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HomeMy WebLinkAboutC-4410 - Service Agreement for Oil Well Leak Detection, Repair and Reporting ServicesSERVICE AGREEMENT WITH AVANTI ENVIRONMENTAL SERVICES, INC. FOR OIL WELL LEAK DETECTION, REPAIR AND REPORTING SERVICES THIS SERVICE AGREEMENT ("Agreement") is made and entered into as of this day of March, 2013 ( "Effective Date") by and between the CITY OF NEWPORT �~ BEACH, a California Municipal Corporation ( "City ") and Avanti Environmental Services, Inc., a California corporation ( "Contractor"), whose address is 2855 Michelle Dr. Suite 230, Irvine, CA 92606 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to provide oil well leak detection, repair and reporting services ("Project'). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. D. The principal member of Contractor for purposes of Project shall be Paul Dumas. E. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: f I1[ N The term of this Agreement shall commence on the Effective Date, and shall terminate on March 3, 2017 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services" or "Work "). The City may elect to delete certain Services within the Scope of Services at its sole discretion. HINNNEi* ` 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. in the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.2 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.3 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand - delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Sixty Five Thousand Dollars and 00/100 ($65,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name of the person who performed the Work, a brief description of the Services performed and /or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) days after approval of the monthly invoice by City staff. 43 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. Avanti Environmental Services, Inc. Page 2 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Paul Dumas to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel. 5,2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations. George Murdoch, Utilities General Manager or his/her designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her designee shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one (1) copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest industry standards. For purposes of this Agreement, the phrase "highest industry standards" shall mean those standards of practice recognized by one (1) or more first-class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the highest industry standard. 8.3 Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is Avanti Environmental Services, Inc. Page 3 legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims'), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of Avanti Environmental Services, Inc. Page 4 control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services, 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint-venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the Avanti Environmental Services, Inc, Page 5 part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Contractor pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in formats compatible with Microsoft Office and /or viewable with Adobe Acrobat. if'r>! oPI:1IT:1.1111F11X11 All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY The Contractor shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Contractor's Documents provided under this Agreement. Avanti Environmental Services, Inc. Page 6 21. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor 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 to Contractor under this Agreement. 22, WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23, ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Contractor, the additional design, construction and/or restoration expense shall be borne by Contractor. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. 25. CONFLICTS OF INTEREST 25.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 25.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless Avanti Environmental Services, Inc. Page 7 City for any and all claims for damages resulting from Contractor's violation of this Section. 26. NOTICES 26.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first - class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: George Murdoch, Utilities General Manager Municipal Operations City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 644 -3401 26.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Paul Dumas Avanti Environmental Services, Inc. 2855 Michelle Dr. Suite 230, Irvine, CA 92606 Phone: 714- 730 -3320 27. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. The Contractor and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Contractor shall be required to file any claim the Contractor may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). f: f 281 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure Avanti Environmental Services, Inc. Page 8 such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 28.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. STANDARD PROVISIONS 29.1 Compliance with all Laws. Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 29.7 Severability. if any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. Avanti Environmental Services, Inc. Page 9 29.8 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.9 Equal Opportunity Employment. Contractor 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, age or any other impermissible basis under law. 29.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 29.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Avanti Environmental Services, Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 7--/117/3 A Aaron C719-arp City Attorney ATTEST: 3 � 13 Date: By: Leilani I. Brown City Clerk YIRN►A CITY OF NEWPORT BEACH, A California muni pal corporation Date: a? �.T �/ -,;r By. '� ,!� Mark Harm Municipal Operations Director CONTRACTOR: Avanti Environmental Services, Inc., a California corporation Date: ��/ /3 By: J n Manzo President Date: By: Paul Dumas Vice President, Operations [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates/ Progress Payment Schedule Exhibit C — Insurance Requirements Avanti Environmental Services, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES Avanti Environmental Services, Inc. Page A -1 LOME 5, 2013 Mr. Anthony Nguyen, Purchasing Agent City of Newport Beach Purchasing 3300 Newport Boulevard Newport Beach, CA 92668 -8915 RE: FY 2012 -2016 Leak Detection and Repair Services Dear Mr. Nguyen: This proposal is made by Avanti Environmental, Inc. (Avant!) to the City of Newport Beach to provide leak detection and repair services for the Coast Highway facility. Our objective with this proposal is to identify and describe the scope of work and to establish a cost for our services. Leak Detection and Repair (LDAR) Our primary service will be to provide an ongoing routine Leak Detection and Repair (LDAR) program, Component inspections will be conducted pursuant to the requirements of EPA Method 21, using the Thermo TVA 10008 and is summarized as follows: • Avanti will provide trained Field Technicians to conduct inspections pursuant to the requirements of SCAQMD Rule 1173, 1176 and 1148, 1, including quarterly fugitive emissions monitoring, first attempt repairs, and re- inspection of repaired leaks. Field Technicians will be certified per the SCAQMD. Avanti will coordinate with the City's Oil Field operator to schedule times when our inspections will be performed. • Technicians will be uniformed and safety trained, and equipped with truck, tools, instrumentation and personal protective gear as required. • Instrument calibration will be performed before each inspection day and documented as required by the District. Calibration gases, spare parts and charging equipment are maintained in our Regional Field Offices. • Following the repair of a leaking component, an Avanti Field Technician will re- inspect the repaired component utilizing EPA Method 21. Avanti Technician will conduct re- inspections as soon as practical following repairs, and will make every attempt to do so during the inspection sequence for the involved facility; i.e., while technicians are still conducting their work in the same general area. • Avanti will prepare the necessary reports and submit them to City of Newport for review in a quarterly reporting package no later than 15 calendar days after the end of the quarter. City of Newport Beach will then be responsible for District submittals. Avanti will maintain a copy of all reports and they will be available upon request. All reports will be available via www.Myavanti.com. I Our field technicians are trained in a variety of industrial processes, and are often hired with extensive experience. As a leak is identified, a first attempt will be made by a field technician to minimize the leak. This service at the time of inspection will be limited to "quick fixes ", at the discretion of the technician, such as tightening down on valve packing. Repairs beyond the immediate repair capabilities of Avanti technicians will be referred to City of Newport Beach using the Request for Repair Form (RFR). The cost for performing "quick fixes" is Inclusive. 'a ", 1 ''r, :" : ;. ,, ;. icy I ;� )'< a. sx , t — i9:: www.avantienvironmental.com Avand Consulting Services for Annual Emissions Reporting Avanti will provide environmental consulting services in the preparation of Annual Emissions Reporting (AER) each year. The purpose of the Annual Emissions Report is to calculate all of the emissions produced by the facility operations. This is accomplished by gathering data such as oil though -puts, hours of operation, chemical and solvent usage etc. Avanti will submit a profile sheet each year to the City of Newport Beach requesting the information needed. For each oil field process, Avanti will then calculate the mass emissions which are emitted to the atmosphere using calculation methods that are approved by the SCAQMD. The final submission will then be uploaded on the SCAQMD online portal by Avanti. Data Base Management System Avanti will provide secure access with basic functionality to its online custom web application, myAvand used to manage client LDAR programs. Access