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CONTRACT 5169 Professional Services Agreement CLOSEDAgreement No. 5169 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND STEVE KOESTER dba KOESTER ENVIRONMENTAL COMPLIANCE SERVICES This AGREEMENT is entered into this 19th day of July, 2016, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and STEVE KOESTER dba KOESTER ENVIRONMENTAL COMPLIANCE SERVICES ( "CONSULTANT "). 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 one hundred ten thousand dollars ($110,000.00) 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 professional Consultant 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 -I- Agreement No. 5169 CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 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. ADDITIONAL WORK. A. CITY's city manager ( "Manager ") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ( "Additional Work ") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over $110,000 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; ii. 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. -2- Agreement No. 5169 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. 8. TERM. The term of this Agreement will be from July 19, 2016, to July 18, 2017. 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 16, 9. TIME FOR PERFORMANCE, A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii, CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. 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. 11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work. 12. 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. -3- Agreement No. 5169 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 14. 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. 15. 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. 16. TERMINATION. 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. 17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. In Agreement No. 5169 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. 18. 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. 19. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. 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 -5- Agreement No. 5169 by CONSULTANT as required by Section 23, 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. 20. ASSIGNABILITY. 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. 21. 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 is it 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. 22. 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. 23. 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: Tye of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers Compensation 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 0 Agreement No. 5169 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 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 0106 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 16. 24. 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. 25. 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. 26. 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: If to CONSULTANT: If to CITY: M7- Steve Koester dba Koester Environmental Compliance Services 7 Glenn Irvine, CA 92620 Attention: Steve Koester Agreement No. 5169 City of El Segundo 314 Main Street El Segundo, CA Attention: Fire Chief 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. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. 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. 29. 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. 30. 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. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Exhibits, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is one (1) Exhibit to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 33. 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. Agreement No. 5169 34. 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. 35. 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. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 36. ACCEPTANCE OF FACSIMILE 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 facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. 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. 40. 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 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. 41. USING CITY VEHICLES. The CITY and CONSULTANT agree the CONSULTANT can utilize a City vehicle in accordance with the execution and performance of the duties as outlined in the Scope of Service (Exhibit A) and as required under Section 23 of this Agreement. Any violations of the California Vehicle Code or mis -use of the vehicle can be construed as a breach of this agreement and can lead to the removal of CITY vehicle use privileges. If CITY vehicle use is prohibited CONSULTANT shall provide own transportation at CONSULTANT'S cost. [Signatures on next page] in Agreement No. 5169 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO T'!EST: — An, "f Tracy Wav , City Clerk A OVED AS TO FORM: M k D. Hensley, City Attorney KOESTER ENVIRONMENTAL CO LIANC SERVICE Steve Koester President & Principal Environmental Scientist Taxpayer ID No. _C�Zo & - / -7- '1605- EXHIBIT A Agreement No. 5169 City of El Segundo Fire Department June 8, 2016 16KECS /ELSEGUNDODCT -01 Page 1 of 4 KOESTER ENVIRONMENTAL COMPLIANCE SERVICES 7 Glenn Irvine, CA 92620 City of El Segundo Fire Department 314 Main Street El Segundo, CA 90245 Attention: Christopher Donovan, Fire Chief Phone: 949 - 517 -8036 8 June 2016 KECS /ELSEGUNDODCT -01 SUBJECT: PROPOSAL FOR THE TEMPORARY OVERSITE OF THE EL SEGUNDO CUPA PROGRAM Dear Chief Donovan: Thank you again for giving me the opportunity to assist the City of El Segundo's Fire Department with maintaining the environmental program for the City of El Segundo. This proposal outlines our proposed scope of work and estimated budget/costs, and is based on my discussions with you and James Carver, regarding your environmental program needs. GENERAL SCOPE OF WORK Project Understanding and Scope To provide managerial services to the El Segundo Fire Department for the Certified Unified Program Agency (CUPA). The services would be temporary, until the position could be filled by a permanent appointment by the City. The purpose of this hiring is to ensure the City of El Segundo is meeting all CUPA program and reporting requirements. These services would include the management of the program data being collected through CERS as well as the City's DHD software system. To maintain the inspection schedules for all program businesses in order to meet the State's inspection frequency requirements. To ensure all CUPA fees are billed and collected. Conduct any enforcement actions on businesses that have met the criteria for enforcement. Work with the current inspector to ensure the inspections are being conducted on schedule and all reporting requirements are being met. To provide additional training to the inspector on the various elements of the CUPA program, and to improve the employee's knowledge. Conduct inspections of businesses in the City of El Segundo that require a senior inspector, such as Tiered Permit facilities, Cal ARP facilities, Underground Tank facilities and APSA facilities. Maintain the budget for the CUPA program, giving regular updates to the Fire Chief. KECS to assist the department with any requirements for the CUPA program. Agreement No. 5169 City of El Segundo Fire Department June 8, 2016 16KECS /ELSEGUNDODCT -01 Page 2 of 4 The workweek would be flexible, with three days a week being the optimal schedule. Due to scheduled travel, most months would consist of three weeks of work, with one week off. The work schedule would not exceed 90 hours per month. BUDGET The work would be performed at an hourly rate of $115 per hour with a limit not to exceed $10,350 per month. The hourly rate does not include travel time and no charges for mileage. KECS will supply the uniform for