Contract - JIMNI - 2013-08-26 AGREEMENT FOR
PUMP STATION TRAINING AND INSPECTION SERVICES
(JIMNI Systems, Inc.)
This Agreement ("AGREEMENT") is made and effective as of 409 ZOh
20 '.3 , between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and
JIMNI Systems, Inc., a California Corporation ("CONTRACTOR"). In consideration of
the mutual covenants and conditions set forth herein, the parties agree as follows:
Recitals
WHEREAS, the DISTRICT had one full time employee responsible for
maintaining and inspecting all twenty sewer pump-stations owned and operated by the
DISTRICT; and
WHEREAS, the employee was recently separated from employment with the
DISTRICT; and
WHEREAS, the DISTRICT needs to train its staff on pump station preventive
maintenance and inspection services; and
WHEREAS, the CONTRACTOR has demonstrated experience and knowledge to
provide training and inspection services to DISTRICT staff; and
WHEREAS, the CONTRACTOR has submitted a proposal to provide training and
inspection services; and
WHEREAS, the DISTRICT finds it in the public's best interest to enter into an
agreement with CONTRACTOR to provide said services;
NOW, THEREFORE the parties hereto agree as follows:
1. TERM
This AGREEMENT shall commence on August 26, 2013, and shall remain and
continue in effect until October 31, 2013 for the tasks described herein unless sooner
• terminated pursuant to the provisions of this AGREEMENT.
2. SERVICES
CONTRACTOR shall perform the tasks described and set forth in Exhibit A,
attached hereto and incorporated herein as though set forth in full. CONTRACTOR
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shall complete the tasks according to the schedule of performance which is also set
forth in Exhibit A.
3. PERFORMANCE
CONTRACTOR shall, at all times, faithfully, competently, and to the best of
his/her/its ability, experience, and talent perform all tasks described herein.
CONTRACTOR shall employ, at a minimum, ,generally accepted standards and
practices utilized by persons engaged in providing similar services as are required of
CONTRACTOR hereunder in meeting its obligations under this AGREEMENT.
CONTRACTOR shall warrant that all services provided and equipment installed shall
perform in a workmanlike manner and be fit for its particular purpose.
4. DISTRICT MANAGEMENT
The General Manager shall represent DISTRICT in all matters pertaining to the
administration of this AGREEMENT, including review and approval of all products
submitted by CONTRACTOR. Notwithstanding the foregoing, the General Manager's
authority to enlarge the tasks to be performed or change CONTRACTOR's
compensation is subject to Section 5 hereof.
5. PAYMENT
(a) DISTRICT agrees to pay CONTRACTOR in accordance with Exhibit A,
attached hereto and incorporated herein by reference. This amount shall not exceed
Twenty One Thousand Seven Hundred Sixty Dollars ($21,760.00) for the total term of
this AGREEMENT unless additional payment is approved as provided in this
AGREEMENT. Said sum includes travel and other costs.
(b) CONTRACTOR shall not be compensated for any services rendered in
connection with its performance of this AGREEMENT that are in addition to those set
forth herein, unless such additional services are requested in a written change order
and are approved in advance and in writing by DISTRICT. The written change order
requirement cannot be waived. The General Manager may approve change orders for
additional work not to exceed the cumulative value of ten percent (10%) of the total
contract sum or $15,000,. whichever is greater. Any additional work in excess of this
cumulative amount shall be approved by the Board of Directors.
(c) CONTRACTOR will submit invoices upon task completion unless
otherwise agreed. Payment shall be made within thirty (30) days of receipt of each
invoice as to all non-disputed fees. If DISTRICT disputes any of CONTRACTOR's fees,
DISTRICT shall give written notice to CONTRACTOR within thirty (30) days of receipt of
an invoice of any disputed fees contained in the invoice.
