HomeMy WebLinkAboutItem No. 22 - Agreement with KPA Services, LLC for Environmental Health & Safety Monitoring22)Agreement with KPA Services, LLC for Environmental Health & Safety Monitoring at
Lake Elsinore Diamond Stadium
Approve and authorize the Executive Director to execute an Agreement with KPA Services,
LLC, in an amount not to exceed $50,000.00 for Environmental Health and Safety
Monitoring at Lake Elsinore Diamond Stadium in such final form as approved by the Agency
Attorney and authorize the Executive Director to execute change orders not to exceed a
10% contingency amount of $5,000.00 for uncertainties and adjustments.
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REPORT TO CITY COUNCIL
To:Honorable Chair and Members of the Successor Agency
From:Jason Simpson, City Manager
Prepared by:Rick De Santiago, Public Works Manager
Date:October 8, 2024
Subject:Agreement with KPA Services, LLC for Environmental Health & Safety
Monitoring at Lake Elsinore Diamond Stadium
Recommendation
Approve and authorize the Executive Director to execute an Agreement with KPA Services, LLC,
in an amount not to exceed $50,000.00 for Environmental Health and Safety Monitoring at Lake
Elsinore Diamond Stadium in such final form as approved by the Agency Attorney and authorize
the Executive Director to execute change orders not to exceed a 10% contingency amount of
$5,000.00 for uncertainties and adjustments.
Background
KPA Services specializes in providing comprehensive environmental health and safety solutions,
including risk assessments, compliance monitoring, and training programs. Contracting with KPA
Services for environmental health and safety monitoring at Lake Elsinore Diamond Stadium marks
a significant initiative consistent with the Agency’s post-dissolution obligations and agreements.
KPA Services has a deep understanding of local, state, and federal regulations related to
environmental health and safety. The City has utilized the services of KPA in connection with City-
owned facilities, and their expertise has been essential for adhering to regulatory standards and
promoting best practices in public health and safety. The Agency-owned Lake Elsinore Diamond
Stadium has not previously been included in the KPA schedule. Staff desires to take a proactive
approach to ensure the well-being of visitors and staff by ensuring that the stadium complies with
all necessary laws.
Agreement with KPA Services
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Discussion
This agreement is important as it aims to ensure a safe and healthy environment for all patrons
and staff. Regular monitoring of environmental conditions helps detect issues early, allowing for
timely interventions that can prevent accidents or health risks. The work performed under this
agreement consists of the following:
•On-Site Audits and Inspections – conduct regular audits and inspections of the stadium to
identify potential hazards, assess compliance with safety regulations, and recommend
corrective actions.
•Workplace Health and Safety Program Services – Develop and implement tailored
workplace health and safety programs to ensure the well-being of employees and visitors,
addressing key areas such as training, safety protocols, and emergency preparedness.
•Environmental Risk Management Consulting – provide expert consulting services to
identify, assess and mitigate environmental risks, helping the Agency maintain a safe and
sustainable environment.
•F&I Compliance Services – ensure compliance with applicable federal and state regulations
regarding environmental health and safety, including monitoring practices and documentation
to avoid potential liabilities.
•Remote Consulting – remote support and consulting services, allowing for ongoing guidance
and assistance in addressing health and safety concerns as they arise.
Fiscal Impact
Funds are available in the Fiscal Year 24-25 ROPS budget.
Attachments
Attachment 1 - Agreement
Exhibit A - Proposal
Public Works
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AGREEMENT FOR CONTRACTOR SERVICES
KPA Services, LLC
Environmental Health & Safety Monitoring at Lake Elsinore Diamond Stadium
This Agreement for Contractor Services (On-Call) (the “Agreement”) is made and entered into as of
October 8, 2024 by and between the Successor Agency of the Redevelopment Agency of the City
of Lake Elsinore, a public body, corporate and politic established pursuant to Section 34173 of the
Health and Safety Code (the “Agency”) and KPA Services, LLC., a corporation (the “Contractor”).
RECITALS
A.The Agency has determined that it requires the following services:
On-call Environmental Health & Safety Monitoring at Lake Elsinore Diamond Stadium.
B.The Agency has prepared a request for a proposals and Contractor has submitted to
Agency a proposal, dated March 28, 2024, both of which are attached hereto as Exhibit A
(collectively, the "Contractor's Proposal") and incorporated herein, to provide services and related
work to the Agency pursuant to the terms of this Agreement.
C.Contractor possesses the skill, experience, ability, background, certification and
knowledge to perform the services and related work described in this Agreement on the terms and
conditions Agreement.
AGREEMENT
1.Scope of Services. Contractor shall perform the services and related work described
in Contractor's Proposal (Exhibit A). Contractor shall provide such services and related work at the
time, place, and in the manner specified in Contractor's Proposal (Exhibit A), subject to the direction
of the Agency through its staff that it may provide from time to time. Contractor acknowledges that
the Scope of Services provides for 24 hour-a-day, 7 day-a-week, on-call and minor construction
support on an as needed basis.
