CONTRACT 5882 Professional Services Agreement CLOSEDAgreement No. 5882
Agreement No. [City Clerk assigns]_
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
TITAN ENVIRONMENTAL SOLUTIONS, INC.
This AGREEMENT is made and entered into this 5th day of March, 2020, by and
between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and TITAN ENVIRONMENTAL SOLUTIONS, INC. ("CONSULTANT"). The
parties agree as follows:
1. CONSIDERATION,
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B, As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not
to exceed Four Thousand, nine hundred eighty dollars, and no/XXX
($4,980.00) for CONSULTANT's services. CITY may modify this amount
as set forth below. Unless otherwise specified by written amendment to this
Agreement, CITY will pay this sum as specified in the attached Exhibit "A,"
which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A," which
is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and
facilities, and all tests, testing and analyses, calculation, and all other means
whatsoever, except as herein otherwise expressly specified to be furnished
by CITY, necessary or proper to perform and complete the work and provide
the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of
any deficiencies and CONSULTANT will have fifteen (15) days after such notification to
cure any shortcomings to CITY's satisfaction. Costs associated with curing the
deficiencies will be borne by CONSULTANT.
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4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit
"A") the tasks performed, the percentage of the task completed during the billing period,
the cumulative percentage completed for each task, the total cost of that work during the
preceding billing month and a cumulative cash flow curve showing projected and actual
expenditures versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not appropriated
sufficient funds for payment of CONSULTANT services beyond the current fiscal year,
this Agreement will cover only those costs incurred up to the conclusion of the current
fiscal year.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or unknown
conditions that may materially affect the performance of the services,
CONSULTANT will immediately inform CITY of such fact and will not
proceed except at CONSULTANT's own risk until written instructions are
received from CITY.
7. TERM. The term of this Agreement will be from March 5, 2020, to April 5, 2020.
Unless otherwise determined by written amendment between the parties, this Agreement
will terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 15.
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8. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work
written authorization to proceed,
CONSULTANT's own risk.
on any phase in advance of receiving
any such professional services are at
9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-
eight (48) hours, in writing, of the cause and the extent of the delay and how such delay
interferes with the Agreement's schedule. The Manager will extend the completion time,
when appropriate, for the completion of the contracted services.
10. CONSISTENCY. N/A,
11. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum
and the contract time will be adjusted accordingly. All such changes must be authorized
in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting
from changes in the services will be determined in accordance with written agreement
between the parties.
12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any
rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant,
or condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15.TERMINATION.
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A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT's own cost; CITY will
not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination, not
to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by CONSULTANT under this Agreement are
CITY's property. CONSULTANT may retain copies of said documents and materials as
desired but will deliver all original materials to CITY upon CITY's written notice. CITY
agrees that use of CONSULTANT's completed work product, for purposes other than
identified in this Agreement, or use of incomplete work product, is at CITY's own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
work, prepared pursuant to this Agreement, will be released by CONSULTANT to any
other person or public CITY without CITY's prior written approval. All press releases,
including graphic display information to be published in newspapers or magazines, will
be approved and distributed solely by CITY, unless otherwise provided by written
agreement between the parties.
18. INDEMNIFICATION.
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A. CONSULTANT agrees to the following:
L Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
suits, actions, or claims, of any character whatever, brought for,
or on account of, any injuries or damages sustained by any
person or property resulting or arising from any negligent or
wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement, except
for such loss or damage arising from CITY's sole negligence or
willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance, except for such loss or damage arising from
CITY's sole negligence or willful misconduct. Should CITY be
named in any suit, or should any claim be brought against it by
suit or otherwise, whether the same be groundless or not,
arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement
or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
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MASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and
the manner in which it is performed. CONSULTANT will be free to contract for similar
service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program service
records for at least three (3) years after termination or final payment under this
Agreement.
22. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONSULTANT will procure and maintain
the following types of insurance with coverage limits complying, at a
minimum, with the limits set forth below:
:[vice of Insurance
Commercial general liability
Professional Liability
Business automobile liability
Workers compensation
Limits
$2,000,000
$1,000,000
$1,000,000
Statutory requirement
B, Commercial general liability insurance will meet or exceed the requirements
of the most recent ISO -CGL Form. The amount of insurance set forth above
will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will
be endorsed to name CITY, its officials, and employees as "additional
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insureds" under said insurance coverage and to state that such insurance
will be deemed "primary" such that any other insurance that may be carried
by CITY will be excess thereto. Such endorsement must be reflected on
ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be
on an "occurrence," not a "claims made," basis and will not be cancelable
or subject to reduction except upon thirty (30) days prior written notice to
CITY.
C. Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will continue
to renew the insurance for a period of three (3) years after this Agreement
expires or is terminated. Such insurance will have the same coverage and
limits as the policy that was in effect during the term of this Agreement and
will cover CONSULTANT for all claims made by CITY arising out of any
errors or omissions of CONSULTANT, or its officers, employees or agents
during the time this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must be
placed with insurers with a current A.M. Best Company Rating equivalent
to at least a Rating of "A:VII."
F, Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 155.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule update.
25. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
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If to CONSULTANT:
Titan Environmental Solutions, Inc.
1521 E. Orangethorpe Avenue, Suite B
Fullerton, CA 92831
Attention: Tony Lam
Phone: 1-888-948-4826
Email: Tony@titan-enviro.com
Agreement No. 5882
Agreement No. [City Clerk assigns]_
If to CITY:
City of EI Segundo
350 Main Street
EI Segundo, CA 90245
Attention: David Serrano
Phone: 310-524-2382
Email: dserrano@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to
solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid
nor has it agreed to pay any company or person, other than CONSULTANT's bona fide
employee, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Should
CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without
liability.
28.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. - There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
29. INTERPRETATION. This Agreement was drafted in and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
31. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire
understanding of the parties. There are no other understandings, terms or other
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agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and assigns.
32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be construed
simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly
for or against either Party.
33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to
the extent necessary in the opinion of the court to render such portion enforceable and,
as so modified, such portion and the balance of this Agreement will continue in full force
and effect.
34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment.
35.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered
into in connection with this Agreement will be considered signed when the signature of a
party is delivered by electronic (.pdo or facsimile transmission. Such electronic or
facsimile signature will be treated in all respects as having the same effect as an original
signature.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
39.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT
represents that its financial resources, surety and insurance experience, service
experience, completion ability, personnel, current workload, experience in dealing with
private consultants, and experience in dealing with public agencies all suggest that
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CONSULTANT is capable of performing the proposed contract and has a demonstrated
capacity to deal fairly and effectively with and to satisfy a public CITY.
[Signatures on next page]
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Agreement No. 5882
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first hereinabove written.
CITY OF EL SEGUNDO
Davic
Direc
ATTE
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
U� r lc -for
Mark D. Hensley, t �'
City Attorney
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TITAN ENVIRON NTAL SOLUTIONS,
I
Tony Lam,
Branch Manager
February 27, 2020
Mr. David Serrano
Director of Human Resources
City of EI Segundo
350 Main Street
EI Segundo, California 90245-3813
(310) 524-2382
dserrano@elsegundo.org
Agreement No. 5882
Titan Environmental Solutions, Inc.
1521 East Orangethorpe Avenue, Suite B
Fullerton, California 92831
(888) 948-4826
www.titan-enviro.com
RE: Proposal for Limited Indoor Environmental Quality Assessment
For Subject Property:
Fire Department Offices, EI Segundo, California 90245
Dear Mr. Serrano,
Titan Environmental Solutions, Inc. (TES) is pleased to submit this proposal to the City of EI
Segundo (herein referred to as Client) to conduct a limited indoor environmental quality (IEQ)
assessment at the above referenced property (Subject Property). The following presents the
proposed scope and fees based on Client communication and site visit.