work, approved by the Chief. The terms of this agreement are good for one year from the start of the agreement. Chief, I sincerely appreciate the opportunity to be of service to you, and the City of El Segundo. Please call me at 949 - 517 -8036 should you have any questions regarding this proposal. On behalf of KECS, I look forward to working with you and the City. Sincerely, Koester Environmental Compliance Services Steve Koester President & Principal Environmental Scientist Agreement No. 5169 City of El Segundo Fire Department June 8, 2016 16KECS /ELSEGUNDODCT -01 Page 3 of 4 PROJECT SPECIFIC CONDITIONS OF SERVICE KECS will perform the Services in accordance with the following Conditions of Service, which are incorporated into the contract documents by this reference. Note: KECS has and will continue to use all reasonable care to assure that assumptions used to prepare estimates of price and schedule are realistic, but schedule and cost will necessarily change if the assumptions prove to be inaccurate as a result of unforeseen or unpredictable events. KECS' Services are based strictly on the Scope of Work, which was established after negotiation between the parties, taking into consideration the time, budgetary and practical constraints inherent in consulting work. KECS advises that it is not reasonable to expect that the Scope of Work includes evaluation of every issue or condition which could be claimed or construed to be a violation of a requirement or a noncompliance issue in the event of, for example, a regulatory audit or inspection, and no such representation is made by KECS. KECS advises that regulatory requirements are often subject to interpretation, and that conditions and activities at a facility either after the time of a compliance review or during a regulatory inspection can affect regulatory agency conclusions regarding compliance issues. KECS shall not be alleged to negligent, nor will KECS be liable under this Agreement or otherwise for Services performed in accordance with standards of care and diligence utilized by those, performing similar services at the time and in the vicinity in which the Services are performed. 1. The scope of work is restricted to that which is outlined in this proposal 2. KECS warrants that it and /or its subcontractors will prepare and /or update the plans and programs referenced in this proposal in general accordance with applicable regulatory guidelines and "standard of practice" usually employed for these types of plans and programs. CLIENT understands and agrees that KECS has no operational or supervisory authority or oversight of Client's employees or contractors, and that, due to the variability in the type and condition of materials and equipment which may be present at CLIENT facilities, and the inherent variability in the performance of individuals, KECS and /or its subcontractors shall be held harmless by CLIENT from any and all losses or damage that may arise, including, but not limited to subsequent employee or equipment performance shortfalls, releases of regulated materials from covered processes and equipment, or facility actions in implementing the subject plans or programs. 3. KECS has assumed that no scheduling or other unforeseen difficulties in obtaining necessary data, diagrams, data or other information or meeting with key personnel will be encountered. If this assumption proves incorrect, this change in conditions may impact the budget and schedule. 4. CLIENT will provide access to the facility and will make arrangements, including internal scheduling, for access to all necessary buildings, departments, areas, etc. by personnel of KECS. KECS has assumed that there will be clear, immediate and ready access to all necessary areas at the facility. Any delays in accessing or entering facility areas could result in disruption of the Services, and may impact the schedule or budget. 5. CLIENT will provide a designated project manager who will be available to respond to information requests by KECS personnel during performance of the scope of work. 6. CLIENT will prepare, organize and provide copies, where requested, of all documentation relevant to this project. Any delays in obtaining copies of materials, or access to the facility or personnel, could result in substantial disruption of the work schedule and may necessitate additional time and an increase in schedule and project budget. 7. Where key management, staff and other CLIENT personnel's input would be pertinent to the Services, those persons will be identified and made available for onsite facility or telephone and program information collection activities, including field interviews. 8. CLIENT will be responsible for scheduling arrangements for all personnel who will participate in Agreement No. 5169 City of El Segundo Fire Department June 8, 2016 16KECS /ELSEGUNDODCT -01 Page 4 of 4 any requested training course(s). 9. For any training provided under this proposal, CLIENT will either provide the classroom facilities for the training, or will notify KECS at least one month in advance of the course schedule if KECS is to arrange outside facilities for training course(s). CLIENT will provide direct payment to the selected facility for services rendered. 10. CLIENT will be responsible for approving the final course curriculum for any training provided. 11. For any training provided under this proposal, participants will be expected to complete training course assignments and/or projects where requested, as part of the requirements of course completion and prior to receipt of completion certificates, if applicable. If training course(s) are to be a 'certificated' or 'qualification' course, CLIENT agrees that a post- training test or exam will be administered and that a minimum passing score is required for an attendee to be considered 'certified' or'qualified'. It is the responsibility of CLIENT to determine the required minimum passing score to notify participants in advance of these requirements. 12. Unless stated and arranged otherwise for specific courses, for any training provided under this proposal, training course(s) are designed and will be presented in English. Students will be expected to be able read and understand English. As the information provided in training course(s) may have an impact on the health and safety of employees, as well as the regulatory compliance of CLIENT, CLIENT will be solely responsible for ensuring that all participants can understand the material presented. Should a translator be required, CLIENT shall make all arrangements for such services. KECS will provide Spanish language training and training materials as part of the Services upon request. 13. Training course content for any training provided under this proposal will be based on the following: current applicable regulatory guidelines as set forth in applicable sections of the California Code of Regulations, Code of Federal Regulations, applicable internal CLIENT plans and programs and "standard of practice" for course content typically included in such training; and, the experience and judgment of KECS and/or any of its subcontractors in conducting this type of training. 14. For any training provided under this proposal, KECS warrants that it and /or its subcontractors will prepare and teach training course(s) in general accordance with applicable regulatory guidelines and "standard of practice" usually employed for this type of training. CLIENT understands and agrees that KECS has no operational or supervisory authority or oversight of Client's employees, and that, due to the variability in the type and condition of materials which may be present or generated as wastes at CLIENT facilities, and the inherent variability in the performance of individuals, KECS and /or its subcontractors shall be held harmless by CLIENT from any and all losses or damage that may arise, including, but not limited to subsequent employee performance shortfalls or activities exceeding the scope of training delivered.