Contract - Robotic Sewer Solutions, Inc. - 2017-04-11 .
AGREEMENT FOR PUBLIC WORKS FOR SMALL JOB
(SHORT FORM WITH PREVAILING WAGES, "TURNKEY",
DIR, AND BONDS)
(UNDER $50,000)
#314 Grade 5 Repairs Phase 7
This Agreement ("AGREEMENT") is made and effective as of , 2017,
between the Costa Mesa Sanitary District, a sanitary district ("DISTRI T"), and Robotic
Sewer Solutions, Inc. a California corporation ("CONTRACTOR"). In consideration of the
mutual covenants and conditions set forth herein, the parties agree as follows:
1. TERM
This AGREEMENT shall commence on _ 1., 1I 2017, and shall remain and
continue in effect until tasks described herein ire completed, unless sooner terminated
pursuant to the provisions of this AGREEMENT. CONTRACTOR shall complete all work
within 25 working days from the date the DISTRICT issues a notice to proceed.
2. SERVICES
The SERVICES to be provided are more particularly described in the Scope of
Services attached hereto as Exhibit "A" and incorporated herein by reference.
3. PERFORMANCE
CONTRACTOR shall perform all SERVICES under this AGREEMENT in a skillful
and competent manner, consistent with the standards generally recognized as being
employed by contractors in the same discipline in the State of California and consistent
with all applicable laws. CONTRACTOR shall provide DISTRICT its work product in
"turnkey" form. DISTRICT reserves the right to perform reasonable testing of
CONTRACTOR's work product before accepting the same. CONTRACTOR 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 lump sum for each item as shown on
Exhibit"A"and the total shall not exceed Thirty-Four Thousand Four Hundred and 00/100
($34,400.00). The written change order requirement cannot be waived. Failure to submit
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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.
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 within twelve months of the first date written above. unless extended by
DISTRICT in writing.
5. PREVAILING WAGES
CONTRACTOR 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/dlsr/pwd/index.htm. CONTRACTOR agrees to pay prevailing
wages and maintain prevailing wage records regarding those payments. CONTRACTOR
is also required to comply with the apprentice requirements. CONTRACTOR 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. CONTRACTOR 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.)
CONTRACTOR acknowledges that if required, it must be registered with the Department
of Industrial Relations (DIR) to perform this work and affirms that it is registered.
CONTRACTOR agrees to submit electronic payroll information unless this requirement is
suspended by the DIR. District will file a PWC 100 form with the DIR to register this project.
6. SUBCONTRACTING
This paragraph only applies if this AGREEMENT was awarded following a competitive
bid. If CONTRACTOR submitted a subcontractors list, CONTRACTOR may only
substitute a listed subcontractor by complying with the Subletting and Subcontracting Fair
Practices Act. (See Public Contact Code§§4100 et seq.) CONTRACTOR cannot perform
work using a subcontractor who is debarred. CONTRACTOR hereby assigns unfair
business practice claims (Clayton Act and Cartwright Act) to the DISTRICT.
CONTRACTOR declares by signing this AGREEMENT that CONTRACTOR did not
collude to obtain this job. (Public Contract Code § 7106.)
7. PROGRESS PAYMENTS
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Progress payments may be authorized if this job will take in excess of thirty (30) days.
DISTRICT agrees to promptly make progress payments on undisputed and properly
submitted payment request within thirty (30) calendar days and to comply with the
provisions of Public Contract Code Section 20104.50.
If this AGREEMENT is for at least Five Thousand Dollars ($5,000.00) and progress
payments are made, DISTRICT will retain five percent (5%) of the total contract amount
until sixty (60) days after the notice of completion is filed. (Public,Contract Code §§ 7107,
9203.) CONTRACTOR may substitute securities in lieu of retention pursuant to Public
Contracts Code Section 22300.
8. INSURANCE
CONTRACTOR 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
CONTRACTOR, its agents, representatives, employees, or subcontractors.
CONTRACTOR shall also require all of its subcontractors to procure and maintain the
same insurance for the duration of this AGREEMENT. If CONTRACTOR is an employer
or otherwise hires one (1) or more employees during the term of this PROJECT,
CONTRACTOR shall procure and maintain workers' compensation coverage for such
employees which meets all requirements of state law(Labor Code§ 1861 CONTRACTOR
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, CONTRACTOR 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: CONTRACTOR shall maintain limits of no less
than:
(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.