Pr000sed Scooe
TES will conduct a limited IEQ assessment for the Subject Property to include the following tasks:
• Obtain up to four (4) volatile organic compounds (VOCs) air samples with tentatively
identified compounds in accordance with United States Environmental Protection Agency
(EPA) Method TO -15. The samples will be collected inside the Subject Property and one
(1) sample will be collected outside. The samples will be obtained over an estimated eight
(8) hours period. The samples will be sent overnight to an accredited laboratory for VOCs
analysis on an expedited five (5) — seven (7) business day laboratory turnaround basis;
• Obtain of up to eight (8) non-culturable mold air samples. Six (6) mold air samples will be
collected inside the Subject Property, and two (2) mold air sample will be collected outside
the Subject Property for comparative purposes. The samples will be submitted, under
proper COC documentation to a laboratory accredited for analysis of fungal spores and
particulates by optical microscopy.
Obtain up to three (3) non-culturable carpet dust samples. The sample will be submitted
under proper chain of custody to an accredited laboratory to be analyzed for allergens on
an expedited five (5) — seven (7) business day laboratory turnaround basis.
• Collect relative humidity, temperature, carbon monoxide and carbon dioxide
measurements using Fluke 975 or equivalent direct reading instrument from indoor and
outdoor locations.
Titan Environmental Solutions, Inc.
1521 East Orangethorpe Avenue, Suite 8, Fullerton, CA 92831 * Office (888) 948-4826 "Fax (714) 871-8712
Agreement No. 5882
rlr,P� 1� Proposal for Limited IEQ Assessment
Fire Department Offices, EI Segundo, California 90245
February 27, 2020
• Collect airborne particulate matter and dust measurements using TSI DustTrat DRX
Aerosol Monitor 8533 or equivalent direct reading instrument from indoor and outdoor
locations.
• Collect moisture content measurements on surfaces;
• Perform general visual inspection of the HVAC system; and
• Certified Industiral Hygeinist will prepare an Indoor Environmental Quality assessment
report summarizing findings, conclusions and recommendations. The close out
documentation will be presented to you in three (3) — five (5) business days upon receipt
of analytical results from the laboratory.
Proaosed Fees
TABLE 1
Limited IEQ Assessment
Description No. of Units Ih
Rate Subtotal
IEQ Assessment Labor 1 m
$750.00 $750.00_
Sample Analysis
VOC air samples 4
$395.00 $1,580.00
(5-7 Business Day Laboratory TAT)
Mold air samples 8
$60.00 $480.00
(5-7 Business Day Laboratory TAT)
Allergen Carpet Dust Samples 3
$315.00 $945.00
(5-7 Business Day Laboratory TAT)
Sampling Equipment
Fluke 1
$175.00 $175.00
TSI DustTrak DRX Aerosol Monitor 1
$300.00 $300.00
Thermal Imaging Camera 1
Included
Moisture Content Meter 1
Included
Report(s)
IEQ Assessment Report 1
$750.00 $750.00
TOTAL COST
$4,980.00
The client will be billed at the rates per shift, sample and instrument indicated above, which will be
necessary to complete the assessment activities. If for any reason additional shifts, samples or
instruments are required, the client will be charged at the rates per shift, sample and instrument
indicated above. The client will be notified if additional shifts or samples are needed; the additional
shifts and samples will be taken upon the client's approval.
Assumptions and Limitations
The proposed fees are based on the following assumptions and limitations:
• Client to provide full, unimpeded and safe access to all areas of the Subject Property as
necessary.
• Confined spaces and areas determined by TES personnel to be unsafe to access will be
excluded from the scope of work.
Titan Environmental Solutions, Inc.
1521 East Orangethorpe Avenue, Suite 8, Fullerton, CA 92831 * Office (888) 948-4826 * Fax (714) 871-8712
Agreement No. 5882
Proposal for Limited IEQ Assessment
Fire Department Offices, EI Segundo, California 90245
February 27, 2020
• Sample analysis by any other method(s) other than that specified above is excluded from
this proposal, but can be provided at additional cost if deemed appropriate and
necessary.
• The estimated costs are based one (1) shift. Additional shifts, time or events will
necessitate additional fees at the rates included herein.