to the application will provide City of Newport Beach with the ability to view the facility component inventories and summaries, monitor the LDAR program in real time, view leaks on a daily, weekly or monthly basis, view repair status and pending repair deadlines, greatly assisting environmental managers with the ability to stay current, more involved and better equipped to make critical decisions regarding the LDAR program. Project Management Avant! will provide Project Management support for all our services. Our Project Managers will be the liaisons ensuring that City of Newport Beach is given the highest level of responsiveness and quality possible. They will also provide experience and for oversight and QA1QC. Avant also provides an additional level of field supervision with our Regional Supervisor and full time dedicated Safety Manager. These personnel are: Contact Role Region Office Phone Tanya Jackson Project Manager All 714 -730 -3320 x505 Bruce Hamlin Safety Manager All 714 -730 -3320 x508 Dan Oliva Regional Manager Los Angeles 310 -261 -3481 Cost Summary LDAR inspection cost ........................ ............................... .........................$1,272 per quarter (Our fixed rate cost is designed to be inclusive. It includes unlimited telephone support relating to LDAR, making minor repairs, re- inspections, reporting and basic access to myAvanti) Preparation of Annual Emissions Report. .... ...... __ ....... ....... .... _ .... _ ........ $1,850 per year _: -s ,I", ;:7r �., « l , 2 , w .svantienvironmental.wm Optional Services Avanfi has included two additional services not mentioned in the Request for Proposal which are tagging and inventory and optical imaging. These services are essential for compliance and will be provided on an as needed basis using our standard hourly rates. They are further described as follows: Tagging and Inventory Rules 1173 and 1176 require that facilities maintain current a component inventory listing all of the components associated to the LDAR program. This data is used for tracking leaks and for the reporting of fugitive mass emissions for the Annual Emissions Program. This service will be needed as new equipment is added or piping changes have occurred. Avanti will rely on the City of Newport Beach to notify us when such changes made in the field so that we can schedule and plan accordingly. We will also identify such modifications during our routine quarterly inspections. When a tagging project is required, we will bill based on time & materials. For the purposes of approving this project, we estimate a not to exceed amount of $6500.00. Optical Imaging Scope In recent years, the use of an optical imaging camera had proven to be successful in finding gas leaks. In particular, this type of inspection works well when inspecting the tops of tanks or for conducting pre- inspections prior to a District inspection. This scope of work is described as follows: • Avanti will provide a trained Field Technician (certified as a FUR thermographer) to conduct inspections with the infrared camera on specific pieces of equipment including inaccessible and unsafe to monitor components tanks, heaters, vessels, pits and pipelines. • Images taken with the camera will be downloaded and edited (image clarification) to provided the best representation of any leakage and repairs. This can include cropping, splicing, captions, etc. If the City of Newport Beach also wants images showing non leaking vessels, this can be requested. Avanti will provide an interactive leak report containing digital pictures of the leaks found including any repairs made. This report will be made available on www.Myavanti.com. Reports can be downloaded on CD to be used by the repair crew allowing them to see the nature of the leaks. Following the repairs, Avanti will then conduct a follow -up inspection to capture images of the successful repair. For tank inspections, we recommend coordinating our inspections with the tank repair company so that we can determine if the repair was successful while the repair crew is still on location. Please note that inspections need to be scheduled in advance and is based on the availability of the camera. For the purposes of approving this project, we estimate $2500.00 per year. w .avantienvironmental.wm {r / Billing Procedure Invoices for the routine IDAR inspections will be billed monthly in equal increments of $424. Invoices for the tagging & inventory project will be billed monthly as the project progresses. Invoices will be issued on the first of the month at the price specified above. Avanti will increase our cost for inspections and annual emissions reporting automatically by 3% each year to account for standard inflation. Payment terms shall be net 30 days. �3f�t»��Si4Giaf �IKFt�K�iKaf�e1 �ftrAr X4 4R1§5fi4ffi2fi erPC�fF,C Approval If you find the foregoing to be acceptable, please indicate by signing below and returning a copy via fax with a hard copy with an original signature to follow by U.S. mail. Regards, /'7 '-�e amk Tanya Jackson Project Manager Accepted and Agreed this day of 2013. Signature w .avantienvironmentalxom �4 J I Statement of Qualifications