Agreement - I.T.S. Industrial Technical Services - 2023-12-121
PSA 30U 12 10
AGREEMENT FOR CONTRACTOR SERVICES
Installation of Variable Frequency Drives
Industrial Technical Services
This Agreement (“AGREEMENT”) is made and effective as of
_________________, 2023, between the Costa Mesa Sanitary District, a sanitary
district (“DISTRICT”), and I.T.S. Group, Inc. dba Industrial Technical Services, a
California (“CONTRACTOR”). In consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:
1. TERM
This AGREEMENT shall commence on _______________, 2023, 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
CONTRACTOR shall perform the installation of variable frequency drives (VFD)
(“SERVICES”) to DISTRICT for DISTRICT’s Installation of Variable Frequency
Drives (“PROJECT”).
The SERVICES to be provided include the following: Installing (2) VFD units for
Canyon and Adams pump stations within (2) enclosures. The SERVICES to be
provided are more particularly described in the Scope of Services attached hereto as
Exhibit “A” and “B” 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 consultants 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 based on the actual amount of time
spent in adequately performing the SERVICES. The cost to DISTRICT for the
SERVICES shall not exceed Thirty-one Thousand and One-Hundred Thirty Five Dollars
December 13
December 13
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
2
PSA 30U 12 10
and Eighteen cents ($31,135.18) 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. This is a fixed sum contract and the above amount is
not merely an estimate.
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 4/31/24, 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.)
6. 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).
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,
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
3
PSA 30U 12 10
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.
(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
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
4
PSA 30U 12 10
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.
7. 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 subconsultants (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 subcontractor of CONTRACTOR.
8. 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.
9. 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
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
5
PSA 30U 12 10
to the notification of termination. CONTRACTOR may terminate this AGREEMENT for
cause only.
10. 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.
This AGREEMENT is meant to prevail over any attachments.
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.
This AGREEMENT cannot be assigned without the prior written consent of the
DISTRICT.
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
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
6
PSA 30U 12 10
the undersigned. Once the documents are fully executed, one original will be returned
to you for your records.
DISTRICT CONTRACTOR
Approved by: Reviewed and Accepted by:
________________________________ ________________________________
General Manager Signature
________________________________
Approved as to Form: Name
________________________________ ________________________________
Harper & Burns LLP Title
District Counsel
________________________________
Date
ATTEST:
________________________________
District Clerk
Art Yee
President/Owner
12/13/23
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
Industrial Technical Services
714-256-4100
sales@industrialtechnicalservices.com
Estimate # 15018A
09/14/2023
Tony Gomez
323-810-9966
jgomez@cmsdca.gov
Costa Mesa Sanitary District
19th Street Pump Station
1035 West 19th Street
Costa Mesa, CA, 92627
1
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
714-256-4100,
Sales@industrialtechnicalservices.com
Estimate
ESTIMATE #15018A
DATE 09/14/2023
PO #
CUSTOMER
Costa Mesa Sanitary District
1035 West 19th Street,
Costa Mesa, CA 92627
SERVICE LOCATION
Canyon Pump Station
Tony Gomez
999 Wilson Street,
Costa Mesa, CA 92627
323-810-9966
jgomez@cmsdca.gov
DESCRIPTION
Estimate
Description Qty Rate Tax Total
---------------------
Company: Costa Mesa Sanitary District
Attn: Tony Gomez
Cell: 323-810-9966
Email: jgomez@cmsdca.gov
Dear Tony,
The following is an estimate for the Canyon Pump
Station Project with (2) Toshiba AS3 20HP, 460V
drives. Labor, if quoted, is to be performed during
regular business hours unless otherwise requested.
This quote does include prevailing wages. All
estimates requiring a new drive and/or parts must be
prepaid in advance. Labor needed to complete the
estimate can be subject to Net 30 days on approved
credit. Please note prices are valid from 30days from
estimate date. Pricing needs to be verified prior to
approval.
-----------------------
-Standard credit terms are Net 30 days on approved
credit.