2.Time of Performance.
a.Time of Essence. Time is of the essence in the performance of this
Agreement. The time for completion of the services and related work to be performed by Contractor
is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the
services and related work contemplated pursuant to this Agreement consistent with Contractor's
Proposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary tools,
expendable equipment, and all taxes, utility and transportation services required to perform such the
services and related work.
b.Performance Schedule. Contractor shall commence the services and related
work pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services and related work within the time period(s) established in the Contractor's Proposal (Exhibit
A). When requested by Contractor, extensions to the time period(s) specified may be approved in
writing by the Executive Director.
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c.Term and Compliance with Task/Work Order System. Unless earlier
terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and
effect for a period commencing on October 8, 2024 and ending June 30, 2025. The Agency may, at
its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 2 additional
twelve (12) month renewal terms by giving written notice thereof to Contractor not less than thirty
(30) days before the end of the contract term, such notice to be exercised by the Executive Director.
Contractor hereby agrees and acknowledges that any and all work or services
performed pursuant to this Agreement shall be based upon the issuance of a Task/Work Order by
the Agency. Contractor acknowledges that it is not guaranteed any minimum or specific amount of
work or services as all work or services shall be authorized through a Task/Work Order issued by the
Agency.
3.Compensation. Compensation to be paid to Contractor shall be in accordance with
the fees set forth in Contractor's Proposal (Exhibit A), which is attached hereto and incorporated
herein by reference. In no event shall Contractor's annual compensation exceed Fifty Thousand
($50,000.00) without additional written authorization from the Agency. Notwithstanding any provision
of Contractor's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be
reimbursed at cost without an inflator or administrative charge. Payment by Agency under this
Agreement shall not be deemed a waiver of defects, even if such defects were known to the Agency
at the time of payment.
4.Method of Payment. Contractor shall promptly submit billings to the Agency
describing the services and related work performed during the preceding month to the extent that
such services and related work were performed. Contractor's bills shall be segregated by project
task, if applicable, such that the Agency receives a separate accounting for work done on each
individual task for which Contractor provides services. Contractor's bills shall include a brief
description of the services performed, the date the services were performed, the number of hours
spent and by whom, and a description of any reimbursable expenditures. Agency shall pay
Contractor no later than forty-five (45) days after receipt of the monthly invoice by Agency staff.
5.Background Checks. At any time during the term of this Agreement, the Agency reserves
the right to make an independent investigation into the background of Contractor’s personnel who perform
work required by this Agreement, including but not limited to their references, character, address history,
past employment, education, social security number validation, and criminal or police records, for the
purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service
or pose a risk to the safety of persons or property in and around the vicinity of where the services will be
rendered or City Hall. If the Agency makes a reasonable determination that any of Contractor’s
prospective or then current personnel is deemed objectionable, then the Agency may notify Contractor
of the same. Contractor shall not use that personnel to perform work required by this Agreement, and if
necessary, shall replace him or her with a suitable worker.
6.Suspension or Termination.
a.The Agency may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10)
days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease all work
under this Agreement, unless the notice provides otherwise. If the Agency suspends or terminates a
portion of this Agreement, such suspension or termination shall not make void or invalidate the
remainder of this Agreement.
b.In the event this Agreement is terminated pursuant to this Section, the
Agency shall pay to Contractor the actual value of the work performed up to the time of termination,
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provided that the work performed is of value to the Agency. Upon termination of the Agreement
pursuant to this Section, the Contractor will submit an invoice to the Agency, pursuant to Section
entitled "Method of Payment" herein.
7.Plans, Reports, Documents
a.Ownership of Documents. All plans, studies, documents and other writings
prepared by and for Contractor, its officers, employees and agents and subcontractors in the course
of implementing this Agreement, except working notepad internal documents, shall become the
property of the Agency upon payment to Contractor for such work, and the Agency shall have the
sole right to use such materials in its discretion without further compensation to Contractor or to any
other party. Contractor shall, at Contractor's expense, provide such reports, plans, studies,
documents and other writings to Agency upon written request. Agency shall have sole determination
of the public’s rights to documents under the Public Records Act, and any third-party requests of
Contractor shall be immediately referred to Agency, without any other actions by Contractor.
b.Licensing of Intellectual Property. This Agreement creates a nonexclusive
and perpetual license for Agency to copy, use, modify, 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 that all subcontractors agree in writing
that Agency is granted a nonexclusive 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 Agency. Agency shall not be limited
in any way in its use of the Documents & Data at any time, provided that any such use not within the
purposes intended by this Agreement shall be at Agency's sole risk.
c.Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents & Data either created by or provided to Contractor in connection with the performance of
this Agreement shall be held confidential by Contractor. Contractor shall not, without the prior written
consent of Agency, use such materials for any purposes other than the performance of the services
under this Agreement. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the services under this Agreement. 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 Agency's name or insignia, photographs
relating to project for which Contractor's services are rendered, or any publicity pertaining to the
Contractor's services under this Agreement in any magazine, trade paper, newspaper, television or
radio production or other similar medium without the prior written consent of Agency.