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6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The DISTRICT 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 written notice. Upon receipt of said notice, the CONTRACTOR shall
immediately cease all work under this AGREEMENT, unless the notice provides
otherwise. If the DISTRICT 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
DISTRICT shall pay to CONTRACTOR the actual value of the work performed up to the
time of termination, provided that the work performed is of value to the DISTRICT.
CONTRACTOR shall immediately turn over all work-product to DISTRICT in a readily
usable form. Upon termination of the AGREEMENT pursuant to this Section, the
CONTRACTOR will submit an invoice to the DISTRICT pursuant to Section 5.
7. DEFAULT OF CONTRACTOR
(a) The CONTRACTOR's failure to comply with the provisions of this
AGREEMENT shall constitute a default. In the event that CONTRACTOR is in default
for cause under the terms of this AGREEMENT, DISTRICT shall have no obligation or
duty to continue compensating CONTRACTOR for any work performed after the date of
default and can terminate this AGREEMENT immediately by written notice to the
CONTRACTOR. If such failure by the CONTRACTOR to make progress in the
performance of work hereunder arises out of causes beyond the CONTRACTOR's
control, and without fault of negligence of the CONTRACTOR, it shall not be considered
a default.
(b) As an alternative to the procedure for immediate termination for default set
forth in subparagraph (a), if the District Manager or his/her delegate determines that the
CONTRACTOR is in default in the performance of any of the terms or conditions of this
AGREEMENT, he/she may in his/her discretion cause to be served upon the
CONTRACTOR a written notice of the default and demand to cure. The
CONTRACTOR shall have ten (10) days after service upon it of said notice to cure the
default by rendering a satisfactory performance. In the event that the CONTRACTOR
fails to cure its default within such period of time, the DISTRICT shall have the right,
notwithstanding any other provision of this AGREEMENT, to terminate this
AGREEMENT without further notice and without prejudice to any other remedy to which
it may be entitled at law, in equity or under this AGREEMENT.
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8. OWNERSHIP OF DOCUMENTS
(a) CONTRACTOR shall maintain complete and accurate records with
respect to the professional services required by this AGREEMENT and will produce the
work product specified in Exhibit A and other such information required by DISTRICT
that relate to the performance of services under this AGREEMENT. CONTRACTOR
shall maintain adequate records of services provided in sufficient detail to permit an
evaluation of services. All such records shall be maintained in accordance with
generally accepted accounting principles and shall be clearly identified and readily
accessible. CONTRACTOR shall provide free access to the representatives of
DISTRICT or its designees at reasonable times to such books and records; shall give
DISTRICT the right to examine and audit said books and records; shall permit
DISTRICT to make transcripts therefrom as necessary; and shall allow inspection of all
work, data, documents, proceedings, and activities related to this AGREEMENT. Such
records, together with supporting documents, shall be maintained for a period of three
(3) years after receipt of final payment.
(b) Upon completion, termination, or suspension of this AGREEMENT, all
work product reduced to any medium and other documents prepared in the course of
providing the services to be performed pursuant to this AGREEMENT shall become the
sole property of the DISTRICT and may be used, reused, or otherwise disposed of by
the DISTRICT without the permission of the CONTRACTOR. With respect to computer
files, CONTRACTOR shall make available to the DISTRICT, at the CONTRACTOR's
office and upon reasonable written request by the DISTRICT, the necessary computer
software and hardware for purposes of accessing, compiling, transferring, and printing
computer files. Said software and hardware shall be made available to DISTRICT at
CONTRACTOR's cost.
9. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for CONTRACTOR's services, to the fullest extent
permitted by law, CONTRACTOR shall indemnify, protect, defend, and hold harmless
DISTRICT and any and all of its officials, employees, and agents from and against any
and all losses, liabilities, damages, costs, and expenses, including attorney's fees and
costs to the extent the same arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of CONTRACTOR, its officers, agents, employees,
or subcontractors (or any entity or individual that CONTRACTOR shall bear the legal
liability thereof) in the performance of professional services under this AGREEMENT.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the fullest extent permitted by law,
CONTRACTOR shall indemnify, defend, and hold harmless DISTRICT and any and all
of its employees, officials, and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
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proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or
threatened, including attorney's fees and costs, court costs, interest, defense costs, and
expert witness fees), where the same arise out of, pertain to, relate to, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this AGREEMENT by CONTRACTOR or by any individual or entity for which
CONTRACTOR is legally liable, including, but not limited to, officers, agent, employees,
or subcontractors of CONTRACTOR.
10. INSURANCE,
CONTRACTOR shall maintain prior to the beginning of and for the duration of
this AGREEMENT insurance coverage as specified in Exhibit B attached to and made
part of this AGREEMENT.
11. INDEPENDENT CONTRACTOR
• (a) CONTRACTOR is and shall at all times remain as to the DISTRICT a
wholly independent CONTRACTOR. 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 DISTRICT 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 DISTRICT. CONTRACTOR shall not incur or have the power to incur any
debt, obligation, or liability whatsoever against DISTRICT or bind DISTRICT in any
manner.
(b) No employee benefits shall be available to CONTRACTOR in connection
with the performance of this AGREEMENT. Except for the fees paid to CONTRACTOR
as provided in the AGREEMENT, DISTRICT shall not pay salaries, wages, or other
compensation to CONTRACTOR for performing services hereunder for DISTRICT.
DISTRICT shall not be liable for compensation or indemnification to CONTRACTOR for
injury or sickness arising out of performing services hereunder. a
12. LEGAL RESPONSIBILITIES
The CONTRACTOR shall keep itself informed of State and Federal laws and
regulations which in any manner affect those employed by it or in any way affect the
performance of its service pursuant to this AGREEMENT. The CONTRACTOR shall at
all times observe and comply with all such laws and regulations. The DISTRICT and its
officers and employees shall not be liable at law or in equity occasioned by failure of the
CONTRACTOR to comply with this Section.
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13. UNDUE INFLUENCE •
CONTRACTOR declares and warrants that no undue influence or pressure has
been used against or in concert with any officer or employee of the DISTRICT in
connection with the award, terms, or implementation of this AGREEMENT, including
any method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the DISTRICT will receive compensation, directly or indirectly,
from CONTRACTOR or from any officer, employee, or agent of CONTRACTOR in
connection with the award of this AGREEMENT or any work to be conducted as a result
of this AGREEMENT. Violation of this Section shall be a material breach of this
AGREEMENT entitling the DISTRICT to any and all remedies at law or in equity.
14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of DISTRICT, or their designees or agents, and
no public official who exercises authority over or has responsibilities with respect to the
project during his/her tenure or for one year thereafter shall have any interest, direct or
indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be
performed in connection with the project performed under this AGREEMENT.
15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST
(a) All information gained by CONTRACTOR in the performance of this
AGREEMENT shall be considered confidential and shall not be released by
CONTRACTOR without DISTRICT's prior written authorization. CONTRACTOR and its
officers, employees, agents, or subcontractors shall not, without written authorization
from the General Manager or unless requested by the District Counsel, voluntarily
provide declarations, letters of support, testimony at depositions, response to
interrogatories, or other information concerning the work performed under this
AGREEMENT or relating to any project or property located within the DISTRICT.
Response to a subpoena or court order shall not be considered "voluntary" provided
CONTRACTOR gives DISTRICT notice of such court order or subpoena.
(b) CONTRACTOR shall promptly notify DISTRICT should CONTRACTOR or its
officers, employees, agents, or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, requests for
admissions, or other discovery request, court order, or subpoena from any person or
party regarding this AGREEMENT or the work performed thereunder or with respect to
any project or property located within the DISTRICT. DISTRICT retains the right, but
has no obligation, to represent CONTRACTOR and/or be present at any deposition,
hearing, or similar proceeding. CONTRACTOR agrees to cooperate fully with DISTRICT
and to provide the opportunity to review any response to discovery requests provided by
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CONTRACTOR. However, DISTRICT's right to review any such response does not
imply or mean that DISTRICT has a right to control, direct, or rewrite said response.
