Contract - Eco Partners, Inc. - 2024-07-011
AGREEMENT FOR CONSULTANT SERVICES
This Agreement (“AGREEMENT”) is made and effective as of July 1, 2024,
between the Costa Mesa Sanitary District, a sanitary district (“DISTRICT”), and Eco
Partners, Inc., hereinafter referred to as (“CONSULTANT”). In consideration of the
mutual covenants and conditions set forth herein, the parties agree as follows:
Recitals
WHEREAS, CONSULTANT is an independent contractor that has
represented that it is qualified to perform the duties set forth herein and DISTRICT
desires to utilize the services of CONSULTANT to compile and distribute quarterly
newsletter publications entitled “Living Green”;
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Work
For the remuneration stipulated, the DISTRICT hereby engages the services of
CONSULTANT to compile and distribute quarterly newsletter publications “Living
Green”:
CONSULTANT shall provide the following:
1.1 Compile and mail up to 25,000 hard copies and one electronic copy of
the “Living Green” newsletter on a quarterly basis in the fall, winter,
spring, and summer.
1.2 Provide general design and layout of the entire publication.
1.3 Draft content and allow DISTRICT to revise and/or customize for the
publication.
1.4 Edit and proofread all content for publication.
1.5 Provide a Spanish language translation.
1.6 Provide final copy for DISTRICT approval prior to printing.
1.7 Coordinate distribution and mailing based on customer mailing list
provided by DISTRICT.
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The DISTRICT shall do the following in a timely manner:
2.1 Adhere to production schedule (Exhibit A).
2.2 Review and provide written approval of final copy prior to printing.
2.3 Provide a complete and updated mailing list in a database format.
2.4 Pay for the postage required to mail the newsletter to all customers on
the customer list.
2. Schedule
a. CONSULTANT shall be responsible for making sure that the quarterly
newsletter publications are distributed on schedule as indicated on
Exhibit A.
b. If the DISTRICT determines that there are deficiencies in the
performance of this Agreement, the DISTRICT will provide a written
notice to the CONSULTANT stating the deficiencies and specifying a
time frame to correct the specified deficiencies. This time frame shall
be reasonable, as determined by the DISTRICT to correct the specified
deficiencies.
c. Should the CONSULTANT fail to correct any deficiencies with the
stated time frame, the DISTRICT may exercise the following measures:
i. Deduct from the CONSULTANT’s payment the amount
necessary to correct the deficiency, including DISTRICT
overhead costs, and impose a deficiency deduction.
ii. Withhold the entire or partial payment.
iii. Terminate the AGREEMENT.
3. Compensation
a. For the services delineated above, the DISTRICT, upon presentation of
an invoice, shall pay the CONSULTANT quarterly progress payments
of approximately $11,792.00, after quarterly newsletters have been
completed and mailed, up to the amount of $47,168.00 per fiscal year.
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b. The total compensation amount is itemized as follows:
Description Per Quarter Per Year
Newsletter Production &
Spanish Translation
$2,650.00 $10,600.00
Printing & Distribution $2,942.00 $11,768.00
Subtotal $5,592.00 $22,368.00
Estimated Postage $6,200.00 $24,800.00
Estimated Total $11,792.00 $47,168.00
c. Postage is estimated and shall be billed at actual cost.
d. Payment may be made by check, payable to Eco Partners, Inc.
e. No other expenditures made by CONSULTANT shall be reimbursed by
DISTRICT.
CONSULTANT shall submit an invoice to the DISTRICT for services rendered.
Invoices shall be paid within 15 business days of receipt.
4. 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 meet all requirements of state
law (Labor Code § 1861).
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); and (2)
Workers’ Compensation and Employer’s Liability: Workers’ Compensation
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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:
(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) Workers’ Compensation and Employer’s Liability. Workers’
Compensation limits as required by the Labor Code of the State of California.
Employers’ 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 the
DISTRICT:
(A) General Liability. The general liability policy shall be endorsed to state
that: (1) “The Costa Mesa Sanitary District, its elected and appointed officials,
agents, officers, volunteers and employees are 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 elected
and appointed officials, agents, officers, volunteers and employees, 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 elected and appointed officials, agents, officers, volunteers and
employees shall be excess of the CONSULTANT’s insurance and shall not be called
upon to contribute with it in any way.