Avant! Environmental, Inc. was founded in early 1990 by John Manzo for the express purpose of providing a cost - effective compliance solution to California Air Quality Management District fugitive emissions rules. Our first base of clients was the independent oil and gas producers of California. We have continued with those same clients for over 2 decades, as the smaller companies have been merged with others. Avant Environmental is primarily a field services company, based in Irvine, California, with physical field offices in Los Alamitos, Ventura, Santa Maria, San Francisco Bay Area, Bakersfield and Houston, Texas. We have developed LDAR programs for hundreds of client companies, at over 1,000 individual facilities, including 29 offshore platforms. Our clients include both upstream and downstream petrochemical companies, as shown on the attached list. Our services include the following: Fugitive Emissions Leak Detection and Repair, Infra -red Optical Imaging, Tagging & Inventory, Parts Sales (We maintain, at each of our field offices, a stock of tank hatches, gaskets, vapor recovery diaphragms, etc.), Project Management, Floating Roof Tank Seal Inspections, DOT Pipeline Inspections, Sampling and Analysis of oil and gas streams, portable NOX source testing, Emission Calculations, Reporting, Compliance Consulting, Safety Consulting We have also been providing liaison between our clients and the local regulatory agencies for over 2 decades, for negotiation of Notices of Violation; usually resulting in a reduction of fines through enhancement of field inspection services. Avant is primarily a field service company that also provides regulatory consulting services and agency liaison. We provide on the ground support to our field services with different levels of experience and knowledge, including Field Technicians 1, 11 and ill, Crew Leaders, Field Supervisors, Field Project Managers, Operations Managers, Field Safety /Quality Supervisors and Safety Managers. Avanti also maintains an inventory of parts used for repairs, which are available to the technicians usually the same day repairs are needed. Organizational Information /Capabilities and Experience Avanti Environmental ensures that only knowledgeable, capable employees cant' out the planning, execution, and control of our projects. We: • identify employee qualification requirements, including licensing requirements, training qualifications, responsibilities and authority for each job position. • Train field employees on quality standards and procedures for their job position, including SCAQMD Fugitive Emissions Compliance Inspection training. • Validate employee capabilities before they are assigned to carry out quality job responsibilities. + Review ongoing employee qualifications and evaluate quality practices and performance as part of the employee performance management process. Our hiring policy reflects over twenty -three years experience at recruiting qualified employees. We seek only the top people that demonstrate integrity, strong communication skills and a desire to work in the LDAR field. Technicians are typically hired with a background of oil field experience. Technicians with less experience are always partnered with experienced staff. <<, c,; a ; -i .e ^.4 -',� , :,A Z w .avanfienvimnmentalxom Our Los Angeles basin team utilizes a combination of support staff and field staff. The Los Alamitos Feld office is fully staffed, and we are constantly qualifying and training new employees. Support Staff: Operations Manager: Oversees all aspects of the LDAR Program Project Managers: Initial Start-up, T &I Projects, Technical Support, Special Projects IT Manager: Software Development & Maintenance Safety Manager: Oversees all aspects of Safety Field Staff: Field Supervisor: Scheduling & Training of Technicians Safety Supervisor: Implements Safety in the Field Field Technicians I, II, and III: Inspections and Repairs T &I Crew: Updates Component Inventory Avand Environmental fully integrates its quality management system into the organizational structure and performance management systems for each project. We: • Maintain a documented quality system consisting of a quality manual with policies and procedures. • Have well - defined quality responsibilities for every employee with specific quality responsibilities for key job positions. • Tightly control exceptions to the quality system so company standards are applied uniformly to every project. • Systematically maintains quality system documents and records. Technology provides the tools Avanti needs to be more efficient and more accurate. The use of these tools gives us a greater ability to schedule inspections, document inspections, leaks, leak repairs and provide near real time data to our managers, field supervisors and most of all to our clients. Technology greatly improves our ability to deliver the best an LDAR program can offer. With the use of data loggers like the Motorola 9090 we can download inventories to the device, record background readings, leaks, leak repairs in the field, time stamping the inspections, providing documentation about which components were inspected and when. The ability to inspect and record readings and not just leaks with this technology can save thousands when calculating emissions. 