8.Contractor's Books and Records.
a.Contractor shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to Agency for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to Contractor to this
Agreement.
b.Contractor shall maintain all documents and records which demonstrate
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performance under this Agreement for a minimum period of three (3) years, or for any longer period
required by law, from the date of termination or completion of this Agreement.
c.Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business hours,
upon written request by the Executive Director, Agency Attorney, City Auditor or a designated
representative of these officers. Copies of such documents shall be provided to the Agency for
inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually
agreed upon, the records shall be available at Contractor's address indicated for receipt of notices in
this Agreement.
d.Where Agency has reason to believe that such records or documents may
be lost or discarded due to dissolution, disbandment or termination of Contractor's business, Agency
may, by written request by any of the above-named officers, require that custody of the records be
given to the Agency and that the records and documents be maintained in City Hall. Access to such
records and documents shall be granted to any party authorized by Contractor, Contractor's
representatives, or Contractor's successor-in-interest.
9.Independent Contractor.
a.Contractor is and shall at all times remain as to the Agency a wholly
independent contractor pursuant to California Labor Code Section 3353. The personnel performing
the services under this Agreement on behalf of Contractor shall at all times be under Contractor’s
exclusive direction and control. Neither Agency nor any of its officers, employees, or agents shall
have control over the conduct of Contractor or any of Contractor’s officers, employees, or agents,
except as set forth in this Agreement. Contractor shall not at any time or in any manner represent
that it or any of its officers, employees, or agents are in any manner officers, employees, or agents
of the Agency. Contractor shall not incur or have the power to incur any debt, obligation, or liability
whatsoever against Agency, or bind Agency in any manner.
b.Notwithstanding any other federal, state and local laws, codes, ordinances
and regulations to the contrary, Contractor and any of its employees, agents, and subcontractors
providing service under this Agreement shall not qualify for or become entitled to, and hereby agree
to waive any claims to, any compensation, benefit, or any incident of employment by Agency,
including but not limited to eligibility to enroll in PERS as an employee of Agency and entitlement to
any contribution to be paid by Agency for employer contribution and/or employee contributions for
PERS benefits.
10.PERS Eligibility Indemnification. In the event that Contractor or any employee, agent,
or subcontractor of Contractor providing services under this Agreement claims or is determined by
a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to
be eligible for enrollment in PERS as an employee of the Agency, Contractor shall indemnify, defend,
and hold harmless Agency for the payment of any employee and/or employer contributions for PERS
benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the
responsibility of Agency.
11.Interests of Contractor. Contractor (including principals, associates and management
employees) covenants and represents that it does not now have any investment or interest in real
property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement
or any other source of income, interest in real property or investment which would be affected in any
manner or degree by the performance of Contractor's services hereunder. Contractor further
covenants and represents that in the performance of its duties hereunder no person having any such
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interest shall perform any services under this Agreement.
Contractor is not a designated employee within the meaning of the Political Reform Act
because Contractor:
a.will conduct research and arrive at conclusions with respect to his/her
rendition of information, advice, recommendation or counsel independent of the control and direction
of the Agency or of any Agency official, other than normal agreement monitoring; and
b.possesses no authority with respect to any Agency decision beyond rendition
of information, advice, recommendation or counsel. (FPPC Reg. 18700(a) (2).)
12.Ability of Contractor. Agency has relied upon the training and ability of Contractor to
perform the services hereunder as a material inducement to enter into this Agreement. Contractor
shall therefore provide properly skilled personnel to perform all services under this Agreement. All
work performed by Contractor under this Agreement shall be in accordance with applicable legal
requirements and shall meet the standard of quality ordinarily to be expected of competent
contractors in Contractor's field of expertise.
13.Compliance with Laws.
a.Contractor shall comply with all local, state and federal laws and regulations
applicable to the services required hereunder, including any rule, regulation or bylaw governing the
conduct or performance of Contractor and/or its employees, officers, or board members.
b.Contractor represents that it has obtained and will maintain at all times during
the term of this Agreement all professional and/or business licenses, certifications and/or permits
necessary for performing the services described in this Agreement, including a City business license.
14.Licenses. Contractor represents and warrants to Agency that it has the licenses,
permits, qualifications, insurance and approvals of whatsoever nature, which are legally required of
Contractor to practice its profession. Contractor represents and warrants to Agency that Contractor
shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this
Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor
to practice its profession. Contractor shall maintain a City of Lake Elsinore business license.
