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1998-191-Enter Into An Agreement With Applied Remediation Company In The Amount Of 429,975.00 To Provide Hazardous Waste Removal ServicesRESOLUTION 1998 - 191 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO ENTER INTO AN AGREEMENT WITH APPLIED REMEDIATION COMPANY IN THE AMOUNT OF $29,975.00 TO PROVIDE HAZARDOUS WASTE REMOVAL SERVICES WHEREAS, it is in the best interest of the Town of Los Gatos to provide abatement of hazardous materials at the Town Service Center located at 41 Miles Avenue. WHEREAS, Applied Remediation Company is qualified to perform the tasks required to remediate hazardous materials. RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los Gatos enter into an agreement (Exhibit A) with Applied Remediation Company in the amount of $29,975.00 to provide hazardous waste removal services and that the Town Manager is authorized, and is hereby directed, to execute said contract /agreement in the name and on behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 16th day of November, 1998 by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Linda Lubeck, Mayor Jan Hutchins NAYS: None ABSENT: None ABSTAIN: None SIGNED: MAY E 3�WN OF LOS GATOS LOS GAT . CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS OkTOS LOS GATOS, CALIFORNIA . aOwN AG�w_ s\ AGREEMENT FOR HAZARDOUS WASTE REMOVAL SERVKp _ THIS AGREEMENT is entered into this day of , 19_, by and between the Town of Los Gatos, State of California, herein called the "Town ", and Applied Remediation Company engaged in providing hazardous waste removal herein called "ARC ". RECITALS A. The Town is considering undertaking activities to remove an accumulation of hazardous waste from various Town properties. B. The Town desires to engage ARC to provide consulting services in conjunction with characterizations of unknown chemicals, lab pack services, and tank removal because of ARC's experience and qualifications to perform the desired work. C. ARC represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. (1) ARC shall provide the following services: (a) Hazardous Waste Collection, packaging and profiling (b) Manifest Document preparation and labeling (c) Hazardous Waste Removal, loading, transportation, and Disposal /Recycling (d) Furnishing of signed manifests and recycling certificates (2) Removal and disposal of all the hazardous wastes identified in Exhibit A, Table 1 -1. (3) Removal and disposal of all the hazardous wastes identified in Exhibit A, Table 2 -1. 2. Time of Performance. The services of ARC are to continence upon the execution of this Agreement with the completion of the project by December 1, 1998, as outlined in Exhibit A. 3. Compliance with Laws. ARC shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. ARC represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature Revised: July 10, 1998 Page 1 of 6 N1 &EWJLLIE \AGMEM NU C.WPD whit b 'axe legally required for ARC to practice its profession. ARC represents and warrants to Towa that ARC: shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licences, permits,. and approvals which are legally- required for ARC to practice its, profession, 1 RC shall 5, of maintain a of the Town Gatos.�business license pursuant-to Chapter 14, section of Los`Eiatos. 4, ,�Ie Resnonsib iU3 ARC shall be responsible for employing or engaging all persons =Mary to Perform the services under Ibis; Agreement. $ All documents furnished to ARC by the Town and all repoxts and supportive data, prepared by ARC under this Agreement are the Town's prrattd.styallbe delivered to the Towgrupon the completion of ARC's services or at tla8r'Tdwais written request. 6, S• (A) Owner compens ate AR professional rofessional services as set out in Exhibit A, and payment shall be based upon Town: approval of each task. Payment of 329,9'75.00, pursuant to Exhibit A, shall be full; compensation for furnishing all materials and for doing all the work contemplated and embraced in this agreement, and shall apply to all risks of every description connected with the work, also for all expenses incurred by or in consequence of the suspension or discontinuance of work, and for well and faithfully; completing the work. Contingency for this agreement shall not exceed 10% of the contract price. Contract contingency to be drawn from only in the event that unusual contents, sol y items tainted with radioactivity or PCBs, are discovered, ? X/0 ". Z (B} AII invoices and: statements to- tte`Town shall reference the Town's purchase order mmnber and be addressed as follows; lnvoices: Town:of Los Gatos' Attn-. Accounts Payable Post Office Box 949 Los Gatos, CA 95M1 Statements; Town of Los Gatos Attn: Sandy Ortiz Post Office Box 949 Los Gatos, CA M31 our a. ,any to; t9ss Page: of 6 a,o+w�c,weo ' — —• ,,.,,. �..