AMENDMENT NO. 2 TO AGREEMENT NO. C2020-217
On-Call Safety Services
City Budget Code: 64004-53201
This Amendment No. 2 (“Amendment”) to City Agreement No. C2020-217, entitled On-Call Safety Services (“Agreement”), by and between the City of Napa, a California charter city (“City”), and Du-All Safety, LLC (“Consultant”), is effective on the Effective Date identified on the signature page.
RECITALS
City and Consultant entered into the Agreement, effective September 21, 2020, for an amount not to exceed $75,000.00, pursuant to which Consultant agreed to perform certain services described in the Agreement (“Services”), generally including Environmental Health and Safety Training, Safety Inspections and Assessments, and Safety and Environmental Services. City and Consultant previously entered into Amendment No. 1 to the Agreement, effective June 24, 2021.
City has determined that additional Services (“Additional Services”) are required to continue, modify, or expand the Services performed under the Agreement, as set forth in the Scope of Additional Services and Schedule of Performance, attached hereto as Exhibit “A” and incorporated herein by reference.
NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as follows:
INCORPORATION BY REFERENCE. Unless otherwise specified, all subsequent references to the Agreement are deemed to mean the original Agreement as modified by any amendments preceding this Amendment, if any. This Amendment incorporates the Agreement by reference, except and only to the extent that any terms or conditions of the Agreement are specifically modified by this Amendment. All terms and conditions in the Agreement that are not specifically modified by this Amendment remain in full force and effect.
SCOPE OF ADDITIONAL SERVICES. Consultant will perform the Additional Services described in Exhibit “A” in accordance with the terms and conditions of this Amendment.
PAYMENT. City will compensate Consultant for satisfactory performance of the Additional Services in an amount not to exceed $350,000.00. The cumulative total compensation payable to the Consultant will not exceed $475,000.00 without prior written authorization from the City (based on $125,000.00 for the original Agreement and any prior amendments thereto, plus $350,000.00 for this Amendment).
ENTIRE AGREEMENT. The Agreement, as modified by this Amendment, constitutes the entire integrated understanding between the parties concerning the Additional Services. This Amendment supersedes all prior negotiations, agreements and understandings regarding the Additional Services, whether written or oral. The documents incorporated by reference into this Amendment are complementary; what is called for in one is binding as if called for in all, except and only to the extent otherwise specified. If any provision in an exhibit to this Amendment conflicts with or is inconsistent with a provision in the body of this Amendment, the provisions in the body of this Amendment will control over any such conflicting or inconsistent provisions.
SIGNATURES. The individuals executing this Amendment represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Amendment on behalf of the respective legal entities of Consultant and City. This Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and authorized assigns.
IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective on the Effective Date set forth below.
CITY: CONSULTANT:
CITY OF NAPA, a California charter city Du-All Safety, LLC, a California limited liability company By: By:
Steve Potter, City Manager Mike Connelly, Member
ATTEST:
Tiffany Carranza, City Clerk
Date:
(“Effective Date”)
COUNTERSIGNED:
Joy Riesenberg, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
EXHIBIT “A”
SCOPE OF ADDITIONAL SERVICES AND SCHEDULE OF PERFORMANCE SCOPE OF SERVICES. Consultant will perform the Services described in this Exhibit “A’, in accordance with the terms of the agreement.
Environmental Health and Safety Training in compliance with current regulations and City of Napa's written programs and policies.
Facility Safety Inspections and Safety Program Assessments including:
Comprehensive environment, health, and safety compliance assessment Site inspection and risk assessment report
Engineering & administrative control recommendations
Hazardous materials and waste compliance
Determine employee training requirements
Review of existing safety programs and policies –
Record keeping review gap analysis
Report detailing compliance status
Recommendations and suggested Plan of Action
Safety and Environmental Services including:
On- Site hearing tests and respirator fit tests
Develop/ update written programs
Conduct regular site safety inspections
Maintain chemical inventory& SDS
Conduct regular employee training
Conduct regular safety meetings
Maintain an annual safety plan of action
Hazardous Materials Business Plan
Air Permitting
Spill Prevention, Control and Countermeasure Plan
2.0 REQUEST FOR SERVICES
Upon request by City, Consultant will provide the Services described above beginning on September 1, 2020 and ending on June 30, 2025. The Services will be provided for a variety of individual matters, as required by the City. Upon request by the City' s Authorized Representative for Consultant to perform Services for a particular matter, Consultant will provide a written estimate of the time within which Services for the matter will be completed, and the estimated cost for providing the requested Services. Following written authorization from the City' s Authorized Representative. Consultant will perform and complete the Services as specified in the written authorization. Consultant is not entitled to payment for any Services performed without a written authorization, or for Services that exceed the scope of a written authorization. For purposes of this Section, the written estimate and written authorization may be provided on paper or in an electronic form.
Amendment to Agreement Page 2 of 3 Form 2.2.1 (2018-01-12) On-Call Safety Services
ATTACHMENT 1