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15.Indemnity. Contractor shall indemnify, defend, and hold harmless the Agency and its
officials, officers, employees, agents, and volunteers from and against any and all losses, liability,
claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury,
loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance,
to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of
Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly
liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not
apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole
negligence or willful misconduct of the Agency or its officers, employees, agents, or volunteers and
(2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to
the injury, loss of life, damage to property, or violation of law. It is understood that the duty of
Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of
the California Civil Code. Acceptance by Agency of insurance certificates and endorsements
required under this Agreement does not relieve Contractor from liability under this indemnification
and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages
or claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
16.Insurance Requirements .
a.Insurance. Contractor, at Contractor's own cost and expense, shall procure
and maintain, for the duration of the contract, unless modified by the City's Risk Manager, the following
insurance policies.
i.Workers' Compensation Coverage. Contractor shall maintain Workers'
Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with
the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly
maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation
or non-renewal of all Workers' Compensation policies must be received by the Agency at least thirty
(30) days prior to such change. The insurer shall agree to waive all rights of subrogation against
Agency, its officers, agents, employees and volunteers for losses arising from work performed by
Contractor for Agency. In the event that Contractor is exempt from Worker's Compensation
Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of
the State of California, Contractor shall submit to the Agency a Certificate of Exemption from
Workers Compensation Insurance in a form approved by the Agency Attorney.
ii.General Liability Coverage. Contractor shall maintain commercial
general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence
for bodily injury, personal injury and property damage. If a commercial general liability insurance
form or other form with a general aggregate limit is used, either the general aggregate limit shall
apply separately to the work to be performed under this Agreement or the general aggregate limit
shall be at least twice the required occurrence limit. Required commercial general liability coverage
shall be at least as broad as Insurance Services Office Commercial General Liability occurrence
form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering
comprehensive General Liability and Insurance Services Office form number GL 0404 covering
Broad Form Comprehensive General Liability. No endorsement may be attached limiting the
coverage.
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iii.Automobile Liability Coverage. Contractor shall maintain automobile
liability insurance covering bodily injury and property damage for all activities of the Contractor
arising out of or in connection with the work to be performed under this Agreement, including
coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars
($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at
least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1
("any auto"). No endorsement may be attached limiting the coverage.
b.Endorsements. Each general liability and automobile liability insurance policy
shall be with insurers possessing a Best's rating of no less than A:VII and shall be endorsed with the
following specific language :
i.Notwithstanding any inconsistent statement in any required insurance
policies or any subsequent endorsements attached thereto, the protection offered by all policies, except
for Workers’ Compensation, shall bear an endorsement whereby it is provided that, the Agency and its
officers, employees, servants, volunteers and agents and independent contractors, including without
limitation, the Executive Director and Agency Attorney, are named as additional insureds. Additional
insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same
extent as any other insureds and there shall be no limitation to the benefits conferred upon them other
than policy limits to coverages.
ii.This policy shall be considered primary insurance as respects the
Agency, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance
maintained by the Agency, including any self-insured retention the Agency may have, shall be
considered excess insurance only and shall not contribute with it.
iii.This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with respect to the limits of liability of the
insuring company.
iv.The insurer waives all rights of subrogation against the Agency, its
elected or appointed officers, officials, employees or agents.
v.Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Agency, its elected or appointed officers, officials, employees, agents
or volunteers.
vi.The insurance provided by this Policy shall not be suspended, voided,
canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been
received by the Agency.
c.Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the Agency. At the Agency's option, Contractor shall
demonstrate financial capability for payment of such deductibles or self-insured retentions.
d.Certificates of Insurance. Contractor shall provide certificates of insurance
with original endorsements to Agency as evidence of the insurance coverage required herein.
Certificates of such insurance shall be filed with the Agency on or before commencement of
performance of this Agreement. Current certification of insurance shall be kept on file with the
Agency at all times during the term of this Agreement.
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17.Notices. Any notice required to be given under this Agreement shall be in writing and
either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the
other party at the address set forth below. Notice shall be deemed communicated within 48 hours
from the time of mailing if mailed as provided in this section.
