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2200 - American Integrated Resources Inc - City Hall Basement Asbestos E M F l5 O � 9 q•-• C 02 ® - meq .,. - - cvi,c Pitiiogy iii, 14tbRPORATEO'N° PROFESSIONAL SERVICES AGREEMENT CITY HALL BASEMENT IMPROVEMENT PROJECT HALLWAY ASBESTOS ABATEMENT grig i t 1-7WATTEDTR 5 ' ReESOI KM 1. PARTIES AND DATE. This Agreement is made and entered into this LO' day of e A , 2011 (Effective Date) by and between the City of Rosemead, a municipal o anization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and American Integrated Resources, Inc. with its principal place of business at 2341 North Pacific Street, Orange, CA 92865 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Contractors. Contractors desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing professionial Asbestos Abatement services to public clients, is licensed in the State of California, and is familiar with the plans of City. _ 2.2 Project. City desires to engage Contractor to render such ongoing general public works and professional services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Asbestos Abatement AMERICAN INTEGRATED RESOURCE, INC. Page 2 of 11 services necessary for the Project ("Services"). The Services and hourly rates are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from Effective Date shown above to June 30, 2019, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an 'independent contractor basis 'and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel ' performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable AMERICAN INTEGRATED RESOURCE, INC. Page 3 of 11 to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. 3.2.5 City's Representative. The City hereby designates the Director of Public Works, Rey Alfonso or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative. Contractor hereby designates Mr. Ray Marquez, or his/her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractors shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. AMERICAN INTEGRATED RESOURCE, INC. Page 4ofii 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shallmaintain prior to the beginning of and for the entire duration of this Agreement an insurance coverage and policy as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement, as specified in the attached proposal (�I e hourEy rate, etenses,_.etc);_but not_to _exceeolTTcnselve Thousand=.T re_ luocred 0.11ars-( 12,2 5:07 0'. Such payments shall be made on an as-needed basis as directed by the City. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by' Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the AMERICAN INTEGRATED RESOURCE, INC. Page 5 of 11 subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is. $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contract shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. 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 under this Agreement. 3.5 General Provisions. • 3.5.1 Termination of Agreement. AMERICAN INTEGRATED RESOURCE, INC. Page 6of11 3.5.1.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date "of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement, is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONTRACTOR: American Integrated Resources, Inc. 2341 North Pacific Street Orange, CA 92865 Attn: Raymond Marquez Tel: (626) 625-6465 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Director of Public Works, Rey Alfonso Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, AMERICAN INTEGRATED RESOURCE, INC. Page 7 of 11 reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, . memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with- the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall'fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or other, arising out of or in connection with,this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and AMERICAN INTEGRATED RESOURCE, INC. Page 8 of 11 attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a'writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. AMERICAN INTEGRATED RESOURCE, INC. Page 9of11 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 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 or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. AMERICAN INTEGRATED RESOURCE, INC. Page 10 of 11 3.5.21 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] AMERICAN INTEGRATED RESOURCE, INC. Page 11 of 11 CITY OF ROSEMEAD AMERICAN INTEGRATED RESOURCE, INC. 0\• 4aU By: &ie,.rld t /Z31i 1 Gloria Molleda, City Manager Dae Date / , Name: Attest: j$ Title: V P � 1I Ericka Hernandez, City Clerk Da. 4401113 /4/ e [Ifs orporatiora-'T1N0 SGNA" URE Pr r nt '�c "`'.' Ui e Pr et A P Seas ary; N u; r s ,40/7..,o RATE- rSEAL+ O'F C0 1'CRAC:TO 3 .: QUID=0] By: I, v� e✓e Name: Title: /2c-4- EXHIBIT A SCOPE OF SERVICES/ PROPOSAL A-1 =_. Itlir Proposal R1 Silvia Llamas December 20, 2018 City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 sllamasCcr�citvofrosemead.orq Proposal #: P-8687 Subject: Rosemead Public Works 8838 E. Valley Blvd. Rosemead, CA 91770 American Integrated Resources, Inc. (AIR) is pleased to submit an estimate to provide all labor, materials, equipment and other expenses necessary for the abatement located at the above referenced project. Abatement Scope: Remove and Dispose of the following