• Regular hours worked up to eight (8) hours per day based on a Monday — Friday work
schedule.
• Overtime pay, time and one-half for all work over eight (8) hours, but less than twelve (12)
hours, per day on a Monday — Friday work schedule.
• Overtime pay, double time for all work over twelve (12) hours per day on a Monday —
Friday work schedule.
• Any activities beyond those specified in the scope of work will be considered
supplemental services and will be invoiced on a time -and -materials basis. However, no
such services will be undertaken without Client's authorization.
• TES will provide the proposed services consistent with the level and skill ordinarily
exercised by members of the profession currently practicing under similar conditions.
• This quote is valid for thirty (30) days from the date of this proposal.
Proposed Schedule
TES is prepared to conduct the scope of work on a mutually agreed upon schedule upon receipt
of the executed authorization and acceptance of the attached Terms and Conditions. Payment will
be due upon receipt of services.
We appreciate your consideration of TES for the provision of professional services on the project
referenced above. Should you have any questions, comments or require additional information,
please feel free to call the undersigned at (888) 948-4826.
Sincerely,
Titan Environmental Solutions, Inc.
671J aM,
Project Manager
ATTACHMENT: Titan Environmental Solutions, Inc. Terms and Conditions
Titan Environmental Solutions, Inc.
1521 East Orangethorpe Avenue, Suite 8, Fullerton, CA 92831 * Office (888) 948-4826 * Fax (714) 871-8712
Agreement No. 5882
� Proposal for Limited IEO Assessment
Fire Department Offices, EI Segundo, California 90245
o W,. February 27, 2020
TITAN Environmental Solutions. Inc. Terms and Conditions
1. Parties: Client agrees to retain the services of Titan Environmental Solutions, Inc. (Titan
Environmental) under the terms and conditions set forth in this agreement.
Definitions: The term Client shall mean the individual, individuals, or entity, described in
this Agreement.
The term Property shall mean the real property described in this Agreement.
The term Work shall mean all work, including labor, materials, and equipment, to be
performed by Titan Environmental as described more particularly in this Agreement.
2. Scope of Work: Titan Environmental shall conduct the Work described in this
Agreement, subject to the terms and conditions included herein.
3. Payment Terms: Titan Environmental will bill the Client on a monthly or per -project basis
for all services performed pursuant to this Agreement, including, but not limited to, fees
for labor, and costs for materials, equipment, etc. Invoices are due upon receipt.
Client agrees to promptly advise Titan Environmental of any questions about or objectives
to, an invoice. Client further agrees that if he/ she/ it have not informed Titan
Environmental of questions or objections within thirty (30) calendar days after the date of
the invoice, that the invoice will be conclusively regarded as accepted and approved by
Client, and thereafter Client will not be entitled to object to the charges included in the
invoice.
4. Disclosure: Upon execution of this Agreement, Client agrees to provide Titan
Environmental with all information in its possession which may be pertinent to the scope
of work including all information concerning the actual or possible presence of hazardous
materials, substance or conditions existing in, on, or near the Property which present a
potential danger to human health, the environment, or Titan Environmental and its
equipment. Client further agrees to update Titan Environmental, on an ongoing basis,
and provide additional information concerning Property conditions as soon as practicable
after discovery by Client.
5. Property Access and Conditions: Client shall grant or obtain free access to the
Property for all Titan Environmental personnel and equipment required to perform the
Work. Client is responsible for ensuring that Titan is provided adequate access to all
areas of the Property where Work is to be performed. Client may provide such access by
having a representative available at the Property to provide access, by providing a key to
the Property in a lockbox, or through other means agreeable to Titan Environmental.
Client herein authorizes Titan to have full access to the Property to perform the Work as
Titan Environmental deems necessary. Titan Environmental will take reasonable
precautions to minimize damage to the Property. Client is responsible for identifying and
assisting Titan Environmental in identifying the locations for inspection, unless otherwise
set forth in this Agreement.