If to Agency: Successor Agency of the Redevelopment Agency of the City
of Lake Elsinore
Attn: Executive Director
130 South Main Street
Lake Elsinore, CA 92530
With a copy to:City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Contractor:KPA Services, LLC
Attn: Sean Cohen
1380 Forest Park Circle, Suite 140
Lafayette, CO 80026
18.Assignment and Subcontracting. The parties recognize that a substantial inducement
to Agency for entering into this Agreement is the reputation, experience and competence of
Contractor. Contractor shall be fully responsible to Agency for all acts or omissions of any
subcontractors. Assignments of any or all rights, duties or obligations of the Contractor under this
Agreement will be permitted only with the express consent of the Agency. Contractor shall not
subcontract any portion of the work to be performed under this Agreement without the written
authorization of the Agency. If Agency consents to such subcontract, Contractor shall be fully
responsible to Agency for all acts or omissions of those subcontractors. Nothing in this Agreement
shall create any contractual relationship between Agency and any subcontractor nor shall it create
any obligation on the part of the Agency to pay or to see to the payment of any monies due to any
such subcontractor other than as otherwise is required by law.
19.Waiver. Waiver of a breach or default under this Agreement shall not constitute a
continuing waiver of a subsequent breach of the same or any other provision under this Agreement.
20.Litigation Expenses and Attorneys' Fees. If either party to this Agreement
commences any legal action against the other party arising out of this Agreement, the prevailing
party shall be entitled to recover its reasonable litigation expenses, including court costs, expert
witness fees, discovery expenses, and attorneys' fees.
21.Mediation. The parties agree to make a good faith attempt to resolve any disputes
arising out of this Agreement through mediation prior to commencing litigation. The parties shall
mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable
to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS
shall provide the parties with the names of five qualified mediators. Each party shall have the option
to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall
hear the dispute. If the dispute remains unresolved after mediation, either party may commence
litigation.
22.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
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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. For breach or violation of this warranty, Agency shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of Agency, during the term of his or her service with Agency, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
23.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.
24.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
16000, 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. Contractor
agrees to fully comply with all applicable federal and state labor laws (including, without limitation,
if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the work
or services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non-
payment of prevailing wages under California law, and Contractor hereby agrees to defend,
indemnify, and hold the Agency, and its officials, officers, employees, agents, and volunteers, free
and harmless from any claim or liability arising out of any failure or alleged failure to comply with
the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.
25.Severability. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
26.Controlling Law Venue. This Agreement and all matters relating to it shall be governed
by the laws of the State of California and any action brought relating to this Agreement shall be held
exclusively in a state court in the County of Riverside.
27.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 to bind each respective party. The Executive Director is authorized to enter into
an amendment or otherwise take action on behalf of the Agency to make the following modifications
to the Agreement: (a) a name change; (b) grant extensions of time; (c) non-monetary changes in the
scope of services; and/or (d) suspend or terminate the Agreement.
28.Counterparts. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties when
at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
29.Entire Agreement; Incorporation; Conflict. This Agreement contains the entire
understanding between the parties relating to the obligations described herein. All prior or
contemporaneous understandings, agreements, representations and statements, oral or written, are
superseded in total by this Agreement and shall be of no further force or effect. Contractor’s Proposal
is incorporated only for the description of the scope of services and/or the schedule of performance and
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no other terms and conditions from such proposal shall apply to this Agreement unless specifically
agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained
in the Contractor’s Proposal.
30.Amendments. This Agreement may be modified or amended only by a written
document executed by both Contractor and Agency and approved as to form by the Agency Attorney.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date
first written above.
“AGENCY”
SUCCESSOR AGENCY OF THE
REDEVELOPMENT AGENCY OF THE CITY OF
LAKE ELSINORE, a public body, corporate and
politic
Executive Director
ATTEST:
Agency Clerk
APPROVED AS TO FORM:
Agency Attorney
Assistant Executive Director
“CONTRACTOR”
KPA Services, LLC
By:Sean Cohen
Its:Click or tap here to enter text.