-All estimates requiring a new drive and/or parts
must be prepaid in advance.
-A vehicle surcharge will be added for all field service
calls.
-Labor needed to complete the estimate can be
subject to Net 30 days on approved credit.
-Late charges will apply for invoices paid after 45
days. Late charges will be applied at 1% per month
on the outstanding balance.
0.00 $0.00 $0.000 $0.00
2
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
-All new customers are C.O.D or Credit Card pending
approval of credit application.
-Please email a copy of the purchase order to
sales@industrialtechnicalservices.com, otherwise
please sign and add your purchase order number to
the bottom of this estimate and email to
sales@industrialtechnicalservices.com. Verbal PO's
cannot be accepted.
Service is to be performed during regular business
hours - Mon to Fri from 7am to 3:30pm. Service
performed after hours or weekends will be quoted at
a different billing rate. Please request a quote for
after hours service if needed.
By approval of this estimate with a purchase order or
purchase order number, customer agrees upon
receipt of the invoice(s) to make payments to the
address listed below or by ACH to the Sigma Funding
Group:
Sigma Funding Group
Department 344
PO Box1000
Memphis, TN 38148-0001
Customer agrees to promptly complete any invoice
verification paperwork from Sigma Funding Group
should Sigma Funding Group provide it.
--------------------
Estimate valid for 30 days.
--------------------
***********************************
EFFECTIVE JULY 1, 2023 rates will reflect an increase
due to higher operating costs. Please let us know if
you have any questions or concerns. Thank you for
your business.
***********************************
Canyon Pump station - Nema 4, Stainless Steel
enclosure (36 x 36 x 12) with (2) Toshiba Drive
- AS3 - 20HP, 460VAC, Drive only , with line
reactor and fuses to be integrated externally
with the existing enclosure. Quote includes
panel assembly, all hardware and including
onsite installation per customer's request at
the designated street address. To be installed
during regular working hours from Monday to
Friday from 7am to 4pm. Prevailing Wages
applied.
(Drive/Parts to be prepaid)
1.00 $15,182.52 $0.000 $15,182.52
*******************************
THIS IS AN ESTIMATE, NOT A CONTRACT FOR
SERVICES. The summary above is furnished by
Industrial Technical Services as a good faith estimate
of work to be performed at the location described
above and is based on our evaluation and does not
include material price increases or additional labor
and materials which may be required should
unforeseen problems arise after the work has
started. I understand that the final cost of the work
0.00 $0.00 $0.000 $0.00
3
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
may differ from the estimate, perhaps materially. I
agree and authorize the work as summarized on
these estimated terms, and I agree to pay the full
amount for all work performed.
P.O. #_____________________________
Date:______________________________
Accepted by:________________________________
***********************************
Orange County Sales Tax 7.750%$0.00
CUSTOMER MESSAGE
Thank you for the opportunity. Feel free to contact us if you
have any questions. We look forward to working with you.
Estimate Total:$15,182.52
4
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
Important Addresses
Payment Remit To Address (ACH payments alsoaccepted):
Sigma Funding Group
Department 344
PO Box 1000
Memphis, TN 38148-0001
Shipping Address:
Industrial Technical Services
15300 Valley View Ave, E10
La Mirada, CA 90638
5
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
Industrial Technical Services
714-256-4100
sales@industrialtechnicalservices.com
Estimate # 15019A
09/14/2023
Tony Gomez
323-810-9966
jgomez@cmsdca.gov
Costa Mesa Sanitary District
19th Street Pump Station
1035 West 19th Street
Costa Mesa, CA, 92627
1
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
714-256-4100,
Sales@industrialtechnicalservices.com
Estimate
ESTIMATE #15019A
DATE 09/14/2023
PO #
CUSTOMER
Costa Mesa Sanitary District
1035 West 19th Street,
Costa Mesa, CA 92627
SERVICE LOCATION
Adams Pump Station
Tony Gomez
2054 Adams Street,
Costa Mesa, CA 92627
323-810-9966
jgomez@cmsdca.gov
DESCRIPTION
Estimate
Description Qty Rate Tax Total
---------------------
Company: Costa Mesa Sanitary District
Attn: Tony Gomez
Cell: 323-810-9966
Email: jgomez@cmsdca.gov
Dear Tony,
The following is an estimate for the Adams Pump
Station Project with (2) Toshiba AS3 20HP, 230V
drives. Labor, if quoted, is to be performed during
regular business hours unless otherwise requested.
