Agency shall pay Consultant's invoice within forty-five (45) days from
the date Successor Agency receives said invoice. Each invoice shall describe in detail the
services performed, the date of performance, and the associated time for completion. Any
additional services approved and performed pursuant to this Agreement shall be designated as
"Additional Services" and shall identify the number of the authorized change order, where
applicable, on all invoices.
2.5. Records and Audits. Records of Consultant's services relating to this Agreement
shall be maintained in accordance with generally recognized accounting principles and shall be
made available to Successor Agency for inspection and/or audit at mutually convenient times
from the Effective Date until three (3) years after the termination or expiration of this Agreement.
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3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. Unless otherwise agreed to by the
parties, the professional services to be performed pursuant to this Agreement shall commence
within five (5) days from the Effective Date of this Agreement. Failure to commence work in a
timely manner and/or diligently pursue work to completion may be grounds for termination of this
Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such acts
shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliancewith
laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a
party. If a delay beyond the control of the Consultant is encountered, a time extension may be
mutually agreed upon in writing by the Successor Agency and the Consultant. The Consultant
shall present documentation satisfactory to the Successor Agency to substantiate any request for
a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a
period of one (1) year, ending on August 17, 2021, unless previously terminated as provided
herein or as otherwise agreed to in writing by the parties. Upon mutual written agreement of the
Parties, the term of the Agreement may be extended for up to three (3) successive one (1) year
periods. Such extension(s), if any, will be evidenced by a written amendment to this Agreement.
4.2. Notice of Termination. The Successor Agency reserves and has the right and
privilege of canceling, suspending or abandoning the execution of all or any part of the work
contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen
(15) days prior written notice to Consultant. In the event of such termination, Consultant shall
immediately stop rendering services under this Agreement unless directed otherwise by the
Successor Agency. If the Successor Agency suspends, terminates or abandons a portion of this
Agreement such suspension, termination or abandonment shall not make void or invalidate the
remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this
Agreement, it shall have ten (10) days after service upon it of written notice of such default in
which to cure the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the Successor Agency shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement without further
notice and without prejudice to any other remedy to which it may be entitled to at law, in equity,
or under this Agreement.
The Successor Agency also shall have the right, notwithstanding any other provisions of
this Agreement, to terminate this Agreement, at its option and without prejudice to any other
remedy to which it may be entitled to at law, in equity, or under this Agreement, immediately upon
service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed
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because of insolvency;
C. Make a general assignment for the benefit of creditors;
d. Default in the performance of any obligation or payment of any
indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record
for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or
rearrangement of its affairs.
4.3. Compensation. In the event of termination, Successor Agency shall pay
Consultant for reasonable costs incurred and professional services satisfactorily performed up to
and including the effective date of the Successor Agency's written notice of termination, within
forty-five (45) days after the effective date of the notice of termination or the final invoice of the
Consultant, whichever occurs last. Compensation for work in progress shall be prorated based
on the percentage of work completed as of the effective date of termination in accordance with
the fees set forth herein.
4.4. Documents. In the event of termination of this Agreement, all documents prepared
by Consultant in its performance of this Agreement including, but not limited to, finished or
unfinished design, development and construction documents, data studies, drawings, maps and
reports, shall be delivered to the Successor Agency within ten (10) days of the effective date of
the notice of termination, at no cost to Successor Agency.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and
keep in full force and effect during the life of this Agreement all of the following minimum scope
of insurance coverages with an insurance company admitted to do business in California, rated
"A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by
the Successor Agency:
(a) Broad -form commercial general liability, in a form at least as broad as ISO
from #CG 00 01 11 88, including premises -operations, products/completed
operations, broad form property damage, blanket contractual liability,
independent contractors, personal injury or bodily injury with a policy limit
of not less than One Million Dollars ($1,000,000.00), combined single limits,
per occurrence. If such insurance contains ageneral aggregate limit, it shall
apply separately to this Agreement or shall be twice the required
occurrence limit.
(b) Business automobile liability for owned vehicles, hired, and non -owned
vehicles, with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per accident for bodily injury and
property damage.