Attachments: Exhibit A – Contractor’s Proposal
EXHIBIT A
EXHIBIT A
CONTRACTOR'S PROPOSAL
[ATTACHED]
Exhibit I
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Har-Com & ER
, iilety rrogranr 1lrP2) & PPE
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I onllne AccldE[t ortlng
, self-lnspectlon (Safety)
I self-lnspection (Envlrotlrnental)
Self{ns ectlon (
: Loss Bun lm
EMERGENCY ONSITE SUPPORT
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onslte Safety Audits
onsite Best Plactlces Audlts
MEnagement Tralnlng
onsite Authorln8 of HMMBP
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WEBINAR CONSUTTATION
EMERGENCY TITEPHONE SUPPORT
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Exhibit I
Packa o e d Servic . Software Featu re Definitio n
MSDS: Assist Client in completing and p€riodically updathg ils hazardous subslanc€ chemical Inventory. For MSDSI9OT &
iLiUlgNfS pactagss client is responsiote lor providing KPA wilh an initial chemical lnventory for slstem lopulatio_n.-Client is
resfonslUte tbr rouiinely updating i;v6ntory wilh new or prsviously unidenlited chemical products. Obtain Malerial Safely Dal6
sh;ets {MSDS) to the;xGnt available lo KPA lrom manufacturers or suppliers for substancss listed on inilial Cllent chemlcal
;;;;iil-;;;;il ih*" la.oii ivairaun oaine through uss of rhe KPA MSDS online 6ewlca. whon requosled b}, client ro,
;; J;H; ";;; rpe aurerminos it aortssbte trori lime"tolims. KPA will updale MSDS lisling torrewchemicsls liBted on
Ciienls crremlcat tnventory, subject to availability lrom marufacturers and.supp]iers and Ecc€ssibility to KPA- Client ls reaponsible
lor roulinely obtalning MSbSs br new or previously unidenlif€d chemical producls'
DOT: Provide 24-hour shipping emergency hotlioe use. P,ovide a 24-hour tolephone numbor lo b€ used.by cli€nt a3 8n
lemirgency contact number, on all shipme;b barring lhe facllity involviog hazadous matodals. Provide unlimlad accass to
rCe;sbnli;c oor Hazsrdous Material; cedilication bourse. Piovide onine access to myKPAonline teeoutces, where onlioe
ratni;o tn8trucllons. oosters exolaining lhe shipping holline system, poslo6 rvilh the shlpplng hollino number. and completed
iiliiiiji l'"'i.i,iiii riirJ" iL-ariiliure. - pro"ia" bn-iitu, ongofig prolram support using KPA slan engineers durins reoularlv
scheduled vlslts, (if applicable).
LMS- Haz.com, ER, Hsz.Wasto & MVACI Access lo oflline kalning couBos for Hazard com unlcatioo, Emergsncy Response,
irr"ru*i w"iti .ni Molor vshtcle Ai, conditloning Section 609 T;ainhrgs. Accass toonline contont ls subiectlo lho Te,ms of
Use and privaoy polic, statercnfs posteJ on the slte-al rvww mykoaonlinelcorn and sccspted by each usgt upoo infllal use ol th€
site.
LMS - ppE, B.ck, Eye.,,: Acc€ss to online lraioing courses for Personal Prolectivo Equipment, Back lniury P.evention, Eye
tniury preventron, Fortlh S€foty Tratnlng, Fofifin T;inlng Roquirement$ for Supervisors, Accident ln!€stigation Techniques'
i:;1r;;;i;;;;i;niii iruiutr to m" iir*s or Use and-Privaiy Policy statemsnls posled on lhe site at vy{,/w mvkoaonline'com
and accopted by sach user upon initi6l uso o[ lhe site-
Haz Com & ER programa: Write and updete clientb Hazsrd Communlcation Ptogram to comply with the ledeIal Hszard
co|nmunicslon Stsndard. This documonl Mll include an explanotion of how Client c€n meet GquiremenB for labeling, MSoS
snd empbyee lnformalion and lrslning. slong with a vnitten snlploy€e training program. w,it€ lhe clieors Emergency R€spome
plan to bsiollowed in lhe event o[ a reteasjor hrealened r€leass of a hazardous material. This plan Mlincluds the followlng:
1) Procedures {or emorgEoc1 notilication of adminlstering agency(s) 8nd local emergency p€rsonnel' 2) Sleps to
miligate damag€ lo p€Bons, p,operty and ths environmenl. 3) Evacuation procedu(es, if spplicable' 4) Facil'ty diagram 8s
required by regulatory sgencios.
Sarety Program (lrPr) & PPE: P,epare a w.ittel client Health and ssfety Policf 6nd lnjury Proventlon Program that i8 coosislont
v/ilh management obiectives,
Acfion ltom Maragemont: Leveraging the myKPAon]ine syslefi KPA will assisl management in €stablishlng proc€duros fo'
Clieot lo evaluate 8;d cotrect workplaco hazards identified by Cllenl'
onllno Accldg Roportng: Access to the onlhe accident repoding 6y8tem lo myKPAonline.com and accompanylng feporling
tools.
selflnsl,ectlon(sa,6ty},(Envlronmental}&(DoT)iAccosstoperiodicallypublishEd.(f6quoncyllstedlnserviceslabl6),self
t.."".r-ii" "rrlrrl .nririnrirentat ana oOiionirs tnir can ue cr;pleted by users of lle myKP,Aoflline system... D€liclsnt ltems
il;ffi;';ilili;;; ""iii"ip*ti-i "in
u" promored into rhe issue manag€menr sysrsm for lollow up by cllenl.
lncldotlt Mansgomentt online tralohg vJill be made avallablo to employ66s of clhnt involved ln ac'ideot invesligatlon' Thls
ii"i"ing,"iii "0fi"t" "lients
on best management practices for lncidEnt management to drlve a reduction ln luture loss€s.