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(B) Workers’ Compensation and Employer’s Liability Coverage. The
insurer shall agree to waive all rights of subrogation against DISTRICT, its
directors, elected and appointed officials, agents, officers, volunteers and
employees 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 the DISTRICT, its directors, elected and
appointed officials, agents, officers, volunteers and employees.
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.
5. Term
This AGREEMENT shall be for a period of one year from July 1, 2024 to June
30, 25 with four one-year extensions at the DISTRICT’S discretion. If exercised, each
extension will be effective as follows:
• Option year two shall be effective from July 1, 2025 to June 30, 2026.
• Option year three shall be effective from July 1, 2026 to June 30, 2027.
• Option year four shall be effective from July 1, 2027 to June 30, 2028.
• Option year five shall be effective from July 1, 2028 to June 30, 2029.
6. Services
CONSULTANT shall perform the tasks described and set forth in Section 1,
above, and in Exhibit A, attached hereto and incorporated herein as though set
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forth in full. CONSULTANT shall complete the tasks according to the schedule of
performance which is also set forth in Exhibit A.
7. Performance
CONSULTANT shall, at all times, faithfully, competently, and to the best of
their ability, experience, and talent perform all tasks described herein.
CONSULTANT shall employ, at a minimum, generally accepted standards and
practices utilized by persons engaged in providing similar services as are required
of CONSULTANT hereunder in meeting its obligations under this AGREEMENT.
CONSULTANT shall warrant that all services provided and equipment installed
shall perform in a workmanlike manner and be fit for its particular purpose.
8. 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 CONSULTANT. Notwithstanding the foregoing, the General
Manager’s authority to enlarge the tasks to be performed or change
CONSULTANT’s compensation is subject to Section 9 hereof.
9. Payment
(a) The DISTRICT, upon presentation of an invoice, agrees to pay the
CONSULTANT progress payments, after services have been rendered or materials
purchased, up to the amount not to exceed the amount set forth in Section 3, above,
and in accordance with Exhibit A. No other expenditures made by CONSULTANT
shall be reimbursed by DISTRICT.
(b) CONSULTANT shall not be compensated for any services rendered in
connection with its performance of this AGREEMENT that are in addition to the
above.
10. 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
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CONSULTANT written notice. Upon receipt of said notice, the CONSULTANT 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 CONSULTANT the actual value of the work performed up to
the time of termination, provided that the work performed is of value to the
DISTRICT. CONSULTANT shall immediately turn over all work-product to DISTRICT
in a readily usable form. Upon termination of the AGREEMENT pursuant to this
Section, the CONSULTANT will submit an invoice to the DISTRICT pursuant to
Section 9.
11. Default of Consultant
(a) The CONSULTANT’s failure to comply with the provisions of this
AGREEMENT shall constitute a default. In the event that CONSULTANT is in default
for cause under the terms of this AGREEMENT, DISTRICT shall have no obligation
or duty to continue compensating CONSULTANT for any work performed after the
date of default and can terminate this AGREEMENT immediately by written notice
to the CONSULTANT. If such failure by the CONSULTANT to make progress in the
performance of work hereunder arises out of causes beyond the CONSULTANT’s
control, and without fault of negligence of the CONSULTANT, 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 General Manager or their delegate determines
that the CONSULTANT is in default in the performance of any of the terms or
conditions of this AGREEMENT, they may in their discretion cause to be served
upon the CONSULTANT a written notice of the default and demand a cure. The
CONSULTANT shall have ten (10) days after service of said notice to cure the default
by rendering a satisfactory performance. In the event that the CONSULTANT 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
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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.
12. Ownership of Documents
(a) CONSULTANT 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 relates to the performance of services under this AGREEMENT.
CONSULTANT 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. CONSULTANT 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 CONSULTANT. With
respect to computer files, CONSULTANT shall make available to the DISTRICT, at
the CONSULTANT’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 CONSULTANT’s cost.