� .,.,_ ,,,,_,�.,:�,��:, mmr, � �� .,..,., „� -�, *.;;.?'nor» f. 7. Availability of Records. ARC shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. ARC shall make these records available to authorized personnel of the Town at ARC's offices during business hours upon written request of the Town. 8. Project Manager. The Project Manager for ARC for the work under this Agreement shall be Briggs O. Ogamba, P.E. 9. Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to ARC. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 10. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To Town: Scott R. Baker Director of Parks and Public Works Town of Los Gatos 110 East Main Street Los Gatos, CA 95030 To ARC: Briggs O. Ogamba, P.E. Applied Remediation Company 1445 Koll Circle, Ste. 109 San Jose, CA 95161 -2421 or personally delivered to ARC to such address or such other address as ARC designates in writing to Town. 11. Independent Contractor. It is understood that ARC, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he /she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, ARC may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Town acknowledges that recycling or disposal facility receiving the Town's waste under this Agreement is not as subcontractor of ARC. ARC agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. ARC shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates Revised: July 10, 1998 Page 3 of 6 N1 &EWILLIEIAGREENUI WRC WPD 0 of compensation, unless such litigation is brought by ARC or is based on allegations of ARC's negligent performance or wrongdoing. 12. Conflict of Interest. ARC understands that its professional responsibilities is solely to the Town. ARC has and shall not obtain any holding or interest within the Town of Los Gatos. ARC has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, ARC warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. ARC shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, ARC discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, ARC shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 13. Equal Employment Opp rtunity. ARC warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither ARC nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. 14. Insurance. Contractor shall purchase general liability and/or pollution insurance to insure against any loss associated with the transportation, removal, storage, production, or spillage of any hazardous material associated with this contract. The Contractor shall maintain at all times during the term of this contract comprehensive general liability /pollution policy that names the Town of Los Gatos as an additional insured. Such insurance shall at all times be in an amount of not less than $5,000,000 per occurrence for injury to, or death of any one person, or damage to any property belonging to the Town of Los Gatos, or a second party. All insurance required by the Town of Los Gatos shall be obtained by the Contractor before the execution of this contract. The Contractor's insurance company must be an admitted carrier duly authorized to conduct business in the State of California, Department of Insurance, and be rated A +, or better in the Best's Insurance Guide. The Contractor is required to file with the Town Clerk for the Town of Los Gatos, a certificate of insurance evidencing the amount and parameters of the insurance, noted Revised: July 10, 1998 Page 4 of 6 NP'B &EMUIEV GUENEMARC."D above. The Contractors insurance shall be primary coverage on this contact. The Town of Los Gatos shall not contribute any excess insurance or contribution of costs associated with any loss chargeable to the Contractor. The certificate of insurance shall name the Town of Los Gatos as an additional insured on said policy. Therefore, the Contractor shall hold harmless the Town of Los Gatos, its directors, officers, agents, and employees from and against any and all claims, demands, liabilities, costs and expenses of whatever nature, including court costs and attorneys' fees arising out of any loss associated with negligent acts of the Contractor. C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. D. In addition to these policies, ARC shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, ARC shall ensure that all subcontractors employed by ARC provide the required Workers' Compensation insurance for their respective employees. 15. Indemnification. ARC shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of ARC, or any of ARC's officers, employees, or agents or any subconsultant. 16. Waive . No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that parry may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 17. Governing L.aw. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior or Municipal Court of the County of Santa Clara. 