(c) Workers' compensation insurance as required by the State of California,
with Statutory Limits, and Employer's Liability Insurance with a limit of no
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less than One Million Dollars ($1,000,000.00) per accident for bodily injury
or disease. Consultant agrees to waive, and to obtain endorsements from
its workers' compensation insurer waiving subrogation rights under its
workers' compensation insurance policy against the Successor Agency, its
officers, agents, employees, and volunteers for losses arising from work
performed by Consultant for the Successor Agency and to require each of
its subcontractors, if any, to do likewise under their workers' compensation
insurance policies.
By execution of this Agreement, the Consultant certifies as follows
I am aware of, and will comply with, Section 3700 of the Labor
Code, requiring every employer to be insured against liability of
Workers' Compensation or to undertake self-insurance before
commencing any of the work.
The Consultant shall also comply with Section 3800 of the Labor Code by
securing, paying for and maintaining in full force and effect for the duration
of this Agreement, complete Workers' Compensation Insurance, and shall
furnish a Certificate of Insurance to the Successor Agency before execution
of this Agreement by the Successor agency. The Successor Agency, its
officers and employees shall not be responsible for any claims in law or
equity occasioned by failure of the consultant to comply with this section.
(d) Professional errors and omissions ("E&O") liability insurance with policy
limits of not less than One Million Dollars ($1,000,000.00), combined single
limits, per occurrence or claim, and Two Million Dollars ($2,000,000.00)
aggregate. Architects' and engineers' coverage shall be endorsed to
include contractual liability. If the policy is written as a "claims made' policy,
the retroactivity date shall be prior to the start of the work set forth herein.
Consultant shall obtain and maintain said E&O liability insurance during the
life of this Agreement and for five (5) years after completion of the work
hereunder. If coverage is canceled or non -renewed, and not replaced with
another claims -made policy form with a retroactive date prior to the
effective date of this Agreement, Consultant shall purchase "extended
reporting" coverage for a minimum of five (5) years after completion of the
work.
If the Consultant maintains higher limits or has broader coverage than the minimums
shown above, the Successor Agency requires and shall be entitled to all coverage, and to 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 Successor Agency.
5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain,
the following provisions:
(a) Additional Insureds: "The Successor Agency to the City of West Covina
Redevelopment Agency and the City of West Covina and their respective
elected and appointed boards, officers, officials, agents, employees, and
volunteers are additional insureds with respect to: liability arising out of
activities performed by or on behalf of the Consultant pursuant to its
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contract with the Successor Agency; products and completed operations
of the Consultant; premises owned, occupied or used by the Consultant;
automobiles owned, leased, hired, or borrowed by the Consultant.
(b) Notice of Cancelation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the Successor
Agency.
(c) Primary Coverage: The Consultant's insurance coverage shall be primary
insurance as respects the Successor Agency to the City of West Covina
Redevelopment Agency and the City of West Covina, its officers, officials,
agents, employees, and volunteers. Any other insurance maintained by the
Successor Agency to the West Covina Redevelopment Agency and the
City of West Covina shall be excess and not contributing with the insurance
provided by this policy.
(d) Waiver of Subrogation: Consultant hereby grants to the Successor Agency
a waiver of any right to subrogation which any insurer of said Consultant
may acquire against the Successor Agency by virtue of the payment of any
loss under such insurance. 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 Successor Agency has
received a waiver of subrogation endorsement from the insurer.
(e) Coverage Not Affected: Any failure to comply with the reporting provisions
of the policies shall not affect coverage provided to the Successor Agency
to the West Covina Redevelopment Agency and the City of West Covina,
and their officers, officials, agents, employees, and volunteers.
(f) Coverage Applies Separately: The Consultant's insurance shall apply
separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability.
5.3. Deductible or Self Insured Retention. If any of such policies provide for a
deductible or self -insured retention to provide such coverage, the amount of such deductible or
self -insured retention shall be approved in advance by Successor Agency. The Successor
Agency may require the Consultant to purchase coverage with a lower retention or provide proof
of ability to pay losses and related investigations, claim administration, and defense expenses
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 Successor Agency.
5.4. Certificates of Insurance. Consultant shall provide to Successor Agency
certificates of insurance showing the insurance coverages and required endorsements described
above, in a form and content approved by the Successor Agency, prior to performing any services
under this Agreement. The Successor Agency reserves the right to require complete, certified
copies of all required insurance policies, including endorsements required by these specifications,
at any time.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the
indemnification provision contained in this Agreement.
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