This quote does include prevailing wages. All
estimates requiring a new drive and/or parts must be
prepaid in advance. Labor needed to complete the
estimate can be subject to Net 30 days on approved
credit. Please note prices are valid from 30days from
estimate date. Pricing needs to be verified prior to
approval.
-----------------------
-Standard credit terms are Net 30 days on approved
credit.
-All estimates requiring a new drive and/or parts
must be prepaid in advance.
-A vehicle surcharge will be added for all field service
calls.
-Labor needed to complete the estimate can be
subject to Net 30 days on approved credit.
-Late charges will apply for invoices paid after 45
days. Late charges will be applied at 1% per month
on the outstanding balance.
0.00 $0.00 $0.000 $0.00
2
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
-All new customers are C.O.D or Credit Card pending
approval of credit application.
-Please email a copy of the purchase order to
sales@industrialtechnicalservices.com, otherwise
please sign and add your purchase order number to
the bottom of this estimate and email to
sales@industrialtechnicalservices.com. Verbal PO's
cannot be accepted.
Service is to be performed during regular business
hours - Mon to Fri from 7am to 3:30pm. Service
performed after hours or weekends will be quoted at
a different billing rate. Please request a quote for
after hours service if needed.
By approval of this estimate with a purchase order or
purchase order number, customer agrees upon
receipt of the invoice(s) to make payments to the
address listed below or by ACH to the Sigma Funding
Group:
Sigma Funding Group
Department 344
PO Box1000
Memphis, TN 38148-0001
Customer agrees to promptly complete any invoice
verification paperwork from Sigma Funding Group
should Sigma Funding Group provide it.
--------------------
Estimate valid for 30 days.
--------------------
***********************************
EFFECTIVE JULY 1, 2023 rates will reflect an increase
due to higher operating costs. Please let us know if
you have any questions or concerns. Thank you for
your business.
***********************************
Adams Pump station - Nema 4, Stainless Steel
enclosure (36 x 36 x 12) with (2) Toshiba Drive
- AS3 - 20HP, 230VAC, Drive only , with line
reactor and fuses to be integrated externally
with the existing enclosure. Quote includes
panel assembly, all hardware and including
onsite installation per customer's request at
the designated street address. To be installed
during regular working hours from Monday to
Friday from 7am to 4pm. Prevailing Wages
applied.
(Drive/Parts to be prepaid)
1.00 $15,952.66 $0.000 $15,952.66
*******************************
THIS IS AN ESTIMATE, NOT A CONTRACT FOR
SERVICES. The summary above is furnished by
Industrial Technical Services as a good faith estimate
of work to be performed at the location described
above and is based on our evaluation and does not
include material price increases or additional labor
and materials which may be required should
unforeseen problems arise after the work has
started. I understand that the final cost of the work
0.00 $0.00 $0.000 $0.00
3
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
may differ from the estimate, perhaps materially. I
agree and authorize the work as summarized on
these estimated terms, and I agree to pay the full
amount for all work performed.
P.O. #_____________________________
Date:______________________________
Accepted by:________________________________
***********************************
CUSTOMER MESSAGE
Thank you for the opportunity. Feel free to contact us if you
have any questions. We look forward to working with you.
Estimate Total:$15,952.66
4
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3
Important Addresses
Payment Remit To Address (ACH payments alsoaccepted):
Sigma Funding Group
Department 344
PO Box 1000
Memphis, TN 38148-0001
Shipping Address:
Industrial Technical Services
15300 Valley View Ave, E10
La Mirada, CA 90638
5
DocuSign Envelope ID: 3B50E834-5E0D-49EA-A4B6-9018DA7AB8A3