6. Unforeseen Conditions or Occurrences: Client acknowledges that during the course of
Titan Environmental's work, it may discover the existence of unanticipated conditions or
hazardous materials which substantially alters the necessary services or risks involved in
completing its services. This shall be referred to as a "changed condition(s)". Titan
Environmental shall promptly notify and consult with Client upon the discovery of such
changed condition(s). Client agrees that the discovery of changed conditions mandates a
re -negotiation of the scope of work or termination of services. Client agrees to
compensate Titan Environmental for all costs incident to the discovery of such
unanticipated materials or conditions.
T Standard of Care: Titan Environmental shall perform the Work in accordance with the
standard of practice exercised by consulting firms in like disciplines performing service of
a similar nature at the time the work is performed in the geographic area in which the
Property is located. The standards of practice may change (following conduct of the
Work), and Client shall hold Titan Environmental responsible only to perform its
Titan Environmental Solutions, Inc.
1521 East Orangethorpe Avenue, Suite 8, Fullerton, CA 92831 * Office (888) 948-4826 * Fax (714) 871-8712
Agreement No. 5882
Proposal for Limited IEQ Assessment
Fire Department Offices, EI Segundo, California 90245
February 27, 2020
obligations in a manner consistent with the standards of practice at the time of
performance. No other warranty, express or implied, is made concerning work performed
under the agreement, including Titan Environmental's findings, conclusions,
recommendations, specifications, or professional advice. THIS WARRANTY IS IN LIEU
OF ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED
8. Limitation on Liability: Client hereby agrees that to the fullest extent permitted by law,
the total liability to the Client of Titan Environmental for indemnity under Paragraph 10,
and any and all injuries, claims losses, expenses or damages whatsoever to the extent
arising out of or in any way relating to the Property or this agreement from any cause or
causes including but not limited to Titan Environmental's negligence, errors, omissions,
strict liability, breach of contract, or breach of warranty, shall not exceed the lesser of the
total amount of fees actually paid to Titan Environmental by Client for the Work under this
Agreement or $10,000.00. Client agrees that to the fullest extent permitted by law, Titan
Environmental shall not be liable to Client for any special, indirect or consequential
damages whatsoever, including without limitation loss of profit, loss of investment,
diminished property value, loss of product or business interruption, whether caused by
Titan Environmental's negligence, errors, omissions, strict liability, breach of contract,
breach of warranty or other cause or causes. The remedies against Titan Environmental
provided in this Agreement are exclusive and in lieu of any other rights or remedies
available at law or in equity
9. Indemnification: Client shall, to the fullest extent permitted by law, defend, indemnify,
protect and hold harmless, Titan Environmental, its partners, all subsidiary or affiliated
companies of Titan Environmental, and assigns from and against any and all claims,
demands, debts, causes of action, liabilities, losses, damages, costs, expenses, including
actual attorney fees, costs, penalties, fines, or judgments, and other liabilities to the extent
arising from or in any way related to the Work and/or the Property, except for such
damages which are the result of the sole gross negligence or willful misconduct of the
party to be indemnified.
10. Entire Agreement: This Agreement, including any attachments and schedules attached
hereto, constitutes the entire and fully integrated agreement between the parties
concerning the subject matter hereof and cancels and superseded any prior
understandings and agreements between the parties relating to the subject matter hereof.
There are no representations, warranties, terms, conditions, undertakings or collateral
agreements, expressed, implied or statutory, between the parties, other than as expressly
set forth in this Agreement. Any changes, additions, deletions, amendments or addenda
to or modifications or corrections of this Agreement shall be null and void unless the same
is in writing and signed by Client and Titan Environmental.
11, Attorney's Fees and Costs: In the event any action is brought concerning this
Agreement, or the enforcement thereof, the prevailing party in such action shall be
entitled to recover, in addition to other damages, his/her/its reasonable attorney's fees
and costs, including expert witness fees and costs. In addition, if the Client's payment is
returned to Titan Environmental for Insufficient Funds or Stop Payment, pursuant to CA
Civil Code Section 1719, Client may be responsible for up to $25 bank fees, and may be
liable for three times the amount of the check up to one thousand five hundred dollars
($1,500).