(c) CONTRACTOR covenants that neither he/she/it nor any officer or
principal of their firm have any interest in, or shall acquire any interest, directly or
indirectly, which will conflict in any manner or degree with the performance of their
services hereunder. CONTRACTOR further covenants that in the performance of this
AGREEMENT, no person having such interest shall be employed by it/them as an
officer, employee, agent, or subcontractor. CONTRACTOR further covenants that
CONTRACTOR has not contracted with nor is performing any services, directly or
indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or
partnership(s) owning property in the DISTRICT or the study area and further covenants
and agrees that CONTRACTOR and/or its subcontractors shall provide no service or
enter into any agreement or agreements with a/any developer(s) and/or property
owner(s) and/or firm(s) and/or partnership(s) owning property in the DISTRICT or the
study area prior to the completion of the work under this AGREEMENT.
16. NOTICES
Any notices which either party may desire to give to the other party under this
AGREEMENT must be in writing and may be given by: (i) personal service, (ii) delivery
by a reputable document delivery service, such as, but not limited to, Federal Express,
which provides a receipt showing date and time of delivery, or (iii) mailing in the United
States Mail, certified mail, postage prepaid, return receipt requested, addressed to the
address of the party asset forth below or at any other address as that party may later
designate by notice:
To DISTRICT: Costa Mesa Sanitary District
628 West 19th Street
Costa Mesa, California 92627
Attn: District Clerk
To CONTRACTOR: JIMNI Systems, Inc.
11161 Jeffrey Road
Irvine, California 92602
Attn: President
17. ASSIGNMENT
The CONTRACTOR shall not assign the performance of this AGREEMENT, nor
any part thereof, nor any monies due hereunder, without prior written consent of the
DISTRICT.
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18. LICENSES
At all times during the term of this AGREEMENT, CONTRACTOR shall have in
full force and effect all licenses required of it by law for the performance of the services
described in this AGREEMENT.
19. GOVERNING LAW,
DISTRICT and CONTRACTOR understand and agree that the laws of the State
of California shall govern the rights, obligations, duties, and liabilities of the parties to
this AGREEMENT and also govern the interpretation of this AGREEMENT. Any
litigation concerning this AGREEMENT shall take place in the superior or federal district
court with jurisdiction over the DISTRICT.
•
20. ENTIRE AGREEMENT
This AGREEMENT contains the entire understanding between the parties
relating to the obligations of the parties described in this AGREEMENT. All prior or
contemporaneous agreements, understandings, representations, and statements, oral
or written, are merged into this AGREEMENT and shall be of no further force or effect.
Each party is entering into this AGREEMENT based solely upon the representations set
forth herein and upon each party's own independent investigation of any and all facts
such party deems material.
21. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL
CONTRACTOR is bound by the contents of Exhibit A, hereto and incorporated
herein by this reference. In the event of conflict, the requirements of DISTRICT's
Request for Proposals and this AGREEMENT shall take precedence over those
contained in the CONTRACTOR's proposals.
22. MODIFICATION
No modification to this AGREEMENT shall be effective unless it is in writing and
signed by authorized representatives of the parties hereto. This written modification
requirement cannot be waived.
23. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this AGREEMENT on behalf of CONTRACTOR
warrant(s) and represent(s) that he/she/they has/have the authority to execute this
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AGREEMENT on behalf of the CONTRACTOR and has/have the authority to bind
CONTRACTOR to the performance of its obligations hereunder.
24. INTERPRETATION
In the event of conflict or inconsistency between this AGREEMENT and any
other document, including any proposal or Exhibit hereto, this AGREEMENT shall
control unless a contrary intent is clearly stated.