Loss Run lmporta: Availabilityota loss run import systemvlrere cli€nt provides €lectronic Loss Run Data for direct import Into
myKPAonline systom by KPA. lmport subjecl to dala limitations'
Pac oed Serv ices. Se rvices F eature Defi nition:
SclilManasgment:Assistclientmanagomentln.seiectingmgmbersoflhesaGtycommitteeforclient.AssistlheSaloty
committoe in maintaining an ongoing employee Sat€ty progrem
cA llpp I Fut(re(hP2): Serve a3 a$btant to lha safety commilte€ 6s lha! committee carrlee oui its responsibility to: 'l) scheduls
and cqduct safoty commiuee meetings. 2) Ensuro tttst mandated periodic wo*slte lnspecllons are conducled by dosignated
Client personnel, i) Establisn procsdures to clmmunicate ldth wo'kers on safely matl€rs'
Kl'A Moslcrl Ol 1614
Exhibit I
Onslto Envl.onm.rtal, Srloty and Best Practlces Aidlts: Asslst Clisnt in ld€ntitying hazadou$ wades gensrated al the
Client's tacility. Periodically ,eview existing hazadous waste management procedu,es for identified hazardous \raslos genorat€d
at lho Clisnt's tacility. This will include a review of Clients oxis ng regislralion as a hazardous waste generator (EPA l.O. No.),
proc€dures formanaghg collection manifests, r€ceipls and olher r€cords, hazardous wastg handling and slorago practices, and
hazardous wasle contalner labeling. P.ovide management ioformalion on Foper handling and administ.alion of identilied
hazardous wastes generaled at lhe Client's tacility as ,equired by final fedoral, slate and local admhistrative reg[lation3. Provlde
guidanc€ for eadl ldentified hazardous wast€ gensrat€d al lhe Cliont's lacility. ldsnlify opporiunili€s wh€ro Clienl can reduca
eilher the volumo and/or costs of hazsrdous waste disposal.
Managoment Tralnlng: KPA willconducl managem8nt lreiniog on we orthe myKPAonline system. Thisl.slning willbe provlded
to ensuro lhal all Clienl represenlatives who attend lhs training session are tamiliar \Uth systom functionalily and use.
Onslte Tra||tlno (HC, ER & HWlt Provide Hazard Communication lralnlng to lhose employoes of Cllont v,/ho altend tralnlng
sessions announcod by Clenl. Provido emergenc, r€sponse tralnlng on safely procedures lo be follow€d ln theovent ofa rolease
or lhteatooed release ol a hazardous material- Perform annual refrssher traioing for employees of Client who altend trainlng
seeslons announced by Client.
Onslto Tral|lhrg (PPE, EYE...) P.epare and/or administer employeo tlaining to lhos6 employees of Client Mlo sltood training
sessions announced by Client that are conslstentwith Clisnt's safety prograo and wilh direcUon ptovided by Clienl's Commitle6.
KPA onsite lralnlng admlflblration ryill be limited lo a maxlmum ol t hour por client vieit. T.ainiog may include aly oflho following,
as sgreed to by KPA and lhe dient doring each visit:
Housekeeping
Personal Protediv€ Equipmenl
Slips, Trips and Fals
+ SPCC A d-On Service Feature Definition:
Asb$tos Av/'areness
Eack lnjury Pr6vention
Ddving Sarety
Eloctdcal Saloly
Emergency Responso
Eyo lniury Prevenlion
First Ald Awareness
Forklift Saf6ty
Gsn€ral Orric€ Safsty
ceneral Shop Safoty
Hand lnlury Prevention
Hazaadous Waste
Haz8rd Communication
Heariog Congervalion
Heat lllnesg P,evention
splll Pr€venllon conlrol & counlemeasur€3 Plan (sPCC) KPA v,/ill prepare a Spill Prevention, conlrcl and
C;untermeasuro plan tor cllent facillty. Plan will be basod upon ,edotal SPCC regulalion 8nd guldelin€s, v,ihich aro linal,
aod in 6tfad as ol the dato of thls Agreem€nt or a6 modill€d by subsoqusnt Exhibils, Any changes and addilions to those
r€gulalions and guidelines aner the dato ol lhis Agrs€ment may r€qul e an addilion to one of lhe Exhiblls, an amendmenl
to-this Agreem;nt, or bolh, lo provide ,or addillonal soMcos and ,elated servic6s. Spill P.evenlion, Cont.ol 8nd
Countemeasure Plan willb€ signed /stamped by a Professional Eogineer.
+ RPP d-On Service F eature nl tion:
Wrltton Paogrim: Provlde Clients Respirslory Proteclion P,ooram b83ed on slate and ,edsral regulalions. This document wifl
hcluds lnformation oI|: 'l) Physical limitatiom tor r€splfalor vrearets, 2) Rosplrato( selection, 3] lnst.uction and tralnlng.4)
lnspeclion, maiolenance, deaning ard storage ot respiratoB, 5) Employee lraining, 6) Oient resporsibilly lo onsura ad€quato
medicat surveiltance ot pmspective resplrator wearers. Th€ wflten progGm wlll be storsd ln the myKPAonllne syst€m end KPA
will provide managomgnt o,iontatior on rosplrator prog.sm and recordkesdng requir€m€nts.