approximate quantities: A. 1,200 S.F. of clean Carpet and associated rubber Cove base throughout basement hallway. B. 1,200 S.F. of asbestos containing floor tile & mastic throughout basement hallway. C. Third party visual inspection and air clearances with documentation. D. Based on prevailing wages. Pricing: Lump Sum• $ 12,200.00 Clarifications • There will be a 10 working day AQMD notification period prior to abatement being able to start. • Complete environmental report must be provided prior to job start (with all affected suspect materials to be tested). • All material to be removed, reused or saved will be completed by others. • All loose items to be removed from area of work by others. • This proposal is based on scope of work provided by Silvia Llamas. • This proposal is based on environmental report prepared by Barr & Clark, dated 12/12/2018. • Pricing is based performing work on Friday, Saturday and Sunday if needed (2-3 shifts). • Staging area for dumpsters at dock area. • This proposal includes one mobilization. • This proposal is based on using existing elevator. 9 Corporate Office: Lic#: 947563 9 San Diego Office: 2341 North Pacific Street ©714-921-4100 301 W. 28th St, Suite V ca, info@american-integrated.com Orange, CA 92865 M714-921-4102 National City, CA 91950 :a: www.american-integrated.com Exclusions Canopy/pedestrian protection, sidewalk/street closures, traffic control, hazardous materials not listed, 3rd party Testing/monitoring/sampling, removal of contaminated or debris laden soil, Floor prep or machine scrape, saw-cutting and/or concrete work related to MEP, coring, Footings below 3', Import/export, grading, backfill and compaction, unforeseen conditions, buried objects, base material under paving, Off-site work, erosion control/swppps, BMP installations & maintenance, water meters, fencing, soils engineer, staking, permits or fee's, utility disconnection, safe offs, bonding, site security, salvage for others, engineering, layouts, roots, shoring, lagging, underpinning, removal of asphalt with petro-mat fabric, utility rerouting or reconnections, specialty insurance, OCIP, items not listed in this proposal. (All items under exclusions are excluded unless otherwise noted under scope of work). Notes, Conditions and Owner/General Contractor Responsibilities • Owner to provide permits, parking, trash bin staging area, power and water (including water meter if necessary) for the duration of the project. • Temp Fencing, barricades, hygiene facilities. • Removing all movable items from work areas before AIR starts work. • Bid does not include any other hazardous material removal/abatement other than above listed. Other materials may include but not limited to: asbestos, lead paint, universal wastes, contaminated soil, or any items left behind from the previous tenant such as paint, chemicals, shop materials, used oil, etc. These items will need to be assessed and verified by others and include complete inventory and quantities. • This proposal is based on working 8-hour shifts during normal business hours Monday— Friday. Any deviation from this would be dealt with only on a change order basis upon customer request. • Does not include any replacement of items removed. • Not responsible for marking utilities or any cut utilities not marked in walls or slabs. • All SCAQMD revisions and re-notifications shall be invoiced a $250.00 per occurrence. • AIR is not responsible for any prior/post hazardous materials contamination or contamination outside of the scope of work. • All utilities shall be cut, capped or relocated by others prior to the demolition mobilization. • All work scope limits for the demolition shall be clarified by the General Contractor and discussed clearly with AIR's field representatives. • Delays due to others, or beyond AIR's control shall constitute additional schedule extensions, stand by costs and appropriate general conditions costs. • All salvage materials such as, but not by way of limitation, ferrous metals, non-ferrous metals, and wood shall be removed, prepared, loaded, hauled and sold to vendors and end users located in foreign and domestic markets. Note: all salvage materials and equipment located on the site at the time of the job walk have been included in this proposal and any missing materials or equipment shall constitute a change condition to the contract sum. 9 Corporate Office: Lie#: 947563 9 San Diego Office: 2341 North Pacific Street ©714-921-4100 301 W. 28th St, Suite V info@american-integrated.com Orange,CA 92865 cn714-921-4102 National City,CA 91950 lj .american-integrated.ccm G In the event an action is brought to enforce any of the terms of this agreement, the prevailing party shall be entitled to reasonable attorney's fees and associated costs. • Any work not in the listed scope of work will be an extra to the contract. Any phasing of the demolition not shown on the plans or included in the specifications will constitute extra costs. Extra work will not be started until written authorization is acquired from the owner, the owner's agent or the General Contractor. Written authorization from the client to begin extra work shall be equivalent of written authorization from the owner's agent as it pertains to any contract involving American Integrated Resources, Inc and this project, project