25. BUSINESS LICENSE,
CONTRACTOR shall obtain a business license from the City of Costa Mesa
unless legally exempt.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to
be executed this day and year first above written.
COSTA MESA SANITARY DISTRICT JIMNI SYST MS INC
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General Manager , gnature
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APPROVED AS TO FORM:
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District Counsel
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Exhibit A
Contractor's Proposal.
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ESTIMATE
„ �„ Date Estimate#
Pump and Control Specialists 8/12/2013 3968
11161 Jeffrey Road I Irvine,CA 92602
•
T(949) 770-7654 I F (949) 651-6043
Name/Address Job Name
COSTA MESA SANITATION DISTRICT
628 W. 19TH ST.
COSTA MESA,CA 92627
PO# Project
TRAINING&WEEKLY IN...
Description Qty/Hrs Total
TRAINING AND STATION INSPECTIONS WITH ALEX ARREOLA,COST PER WEEK IS($2,720.00) 2,720.00
TWICE A WEEK,EVERY MONDAY AND THURSDAY FIRST THING IN THE MORNING FOR 2 MONTHS,TO CHECK
AQUAVX FOR EACH STATION STATUS,RUN TIMES AND POSSIBLE PROBLEMS
PUMP STATION MAINTENANCE INCLUDES RECORDING RUN TIMES AND LOGGING IN STATIONS LOG BOOK
AND TEACHING ALEX ABOUT THE INSPECTION PROCEDURES.
PREVENTIVE MAINTENANCE:VISUAL INSPECTIONS OF VALVES,TRANSDUCERS,FORCE MAIN AND BY PASS .
CONNECTIONS,
EMERGENCY EQUIPMENT:WILL BE TESTED AT LEAST MONTHLY TO ENSURE PROPER OPERATION.
CLEAN TRANSDUCERS MONTHLY AT EACH STATION.ESPECIALLY CANYON,VICTORIA,AND HARBOR AND
WILSON.
(OPTIONAL)IF JIMNI IS STILL TO BE ONCALL 50.00
• ON CALL STANDBY BY AFTER HOURS 5:00 PM TO 6:00 AM,WEEKDAYS,HOLIDAYS AND WEEKENDS.(PER
DAY)
(NOTE TO CUSTOMER)TRAINING WILL BE FOR 2 MONTHS,TWICE A WEEK,MONDAY AND THURSDAYS.
Sales Tax(8.0%) S0.00
Job Site Location
Total 52,770.00
Authorized Signature
Contact Name Title Date
Contact Number Email Address
Please note:Due to the nature of the proposed work Jimni Systems cannot guarantee that during the above repairs that any existing equipment will
not be damaged or broken,due to age or corrosion not detectable at the time of inspection.If any existing equipment piping,valves,or any accessory
items are broken or damaged during the repair Jimni will report this and request authorization to replace any item.If there is an immediate need to
replace any item due to maintaining flow and Jimni cannot immediately contact the responsible person.Jimni will replace these items at cost plus
our normal overhead and profit.All labor will be at stated rates. PORT TO PORT CHARGES APPLY TO
Please Note:Estimate Valid for 60 days only SOME LOCATIONS
•
Exhibit B
COSTA MESA SANITARY DISTRICT
INSURANCE REQUIREMENT
Contractor shall provide proof of insurance of at least One Million Dollars ($1,000,000.00)
for commercial general liability, with underground coverage, and any automotive
coverage.
The commercial general liability coverage shall name the District and its officers, agents
and employees as additional insureds and District reserve the right to require an
endorsement naming District as an additional insured.
Such coverage must provide that it is not to be cancelled except upon thirty (30) days
notice to District. District also reserves the right to require that the insurance company
providing the commercial general liability policy has a Best Key Guide rating of at least A-
:VII and is an admitted carrier in the State of California.
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