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Contract - dTank, Inc. - 2016-09-06 AGREEMENT dTank, Inc. This Agreement ("AGREEMENT") is made and effective as of September 6, 2016, between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and dTank, Inc. a California corporation ("CONSULTANT"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This AGREEMENT shall commence on September 7, 2016, and shall remain and continue in effect until tasks described herein are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT. 2. SERVICES CONSULTANT shall perform the services described below ("SERVICES") to DISTRICT for DISTRICT's new headquarters building ("PROJECT"). The SERVICES to be provided include the following: Design, fabricate and install custom built dais, elongated U-shape for five seats and include five data and electrical grommet, five cut outs for microphones and five name plates as shown in Attachment A. 3. PERFORMANCE CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful and competent manner, consistent with the standards generally recognized as being employed by consultants in the same discipline in the State of California and consistent with all applicable laws. CONSULTANT shall provide DISTRICT its work product in "turnkey" form. DISTRICT reserves the right to perform reasonable testing of CONSULTANT's work product before accepting the same. CONSULTANT shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. COMPENSATION Compensation for the SERVICES shall be based on the actual amount of time spent in adequately performing the SERVICES and shall not exceed twelve thousand seven hundred two dollars and thirty one cents ($12,702.31) unless expressly agreed in a written change order in advance by DISTRICT. The written change order requirement cannot be waived. Failure to submit a written change order and receive written approval by the DISTRICT prior to performing extra work shall constitute a waiver of a claim for additional time or compensation. 1 PSA 30U 12 10 Invoices shall be submitted to DISTRICT monthly as performance of the SERVICES progresses. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. SERVICES on the PROJECT shall begin immediately and be completed by November 4, 2016, unless extended by DISTRICT in writing. 5. PREVAILING WAGES CONSULTANT understands that this job, if over One Thousand Dollars ($1,000.00) in value and not exempt, requires compliance with the prevailing wage law. (Labor Code §§ 1720 et seq.) As such, DISTRICT will ascertain the prevailing wages to be paid on this job from the Director of Industrial Relations. Said amounts are listed at http://www.dir.ca.gov/dIsr/pwd/index.htm. CONSULTANT agrees to pay prevailing wages and maintain prevailing wage records regarding those payments. CONSULTANT is also required to comply with the apprentice requirements. CONSULTANT shall defend, indemnify, and hold the DISTRICT, 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. CONSULTANT recognizes that state law makes eight (8) hours a day's work, and any worker working in excess of that time must be paid overtime. (Labor Code § 1813.) 6. INSURANCE CONSULTANT shall, at its expense, procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of this AGREEMENT by the CONSULTANT, its agents, representatives, employees, or subcontractors. CONSULTANT shall also require all of its subcontractors to procure and maintain the same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONSULTANT shall procure and maintain workers' compensation coverage for such employees which meets all requirements of state law (Labor Code § 1861). CONSULTANT shall also provide errors and omissions professional liability insurance appropriate to its profession in an amount, with conditions, and for a term acceptable to the DISTRICT. At a minimum, CONSULTANT is required to submit proof of insurance in accordance with the following standards: Minimum Scope of Insurance: Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less than: 2 PSA 30U 12 10 (A)General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this AGREEMENT/location or the general aggregate limit shall be twice the required occurrence limit. (B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage. (C)Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Insurance Endorsements: The insurance policies shall contain the following provisions, and a separate endorsement stating to add the following provisions to the insurance policies shall be submitted and approved by DISTRICT: (A)General Liability. The general liability policy shall be endorsed to state that: (1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects DISTRICT, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT's scheduled underlying coverage. Any insurance or self-insurance maintained by DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be excess of the CONSULTANT's insurance and shall not be called upon to contribute with it in any way. (B)Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against DISTRICT, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the CONSULTANT. (C)All Coverage. Each insurance policy required by this AGREEMENT shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to DISTRICT, and (B) any failure to comply with reporting or other provisions of the policies, including breaches or warranties, shall not affect coverage provided to DISTRICT, its directors, official, officers, employees, agents, and volunteers. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and satisfactory to DISTRICT. 3 PSA 30U 12 10 All insurance documents must be submitted and approved by the District's Risk Manager prior to execution of any AGREEMENT with DISTRICT. 7. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONSULTANT's services, to the fullest extent permitted by law, CONSULTANT 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 CONSULTANT, its officers, agents, employees, or subconsultants (or any entity or individual that CONSULTANT 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, CONSULTANT 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 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 CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including, but not limited to, officers, agents, employees, or subconsultants of CONSULTANT. (c) Indemnity Provisions for Contracts Related to Construction. This paragraph applies only when this AGREEMENT is related to construction. Without affecting the rights of DISTRICT under any provision of this AGREEMENT, CONSULTANT shall not be required to indemnify and hold harmless DISTRICT for liability attributable to the active negligence of DISTRICT, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where DISTRICT is shown to have been actively negligent and where DISTRICT's active negligence accounts for only a percentage of the liability involved, the obligation of CONSULTANT will be for that entire portion or percentage of liability not attributable to the active negligence of DISTRICT. 8. TERMINATION DISTRICT may terminate this AGREEMENT at any time with or without cause. If DISTRICT terminates this AGREEMENT without cause before PROJECT completion, CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONSULTANT may terminate this AGREEMENT for cause only. 4 PSA 30U 12 10 9. MISCELLANEOUS This AGREEMENT shall be interpreted according to the laws of the State of California and any action arising from this AGREEMENT shall be brought in the superior or federal district court with jurisdiction over DISTRICT. This AGREEMENT and the attachments hereto shall contain the entire agreement between the parties. This AGREEMENT cannot be modified except in a writing signed by both parties. In the event of inconsistency between this AGREEMENT and any attachment hereto, this AGREEMENT shall control in all respects. DISTRICT shall own all work product prepared in the course of providing the SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT, CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product, CONSULTANT shall make that software and hardware available to the DISTRICT at no cost during normal business hours. This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. CONSULTANT is and shall at all times remain as to DISTRICT an independent contractor. No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing any services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing any services hereunder. All information gained by CONSULTANT in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT's prior written authorization. CONSULTANT 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. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court order or subpoena. CONSULTANT warrants that the individual who has signed this AGREEMENT has the legal power, right, and authority to make this AGREEMENT and bind the CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [Signatures on next page] 5 PSA 30U 12 10 DISTRICT CONSULTANT Approved by: Review ccepted by: _ General Manager Signature 704 Abe-4. Approved as to Form: Name f—Arth c'+• 7 Harper& Bums LLP Title / District Counsel 0:72oir Date 6 PSA 30U 1210 Attachment A Costa Mesa Sanitary District Curved Dias Costa Mesa Sanitary District Curved Dias dTnk . . L. Q. C.: ,I C• -i ,. C • I if' 1, �• -- 1 ,v . l __' _- - 1 3 4.;,,,: �, J -. l E.F. •i , i I �. . T rot Costa Mesa Sanitary District Curved Dias • ro c 0 in k, Costa Mesa Sanitary District Curved Dias h. 1 T.\ , CO f - . • • • • _ . Tn Costa Mesa Sanitary District Curved Dias 11111 H w•_ ora n Costa Mesa Sanitary District Curved Dias it cn � ` 1 Costa Mesa Sanitary District Curved Dias Ge r g Smith .. ���, Costa Mesa Sanitary District Curved Dias . . . , e • 1 . 2' I 1.)1 A , . , trl 13 ., P_I'S' -- - 14'9" = R3 o an r — ,•• k . , e . 1 . ---- - - - - _. . , ..„,._ ,... - •.,. Costa Mesa Sanitary District Curved Dias •'. ,-, -_, •,,. ,.. ts,0s !P Attachment B PO-(E (ja PRICING QUOTE jr Vendor/Contractor Use for Purchases>$5,000 #1 #2 #3 Company Name: Swanson dTank Woodworks Taber Company Location: Phone: 818-252-3888 714-638-5217 714-543-7100 Contact: Reto Eberle Rob Swanson Brian Taber Date Contacted: QtY Prodect/Service _ Price � a 1 All laminate custom dais for new HQ building $12,702.31 $13,756.00 $9,915.00 VENDOR/CONTRACTOR RECOMMENDED: drank Supplies/Equipment-If the low bidder is not recommended, give reason(s)below: Incomplete bid Services-Attach a summary of qualifications of person/company selected. Authorized Signature Date - General Manager Signature Date 0 Trendzilir�r» a" COSTA MESA SANITARY DISTRICT I I\\h 1\111 I:I MII'1�1 lil I ll I III 111 I RIO t. I Sill It \1C.2[2..151.% -I s 1i 1 1 I I 111J11,1 I:IIrc I,,,.ntI III rI II• /+ IiI�4 • 1.1.61)11911:1699(t\1\f1KD1.K 014)1 WAIF.\1� la%drawiep;15%premie eo 25%esaiaeerit;15%minket Mese describe our• meet eiresmou 5e%De.....50%cCom ilea 15%fabriatleei 28%Mush Whet would ibis order need to be. .ed to molt she delivery,.'acted' 0123/15 far a lulu 1esWdx Nue order sae fora mid November Ysellatlon 0123[I6 for 11111161mtelleri.. PRICING SUMMARY llXI0.31111\1 ---10131---S 1375000---S 9 915 00 I..t:..rcn,with wood....font d:sides--- MINIM 1111111. 11111111 S 19 52000 • w;nwo dhostt,,doo $ 19 520 00 MEM M=IIIIMMIBMEIREI Recommendation.I am recommending the laminate Note.Swanson is an experienced woodworking company .His bid is incomplete.no grommets for esctrkat option 611019 0-1.06 They have a sold reputation for The pictures of his past projects are nice,He is more and data or name pleles They do not provide drawings producing custom furniture with curves,tke this piece, expensive end did not provide a nameplate option.. Ladd they ere heed nor do they have pictures of 10005 and they provided the most complete proposal which projects They expect Ware to provide the grommets and demonstrated they have the best understanding of the namepiales project.Then pricing includes nameplates and;connate or power and data.