site or associated work. • American Integrated Resources, Inc does not assume responsibility of maintaining or protecting any work after hours or after our completion of our scope. Including repair of damaged work either by natural elements or other trades. O AIR will provide all OSHA required personal air monitoring on AIR workers as required by law. • Additional mobilizations will be charged at$2,500.00 per mobilization. • Pricing subject to change if this Agreement is not signed by Owner within 20 days of the date set forth above. By signing this agreement, you are executing a contract to perform this scope of work with American Integrated Resources, Inc. • Taxes,,assessments, permits of all description will be paid by Owner. Procedures: Air is a California licensed contractor CSLB#947563, and DOSH Registration #998. All applicable local, states, and federal EPA& OSHA codes and regulations will be strictly adhered to. Disposal: All construction waste will be handled, transported and disposed as per Federal State, and local regulations to an appropriate landfill. Schedule: To be mutually agreed upon by the owner/owner's representative and American Integrated Resources, Inc. Insurance: American Integrated Resources, Inc will provide General liability insurance certificate when requested. Payment: Payments are to be made as follows:100% due at completion of American Integrated's services. Any payment not paid within 60 days will be charged interest. Failure by Client to pay all earned fees assessed will result in closure of Client's file, followed by appropriate collection activity that includes but is not limited to assignment to collection agency or collection attorney. Client agrees that in the event of collection proceedings for unpaid fees as described herein, Client will pay all related collection costs and fees, including collection agency fees, attorney's fees, lawsuit complaint filing fees, process services fees, private investigator fees, court costs, expert witness fees/costs and any other such fees incurred by The Company as a result of enforcing any breach of this Agreement. 9 Corporate Office: Lic#: 947563 9 San Diego Office: 2341 North Pacific Street C©714-921-4100 301 W. 28th St, Suite V info@arnerican-integrated.cbm Orange,CA 92865 c 714-921-4102 National City, CA 91950 c www.arnerican-integrated.com If you have any questions or need any additional infor11% oor clarification regarding this proposal, please feel free to contact me at anytime. Respectfully Submitted, Raymond Marquez 626.625.6465 rmarqueza.american-inteqrated.com AMERICAN INTEGRATED RESOURCES, INC Accepted by: Company: Signature: Date: 9 Corporate Office: Lic#: 947563 9 San Diego Office: 2341 North Pacific Street ©714-921-4100 301 W. 28th St,Suite V info@american-integrated.com Orange,CA 92865 n714-921-4102 National City, CA 91950 ;:; www.american-integrated.com EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend,supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in.excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Contractor shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Contractor, subContractors or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or B-1 • omissions of the Contractor and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of.California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured B-2 endorsement to Contractor's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to 'being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10.Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements • with subcontractors and others engaged in the project will be submitted to City for review. 11.Contractor agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Contractor's existing coverage includes a deductible or self-insured retention,the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contractor, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12.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 ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. B-3 13.For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14.Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16.Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement' have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18.Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. 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 limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21.Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this B-4 • agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. B-5 ® A���EP CERT FICATE OF UOABLLDT FINSU DATE(MMIDD/YYYY) ,NCE 5/1/2019 1T31/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CON PRODUCER Lockton Insurance Brokers,LLC NAMEACT 725 S.Figueroa Street,35th Fl. (A/CO N.Ext): INC,No): CA License#OF15767 E-MAIL Los Angeles CA 90017 ADDRESS: (213)689-0065 INSURER(S)AFFORDING COVERAGE NAIC 1/ INSURER A:Starr Surplus Lines Insurance Company 13604 INSURED INSURER B:Starr Indemnity&Liability Company 38318 1340397 American Integrated Resources,Inc 2341 N.Pacific Street INSURER C: Orange CA 92865 INSURER D: INSURER E: . INSURER F: COVERAGES AMEIN22 CERTIFICATE NUMBER: 15866424 REVISION NUMBER: XXX XXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING.ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDIYYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y Y 1000066932181 5/1/2018 3/1/2019 1EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PREM SESO(Ea occurrence) $ 100,000 X Poll/Prof. MED EXP(Any one person) $ 5000 X Contractual Liab. PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER:Contractual Liab. $ B AUTOMOBILE LIABILITY N Y SISIPCA08229318 5/1/2018 5/1/2019 COMBIaccident)NED SINGLE LIMIT $ (Ea $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY _ AUTOS ONLY (Per accident) X Comp/Coll.Ded.$ 1K $ XXXXXXX A UMBRELLA LIAB X OCCUR N N 1000337297181 5/1/2018 5/1/2019 EACH OCCURRENCE $ 7,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 7,000,000 DED RETENTION$ $ XXXXXXX B WORKERS COMPENSATION Y/N Y 100 0002760 01 5/1/2018 5/1/2019 X STATUTE ERPER H AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? y N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Rosemead City Hall Basement Improvement Project,8838 E.Valley Blvd.,Rosemead,CA 91770.City of Rosemead,its officials,employees and agents are Additional Insured(s)as per the attached endorsement or policy language.Insurance provided to Additional Insured(s)is primary and non-contributory as per the attached endorsements or policy language.Waiver of subrogation applies as per the attached endorsements or policy language. CERTIFICATE HOLDER CANCELLATION See Attachments 15866424 City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Silvia Llamas THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN • 8838 E.Valley Blvd. ACCORDANCE WITH THE POLICY PROVISIONS. • Rosemead CA 91770 AUTHORIZED REPR I ©1 88-201 C D CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code:D472846 Certificate ID: 15866424 Starr Surplus Lines Company Chicago, IL 1-646-227-6300 Primary and Non-contributory, Additional Inured and Waiver of Subrogation Policy Number: 1000066932181 Effective Date: 5/1/2018 at 12:01 am Named Insured:American Integrated Resources, Inc. This endorsement modifies the insurance coverage form(s) listed below that have been purchased by you and evidenced as such on the Declarations page. Please read the endorsement and respective policy(ies) carefully. Commercial General Liability Coverage Form Owners and Contractors Protective Liability Coverage Form Products/Completed Operations Liability Coverage Form Contractors Pollution Liability Coverage Form Professional Liability Coverage Form Site Pollution Liability Coverage Form SCHEDULE Where Required By Written Contract A. SECTION II -WHO IS AN INSURED is amended to include as an insured the person or organization shown in the schedule of this endorsement, but only with respect to liability arising out of"your work"for that insured by or for you. B. As respects additional insureds as defined above,this insurance also applies to"bodily injury"or"property damage"arising out of your negligence when the following written contract requirements are applicable: 1. Coverage available under this coverage part shall apply as primary insurance.Any other insurance available to these additional insured's shall apply as excess and not contribute as primary to the insurance afforded by this endorsement. 2. We waive any right of recovery we may have against these additional insured's because of payments we make for injury or damage arising out of"your work"done under a written contract with the additional insured. 3. The term insured is used separately and not collectively, but the inclusion of more than one insured shall not increase the limits or coverage provided by this insurance. Insureds and Agents are advised that certificates of insurance should be used only to provide evidence of insurance in lieu of an actual copy of the applicable insurance policy. Certificates should not be used to amend, expand or otherwise alter the terms of the actual policy. All other terms and conditions of this Policy remain unchanged. SL 023(06/11) Copyright @ C.V.Starr&Company and Starr Surplus Lines Insurance Company.All rights reserved. Page 1 of 1 Includes copyrighted material of ISO Properties,Inc.,used with its permission. POLICY NUMBER: SISIPCA08229318 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured:American Integrated Resources, Inc. Endorsement Effective Date: 5/1/2018 SCHEDULE Name(s)Of Person(s) Or Organization(s): Blanket as required by written contract. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or organization(s)shown in the Schedule, but only to the extent that subrogation is waived prior to the"accident"or the"loss" under a contract with that person or organization. CA 04 44 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 Attachment Code:D472845 Certificate ID: 15866424 Attachment Code:D464965 Certificate ID: 15866424 WORKERS'COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed.04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2.0 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization to whom you become Where required by contract obligated to waive your rights of recovery against, under any contract or agreement you enter into prior to the occurrence of loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 5/1/2018 Policy 100 0002760 01 Endorsement No. No. Insured American Integrated Resources, Inc. Premium $INCL. Insurance Starr Indemnity&Liability Company Company WC 04 03 06 (Ed.4-84)