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(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 CONTRACTOR, 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 CONTRACTOR'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 CONTRACTOR'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 CONTRACTOR.
(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.
All insurance documents must be submitted and approved by the District's Risk
Manager prior to execution of any AGREEMENT with DISTRICT.
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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 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, agents, employees, or subCONTRACTORs of
CONTRACTOR.
10. SAFETY AND SITE CONDITION CONTRACTOR shall perform all operations with
due regard for safety and in strict compliance with all applicable laws relating thereto. It
shall be CONTRACTOR'S responsibility to keep the site in a clean, neat and orderly
condition. It shall also be CONTRACTOR'S duty to dust-palliate all working areas and
access routes, if applicable. All operations shall be conducted by CONTRACTOR so that
no fire hazards are created.
11. TERMINATION
DISTRICT may terminate this AGREEMENT at any time with or without cause. If
DISTRICT terminates this AGREEMENT without cause before PROJECT completion,
CONTRACTOR shall be entitled to be paid for SERVICES adequately completed prior to
the notification of termination. CONTRACTOR may terminate this AGREEMENT for
cause only.
12. WARRANTY
CONTRACTOR shall perform, at its own cost and expense and without reimbursement
from DISTRICT, any services necessary to correct errors or omissions which are caused
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A
by CONTRACTOR's failure to comply with the standard of care provided for herein.
CONTRACTOR shall guarantee work done on the PROJECT for a one-year (1) period
commencing on the date of substantial completion. CONTRACTOR shall warrant that all
services provided and equipment installed shall perform in a workmanlike manner and be
fit for its particular purpose.
13. 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,
CONTRACTOR shall immediately turn all work product over to DISTRICT. If specialized
software or computer hardware is required to view or transmit said work product,
CONTRACTOR shall make that software and hardware available to the DISTRICT at no
cost during normal business hours.
If the Services and Equipment required by this Agreement exceed $25,000 the
CONTRACTOR shall obtain a labor and material bond and a faithful performance bond
on District forms both in the amount of 100%of the contract value. (Civil Code Sec 9550).
This AGREEMENT cannot be assigned without the prior written consent of the
DISTRICT.
DISTRICT
acknowledges that if it provides CONTRACTOR with locations of
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underground pipelines and DISTRICT is incorrect and those utilities must be relocated,
DISTRICT will pay for those relocation costs in accordance with statutory requirements.
(Government Code §4215.)
If excavation is required, CONTRACTOR agrees to comply with Gov. Code §2016
and delineate any area to be excavated before contacting The Regional Notification
Center and obtaining authorization to excavate.
CONTRACTOR agrees to provide DISTRICT with notice of any hazardous
materials or subsurface or latent physical site conditions it encounters if this work involves
excavations deeper than four feet (4'). If this exceeds Twenty-Five Thousand Dollars
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($25,000.00) and the excavations exceed five feet (5'), CONTRACTOR must provide a
detailed trenching plan. (Public Contracts Code § 7104; Labor Code §6705.)
DISTRICT shall give CONTRACTOR timely notice of third-party claims.
For claims that are less than Three Hundred Seventy-Five Thousand Dollars
($375,000.00), the provisions of Public Contracts Code Sections 20104 et seq. (Article
1.5 — Resolution of Construction Claims) shall be followed. For claims for money or time
submitted pursuant to Public Contract Code 9204, the provisions of that section shall
apply and a meet and confer process, followed by nonbinding mediation, shall occur.
CONTRACTOR is and shall at all times remain as to DISTRICT an independent
contractor. 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 this AGREEMENT, DISTRICT shall not pay salaries, wages, or other
compensation to CONTRACTOR for performing any services hereunder for DISTRICT.
DISTRICT shall not be liable for compensation or indemnification to CONTRACTOR for
injury or sickness arising out of performing any services hereunder.
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 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 CONTRACTOR gives DISTRICT notice of such court order or
subpoena.
CONTRACTOR warrants that the individual who has signed this AGREEMENT has
the legal power, right, and authority to make this AGREEMENT and bind the
CONTRACTOR 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.
DISTRICT CONTRACTOR
Robotic Sewer Solutions, Inc.
Approved by: Reviewed and Accepted by:
Steven R meyer
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General Manager Signature
Approved as to Form: Name
att^-4t:
Harper& Burns LLP Title
District Counsel
Date
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Exhibit A
Scope of Service (Attached)
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