Onllno Resplralory Tralnlng! Provide employee tralning on respiraior use and maintenanc€. T,aining to incfude: ,easoos for
respiratory proteclion, effeds of resplratory hazards, discussion of engineering coot.ols versus respilator use, reslliratorseleclion,
dbcussion of operalion capsbililies snd limitalhns ot seleclod respirato(6), instruction in inspecling, donnhg. drecting the fl and
r earing respl,stors, lit tostlng, maintenanco and slorago ofrespirators.
Onllns 0H fralnlng (avsllabls January 201'l): Access to an online lraining courses to addr€ss federal6H regulalions, Access
lo onllne ca tent ls-€ublect to th6 T6rma of Use and Privacy Polloy statsmsnts posted on the sile at Ua@lyBqagu!9io@ 8nd
accepted by sach usg. upon initialuse ofthe site.
Onslte Flt Tgstng: prepare 8nd/or administer amployee t aining to lhose employees of Cllgnt l',/ho attend kalnlng s€sslon8
annouoced by Client. Training may indude tosling tor respkator lil, inslruclioo on donning, checking lho lit, wearing resplfstols.
maintenan@ and storage of r€Splrators.
re Definition+C R d-On S ervice Feat u
Kl'A illlrtcrl M l614
Exhibit I
Oata Gath..lng lnterview Consult: KPA vdil work i,ilh management over the phone to idenlify and quantiv gpplicablg Client
hazardous \yaste management expenses. Su.h expenses to be revie!rcd and, as required, lpdated annually. KPA will perfotm
calculations nece$sary to allocale these expenses lo particular maintenance funclions.
Wrilten p.ograni pr€pare cost recovery documentation, includiflg a malrix summarizing cosl recovery calculalions-
Documentation to be paepared and updaled in a manner co!)sistent \,rlh guidanc,e provided to I(A by the ovsrseeing rogulatory
agency. Provido a cuslomer nolificalion sign with vrording adenlifying the nature of (hese customer charges
ODsite Documenta0on catherlng KPA \riilwork i4ith managenrent onsrG to identify and quantify appllcabls Client hazardous
vasle managoment expenses. such expenses to be reviewed and, as required, updaled annually. KPA will perfoml
calcllations necessary to allocn(e liese expenses lo partcular maintenance lunclions.
onsito Managetnent Tralnlng: Provide onsite management lraining on installing client cost racovery system.
+ BP(CA l Add-On Servic e Feature Defin ition:
Remolo Auflrorlng of HMMBPT Assist managemon{. over lhe phone lo develop and, as required by lhe Califolnia, Certified
program Agency (CUPA), update a Clierfs businesc Plan (Hazardous Materials Maoagenle[t Plar) ba$ed on CUPA
,"quirra",ri". This plan willinclude the hazardous matedal invenlory, lhe Emergency Response Plan and ao employo€ training
plan. Updale plan as required by CUPA.
Onslte Authorlng ofHMMBP:Assist management onsite todeyelop snd, as rcquired by the Califomia, Cedilied Progran) Agenqy
(CUPA), update a Client s business PIan (Hazardous Materials Management Plan) based on CUPA requi(enlenls. This pl6n vrill
include the hazardous material inventory, th€ Eme.gency Response Plao afld ao employee lraining plan. Updateplan as {equied
by CUPA.
FsClllty Map w/ Haz Mat Locations Pregare a Facilily nrap lhat shows the locations of Hazardous Maledals in quantilies above
CUPA reporthg lhresholds.
Documort Hosting ln myKPAonline: Hostthe Busine$ Plan in tho myKPAonline system in the documenB section.
Hourlv Consultin qSe rvices can inelude..,
The foflowing progfams can be customized and, at upon requ6st, wlll be quoted on an hourly basis:
Bloodbome Pathogen control Program
Lochout Tag-out /Mark-out Program
Fall P(otectiofi Prograrl
Hot Works / Fire Safety /Welding Program
Ergooomics Prog.8m
Subcontractor Safety Progranl
Contined Space EnkY Prog(am
Headng Conservation Ptogram
Mobile Service Ssfety P,ogram
DOT Salety lordrivers Program
Hazwopper lraining
Unde.grouM Slolage Tank Progranr
Stom Watet Pcllution Prevention Plan
lndustrialWaste Waler Audit ,/ Program
Lead Abatement Assossmenl I Program
Methylene Chloride safety Progranl
Preliminary Envlronmenlal Assessment
FIFRA Comp,iance
KPA Mtrstcrl (U l614