714-1r',. 3 ; P"' w .avantienvironmental.com The backbone of our technological advancements is our Extranet application. This web -based application is the hub of all of our LDAR operations, the central point for our data management. We developed this application in -house and are constantly improving it, adding features and fine tuning existing functionality. The fact that the application is web based allows us to use the application anywhere we can get an Internet connection. We also have a sister application at MyAvanti.com which allows our clients to view their data regarding leaks, leak repairs, inspection progress, APCD reports and inventory for example. We use the Thermo TVA 10006 for our method 21 inspections, clearly the gold standard for measuring fugitive emissions. However, we are constantly reviewing and testing any new devices that appear on the market. With acceptance by the EPA and many local air districts of the infrared camera as a detection device we now are capable of doing LDAR inspections with the FUR We are the only LDAR service company that has its own full - featured, web based software and data management system developed completely in- house. This gives us tremendous technological advantages over everyone. If a client needs custom data collection features, we're there. If a client needs a special report or added feature, we're there. If a new data logger comes on the market and we need to integrate that device into our application, we're there. The application is developed by us, maintained by us and improved by us. .- ,q, _,k,.� .:Ol:,-,i .A =C^':, P I %r 3 0 .. w .avantiienvironmental.coin EXHIBIT B SCHEDULE OF BILLING RATES Cost Summary MAR inspection cost (includes unlimited telephone support relating to MAR, making minor repairs, re- inspections, reporting and basic access to myAvanti) $1,272 per quarter Preparation of Annual Emissions Report $1,850 per year Tagging and Inventory $6,500 Optical Imagining cope $2500.00 per year. Hourly Rate for Consulting Services $135 per hour Avanti Environmental Services, Inc. Page B -1 EXHIBIT C 1. INSURANCE REQUIREMENTS 1.1 Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 1.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 1.3 Coverage Requirements. 1.3.1 Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employers Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 1.3.2 General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 1.3.3 Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Avanti Environmental Services, Inc. Page C -1 1.3.4 Professional Liability (Errors & Omissions) Insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. 1.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. 1.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. 1.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. 1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 1.5 Additional Agreements Between the Parties. The parties hereby agree to the following: 1.5.1 Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 1.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor sixty (60) days advance written notice of such change. Avanti Environmental Services, Inc. Page C -2 If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor's compensation. 1.5.3 Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 1.5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 1.5.5 Self- insured Retentions. Any self- insured retentions must be declared to and approved by City. City reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. 1.5.6 City Remedies for Non Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. 1.5.7 Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.5.8 Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Avanti Environmental Services, Inc. Page C -3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 2/8/13 Dept. /Contact Received From: Raymund Date Completed: 2/19/13 Sent to: Raymund By: Renee Company /Person required to have certificate: Avanti Environmental Type of contract: All Otber I. GENERAL LIABILITY EFFECTIVE /EXPIRATION DATE: 6 -01- 12/6 -01 -13 A. INSURANCE COMPANY; American Safety Indemnity Company_ B. AM BEST RATING (A-: VII or greater): A: IX C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ❑ Yes ® No D. LIMITS (Must be $1M or greater): What is limit provided? 1,000,000/2,000,000 E. ADDITIONAL INSURED ENDORSEMENT— please attach ® Yes © No F. PRODUCTS AND COMPLETED OPERATIONS (Must (What is limits provided ?) include): Is it included? (completed Operations status does F. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND G. HIRED AND NON -OWNED AUTO ONLY: COMPLETED OPERATIONS ENDORSEMENT (completed H. NOTICE OF CANCELLATION: Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes II No 1. PRIMARY & NON - CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION? (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ®No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: © N/A [K Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE /EXPIRATION DATE: Allstate Insurance Co A. INSURANCE COMPANY: 10/19/12 to 10/19/13 B. AM BEST RATING (A-: VII or greater) A +; xv C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? M Yes El No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $2,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided ?) N/A F. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ NIA ❑ Yes ® No H. NOTICE OF CANCELLATION: © N/A M Yes © No QL VV0RKERS`COMPENSAOON EFRECT|\/E/EXPIRAQ0NDATE: A INSURANCE COMPANY: National Union Fire Insurance Co. B. /\M BEST RATING (A^: VII orgroator): C� ADMITTED Company (Must be California Admittod): NYos FlNn D. VVORKERS^C()MPENOATIOWL|M|T: Statutory Z Yes FlNo E. EMPLOYERS' LIABILITY LIMIT (Must be31WYorgreater) 1,000,000 F. WAIVER OF SUBROGATION (To inc}ude): |yitincluded? [Z Yen Fl No G. SIGNED VVORKERS'COMPENSAT|ON EXEMPTION FORM: ZNx\ FlYes Fl No H. NOTICE DFCANCELLATION: F7 N/A Z Yes FlNn ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED W. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Agent uf/4\iaN Insurance Services Broker of record for the City of Newport Beach 2/19/13 Date RISK MANAGEMENT APPROVAL REQUIRED Non-adnuittod carrier rated less than ____ Self Insured Retention or Deductible greater than $ F-1 N/A Z Yes F-1 No Reason for Risk Management General Liabilily Carrier is Non-Admitted - Need Risk Managements approval. 2-11-13 Approved by Shed � A",r_v-~� Risk Management Date « Subject tv the terms mfthe contract. PROFESSIONAL SERVICES AGREEMENT WITH AVANTI ENVIRONMENTAL, INC. FOR PROVIDING LEAK DETECTION/REPAIR AND REPORTING SERVICES THIS AGREEMENT is made and entered into as of this 30A day of October, 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and AVANTI ENVIRONMENTAL, INC. a California Corporation whose address is 2472 Chambers Road, Suite 100,Tustin, California, 92780 ( "Consultant"), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of'the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is required to have the City's Oil & Gas Production Wells inspected in compliance with South Coast Air Quality Management District's (SCAQMD) Rule 1173, 1176 & 1148.1. C. City desires to engage Consultant to provide quarterly leak detection and repair services in compliance with the regulations of SCAQMD, along with preparing the Annual Emissions Reporting (AER) for 2009 ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal members of Consultant for purposes of Project shall be Bruce Hamlin and Pam Pedro. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 3151 day of October, 2010, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT As full compensation for the performance and completion of the Project as required by the Scope of Work, City shall pay to Consultant and Consultant accepts as full payment the sum of Six Thousand Nine Hundred Twenty Dollars and No /100 ($6,920). Consultant shall not receive any additional compensation unless approved in advance by the City in writing. 4.1 Consultant shall submit quarterly invoices to City describing the work performed the preceding quarter. Consultant's bills shall include, a brief description of the services performed and /or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: 2 A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Actual costs and/or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Bruce Hamlin and Pam Pedro to be its Project Managers. Consultant shall not remove or reassign the Project Managers listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. If Consultant is performing inspection or construction management services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. Consultant's cellular phone number will be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Utilities Department. Ed Burt shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 3 A. Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any work performed or services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on 4 the Project (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and 4 � progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work. Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or h E. other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. iv. Professional EA rs and missions �h urance. Con Itant sh�atl� \Agement i profess nal err and omi ions insuran which th service to be rformed in nnection wit his the inimum ount of on illion dolla q,000). Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days VA written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to M Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. 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 to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. a 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Ed Burt Utilities Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3011 Fax: 949 -646 -5204 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: 10 Attention: Bruce Hamlin Avanti Environmental, Inc. 2472 Chambers Road, Suite 100 Tustin, CA 92780 Phone: 714 - 730 -3320 Fax: 714 -730 -3315 26. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 11 29. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 31. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 32. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 33. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 34. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 35. EQUAL OPPORTUNITY EMPLOYMENT 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. W IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: By: net a champ, Assistant City ttorney ATTEST: By: Leilani Brown, City Clerk P0 -,P c -q CITY OF NEWPORT BEACH, A Municipal Corporation � Georg,6 Mordoch, Utilities Director CONSULTANT: AVANT ENVIRONMENTAL, INC. By: LC/( . (Corporate Offic Title: RMO/CEO/President Print Name: John A. Manzo By: _ n V�— (Financial Officer) Title: Print Name: 3QKA1 A, 041A -IJ Attachments: Exhibit A — Scope of Services 13 Los Angeles Bakersfield Avant! Ventura Sactmurrto Wednesday, July 15, 2009 EAX1111BIT"N' Cindy Asher City of Newport Beach 3300 Newport Boulevard Newport Beach; CA 92656-8915 RE: FY 2009/2010 Leak Detection and Repair Services Dear Cindy: This proposal is made by Avanti Environmental, Inc. (Avanti) to City of Newport Beach to provide leak detection and repair services. City of Newport Beach is required to operate its facilities in compliance with the regulations of SCAQMD (District). District Rule 1173, "Fugitive Emissions of Volatile Organic Compounds ", and Rule 1176, "VOC Emissions from Wastewater Systems ", and Rule 1148.1, "Oil & Gas Production Wells" all of which require periodic leak inspection and repair of certain components, along with other recordkeeping and identification requirements. Our Objective with this proposal is to identify and describe a scope of services and to establish a method of charging for our services. The following tasks are needed to complete this project: Scope of Work 1. Avanti will provide field technicians to conduct, pursuant to the requirements of SCAQMD Rule 1173, 1176 & 1148.1 quarterly fugitive emissions monitoring, first attempt repairs, and reinspection of repaired leaks. 2. Avanti will prepare and submit to the City of Newport Beach, Component Leak Reports and Statistics Summary Sheets in an electronic format as required by the Rule 1173 and reports for demonstrating compliance with Rules 1176 and 1148.1. Rule 1176 and 1148.1 reports must retained by the City of Newport Beach and be made available to District staff upon request. Avanti will retain copies of all reports. Ongoina Leak Inspection and Repair Cost The Cost of the routine leak inspections will be $1235.00 per quarter. This includes the cost for reinspections, minor repair attempts and reporting for 1173, 1176 & 1148.1. If you find the foregoing to be acceptable, please indicate by signing below and returning a copy via fax with a hard copy with an original signature to follow by U.S. mail. Yours very truly, Agreed and Accepted this Ve-C Bruce D. Hamlin Health & Safety Manager Project Manager WIN, ": 2472 Chambers Road, Suite 1 00 Tustin, CA 92790 Tel: 714430 -3320 Fax: 7t4- 736.3315 w .avantienvironmentaLcom Los Angelcs Bakersfield Tuesday, September 15, 2009 Ms. Cindy Asher Utilities Administrative Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92658 -8915 RE: Proposal for AER 2009 Calendar Year Dear Ms. Asher: Avian d Ventura Sacramento EXHIBIf'A" Avanti Environmental, Inc. ( Avanti) has prepared this letter proposal to City of Newport Beach for the purpose of providing environmental consulting services in the preparation of Annual Emissions Reporting (AER) for 2009 Calendar Year. To facilitate this process we have enclosed a facility profile sheets that will be used to summarize the information needed to complete the annual report. Please review and sign this sheet, and provide us with any required information no later than January 15. 2010 in order to allow sufficient time to prepare the AER'. Our cost to complete this service is on a flat rate basis provided that City of Newport Beach submits all of its data promptly and in the required format In the event you require assistance in gathering or verifying data. Avanti will be able to assist you on a time and materials basis. This additional cost will be at the rate of $95.00 per hour. The flat -rate cost is: Coast Highway Lease: $1,980.00 0 The AER must be submitted to the AQMO on or before_TBD . Please indicate your acceptance of the terms and conditions of this proposal by signing this letter. This is turn means that you have reviewed and completed the facility profile sheets and all information is correct. Regards, Pamela Pedro Environmental Specialist Agreed and Accepted this ' Aventi will prepare your Annual Emissions Report for the 2009 calendar year based on the information that you furnish. Avanti relies solely on the quality, smumlf. campleteness and general integrity of all data provided to its staff. As such, Avant assumes no responsibdities or liabilities emanating from my such data. Avanti dons assume full responsibility and subsequent accountability for any calculations made by its employees, but only to the rpttent that such ratculations were not flawed or affected by the data or lack of data submitted to us. 2472 Chambers Road, Suite 100 Tustin, CA 92780 Tel: 714 -730 -3320 Fax: 714 - 730-3315 w, .avantienvironmental.corn