18. Termination of Agreement. The Town and ARC shall have the right to terminate this Agreement with or without cause by giving not less than fifteen (15) days written notice of termination. In the event of termination, ARC shall deliver to the Town all plans, files, documents, reports, performed to date by ARC. In the event of such termination, Town Revised: July 10, 1998 Page 5 of 6 �N T &EMLLIEUGR EME C "D P - shall pay ARC an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement pursuant to Exhibit A hereto, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 19. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and ARC. 20. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, as well as costs not to exceed $7,500 in total. 21. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and ARC. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. IN WITNESS WHEREOF, the Town and ARC have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos: David W. Knapp, Town Manager ATTEST: Applied Remediation Company: Briggs 0. Ogamba Print Name President Title Clerk of the Town of Los Gatos, Approved as to Form: Los Gatos, California Marian Cosgrove, Town Clerk Orry P. Korb, Town Attorney Revised: July 10, 1998 Page 6 of 6 N:�&EMLLIEWGMEMENWtC."D SE° 18 '96 13 =55 APPLIE: :NEDIATICN 408 -453 --0757 .P.2,9 j Li g7 1 s ; . ,Tele F�4 483 -057 d 1i�dZQ' Exvirrxnmenial Semices and ;vgtneerMg September 18, 1998 Cy Of"Los Gatos Pairks Fgrexuy 8t hiaintenswe Services & Build* & Evneering ' 4 Mileffi Avern;e, Los Gatos, Calitocnia 953Qi j :AtTN: SCOTT R. BAM R -DUW:C OR Si1JMCT: QUOTATION FOR HAZAl JO!US WAYM. REMO AND I DISPOSAL AT PARKS, M"S'T'RY & MAM`M4 SEii S> 41 NCLES AVENUE, LOB °GA`i'OS, CALT<WMA. I3bar A4r. Barker: I A4plied Remedia ion Company( ARC} is icy p1etsed tri suhmii this Qurnt{titrn mtrc>$due aid dispose of all the hazardous waste niaReiipis anraotla' stowed in Y' WI and as 4cier ied bj• you during our viajt oe September 15 19" and iavetai WW by us bi+''Sjeptember 15 1998. All the wastes will be transported and disposed op'reoy4ed at: permitted facilities in accordance with Federal, State and Local;xgpladom ' i ARC utt'hm iwwvx&e approaches ancb resaux{x =s to addreav Ftiazardous waste rtianageme:u issues, dwreby provid" ht ! qualified staff *W are gi*,dali ed in hawdous removal and disposal projecta.,ARC bas gsuwd ca made atstfi dlaveioped credible expertise in the field.ofr'Eiazardous W,asteManageaaent activities.. The f©iiowing is the scope of services that we will provide you during the@cotme Of. ptojed: 4 Hazardous Waste Collection packaging 2114.pr4'6fing • 1 Dcxuinmt preparad®ecand lahaling. • Hazardous Waste Rwwval,.l MMg, transportation and T ispasaMecyrUW r • Furnishing of signed manifests and recyclacg �cerEiScases � ` Our .cog estimate to-remove all the Hazardom Wage it sns; idemtified8 listed ht,0�e a inched Table 2 -1 is 524,975.00. The edd break dOvMia presented UTable 141 :'. ,We have no extensive commitments for dtbaroojec o that would pry the tiMelx. 4omptetion of the field pordou of the t&*kwhhitr the estimated penal': jIf you req*l. ftuther information regarding this quotation,; we will be;picased to pon'Ade it. We wmh' to hw* you for the opporwaity to submit t*s:q iotatios and we look'f ward to vvorlting with you on du and other fluure projects:: Please give us a eall at (408)433 -018$ should you have any questions: or cornmmu reg"ing this.quotatian I j I tuq$ i la P.O. Box 612421, 44W Kal aiwa, Ste. -w fan Jbee ;v*96 1+244t s �4 �, ;;r: i ii' r i' a- SEP 18.'96 13:56 APPLIED IEDIATICN 408 -453 -0757 0 0 N b} O a n a O E- .9 3 a m w 3� � m C a � Q u 78 c �o o m a ,c CN Q fu N � V! � ue u Y+. fu a i C4. 0 rA v 'C M �y W W m � U C C o � N Q1 L w 1 P.4i9 a. SOP i8 198 1356 RPPLIE :MUIRTICN 408 -453 -0757 P. 5i9 2.0 CLOSURE Applied Remediation Company wishes to thank the Town of Los Cratos and Mr. Scott R Baker, Director of Parks, Forestry & Maintenance Services & Building & Engineering for the opportunity to submit this Quotation. We look forward to working with you on this project and other future projects. Should you nave airy questions or comments regarding the content of this Quotation, please fed free to contact us at (408)453 -0188. if this Quotation is acceptable to you, Please sign below and return one copy for our files. •� 1 1 a SIM ' I r 2 F Q 'n x d �i W m w a a• • .e m 7w L mR�+•� n '•" � 1 n p o a P. 6/9 3 � x o � d :a .o a xx Ux m � S rR 2 � E � A ACaAAQ�ApAAA_f� �pAAAA AA ta0(7C7C7t7C73U(�L[7�C�7 �L7�L�7C7C��C�7a°. 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P. 3i9 O W w W !L W LL W n W W W W U o 00 tyC Lq C .0 Sp v c '� c °p o C 8. oo. o o :. o cz cc I ,`� C � c• pm C m m D. O '¢ m U C v O V 8 _ Fy k c Q•Sb op ° o mw o° 3 Do cr C T y�f N T V1 Q X00 • m`❑ m° 270 m C 3 K 1 c 3 �r vii o 3 a 9 T x 3 � w °EEO W '8'1 'A'. W F ii�E• +n001cr vni vii r r W vii v°`i W �O W s0 b s L, W `°`D O 5 F P t"O101 '4- '4 op 7, E - SE= 16 '96 13:59 APPLIE:^" 71EDIATICN 4HB- 453 -0'757 I Q N 00 00 m m w„ w' c 0 U Z v�p.. F- GO $ :c a G O r ¢ Y 0 Q N 00 00 m m