12. Governing Law: This Agreement shall be governed by the laws of the State of
California. Any action to enforce this Agreement shall be commenced in the California
Superior Court, for the County of Orange.
13. Termination: Upon default or breach by a party to this Agreement, Titan Environmental
may by notice to Client elect to terminate this Agreement. Such termination shall be
effective as of the date of such notice, unless Titan Environmental specifies a later date,
in which case the termination date shall be such later specified date. Such election of
termination shall be in addition to any other rights and remedies which Titan
Titan Environmental Solutions, Inc.
1521 East Orangethorpe Avenue, Suite 8, Fullerton, CA 92831 * Office (888) 948-4826 * Fax (714) 871-8712
Agreement No. 5882
Proposal for Limited IEQ Assessment
Fire Department Offices, EI Segundo, California 90245
February 27, 2020
Environmental may have under this Agreement or otherwise. An event of default occurs if
Client fails to abide by the terms of this Agreement, follow Titan Environmental's
recommendations, fails or refuses to comply with his / her / its material duties and
obligations under this Agreement, and/or fails to cooperate with Titan Environmental.
14. Related Litigation or Other Dispute Types: In any third party litigation involving the
Client in which Titan Environmental is compelled by subpoena or court order, or any other
similar requirement, to testify at a deposition, trial, arbitration or any other judicial
proceeding, or to produce documents regarding the Work, the Client agrees to
compensate Titan Environmental, at its prevailing hourly rates, for all time spent by Titan
Environmental in responding to such legal process, including all time spent in preparing
for such testimony or production of documents. The Client also agrees to pay Titan
Environmental's reasonable attorney's fees and expenses incurred by Titan
Environmental in connection with the foregoing. In the event of any such subpoena or
court order, Titan Environmental will promptly notify the Client to enable the Client to
object to any such testimony or production of documents.
15. Client acknowledges that Client has been given adequate time to read, ask questions
concerning, and understanding the terms of this Agreement. Client acknowledges that
Client has been advised to seek independent legal advice before entering into this
Agreement, and Client has been given adequate time to do so.
AUTHORIZATION AND ACCEPTANCE OF CONDITIONS
By: Title:
(Signature)
Name: Phone #:
(Print)
Payment Terms: COD Or Net 30
Titan Environmental Solutions, Inc.
1521 East Orangethorpe Avenue, Suite B, Fullerton, CA 92831 " Office (888) 948-4826 " Fax (714) 871-8712
Agreement No. 5882
� 10�1 � Proposal for Limited IEQ Assessment
Fire Department Offices, EI Segundo, California 90245
February 27, 2020
One Time Credit Card Payment Authorization Form
Sign and complete this form to authorize Titan Environmental Solutions, Inc. to make a one time
charge to your credit card listed below.
By signing this form you give us permission to charge your account for the amount indicated on or
after the indicated date. This is permission for a single transaction only, and does not provide
authorization for any additional unrelated charges to your account.
Please complete the information below:
authorize Titan Environmental Solutions, Inc. to charge my
(full name)
credit card account indicated below for on or after
(amount) (date)
payment is for
(job description)
Billing Address Phone#
City, State, Zip Email
Account Type: ❑ Visa ❑ MasterCard ❑ Discover ❑ American Express
Cardholder Name
Account Number
Expiration Date
CVV2 (3 digit number on back of Visa/MC/Discover)(4 digit number on back of AMEX)
SIGNATURE
DATE
This
I authorize Titan Environmental Solutions, Inc. to charge the credit card indicated in this authorization
form according to the terms outlined above. This payment authorization is for services described
above, for the amount indicated above only, and is valid for one time use only. I certify that I am an
authorized user of this credit card and that I will not dispute the payment with my credit card company;
so long as the transaction corresponds to the terms indicated in this form.
Titan Environmental Solutions, Inc.
1521 East Orangethorpe Avenue, Suite B, Fullerton, CA 92831 * Office (888) 948-4826 * Fax (714) 871-8712