13. 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
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harmless DISTRICT and any and all of its elected and appointed officials, agents,
officers, volunteers and employees 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 elected and appointed officials, agents, officers, volunteers and employees
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.
14. Independent Consultant
(a) CONSULTANT is and shall at all times remain as to the DISTRICT a wholly
independent consultant. The personnel performing the services under this
AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT’s
exclusive direction and control. Neither DISTRICT nor any of its officers,
employees, or agents shall have control over the conduct of CONSULTANT or any
of CONSULTANT’s officers, employees, or agents, except as set forth in this
AGREEMENT. CONSULTANT 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. CONSULTANT shall not incur or have the power to incur
any debt, obligation, or liability whatsoever against DISTRICT or bind DISTRICT in
any manner.
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(b) 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 the AGREEMENT, DISTRICT shall not pay salaries,
wages, or other compensation to CONSULTANT for performing services hereunder
for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to
CONSULTANT for injury or sickness arising out of performing services hereunder.
15. Legal Responsibilities
The CONSULTANT 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 CONSULTANT
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 CONSULTANT to comply with this Section.
CONSULTANT is aware of the California mass mailing law that prevents elected
officials from being “featured” in mass mailings of 200 or more pieces of mail sent
at DISTRICT expense.
16. Undue Influence
CONSULTANT 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 CONSULTANT or from any officer, employee, or agent
of CONSULTANT 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.
17. 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 their tenure or for one year thereafter shall have any
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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.
18. 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 as set forth below or at any other
address as that party may later designate by notice:
To DISTRICT: Costa Mesa Sanitary District
290 Paularino Avenue
Costa Mesa, CA 92626
Attn: District Clerk
To CONSULTANT: Eco Partners, Inc (ECO)
7026 W. Lone Cactus Drive,
Glendale, AZ 85308
Attn: Elizabeth Roe, President
19. Assignment
The CONSULTANT shall not assign the performance of this AGREEMENT, nor
any part thereof, nor any monies due hereunder, without prior written consent of
the DISTRICT.
20. Licenses
At all times during the term of this AGREEMENT, CONSULTANT shall have
in full force and effect all licenses required of it by law for the performance of the
services described in this AGREEMENT.
21. Governing Law
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DISTRICT and CONSULTANT 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.
22. 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.
23. 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.
24. Authority to Execute This Agreement
The person or persons executing this AGREEMENT on behalf of
CONSULTANT warrant(s) and represent(s) that they have the authority to execute
this AGREEMENT on behalf of the CONSULTANT and has/have the authority to bind
CONSULTANT to the performance of its obligations hereunder.
25. 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.
26. Business License
CONSULTANT shall obtain a business license from the City of Costa Mesa
unless legally exempt.
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to
be executed this day and year first above written.
COSTA MESA SANITARY DISTRICT ECO PARTNERS, INC
__________________________ __________________________
General Manager Signature
ATTEST:
Elizabeth Roe
__________________________ __________________________
District Clerk Typed Name
APPROVED AS TO FORM:
President
__________________________ __________________________
District Counsel Title
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5/9/2024
5/11/2024
5/13/2024
5/13/2024
Exhibit A - 1
CMSD Living Green Newsletter Schedule 2024-2025
Exhibit A
FALL 2024 ISSUE
Pre-Production July 2 Questionnaire sent to you July 16 Questionnaires returned by you to Eco Partners
July 30 First draft sent to you
August 6 First draft returned August 6 Photos/graphics sent to Eco Partners August 7-14 Translation prepared and sent
Production August 7-19 Layout design underway
August 20 Final draft with layout sent to you August 27 Final draft returned August 27 Shipping information due
Aug. 28-Sept. 3 Prepress September 5 Final layout approval September 6-18 Print September 7-19 Ship and Mail
Post-Production September 12 Final PDF sent
September 26 Anticipated delivery WINTER 2025 ISSUE
Pre-Production October 1 Questionnaire sent to you
October 15 Questionnaires returned by you to Eco Partners
October 29 First draft sent to you November 5 First draft returned November 5 Photos/graphics sent to Eco Partners
November 6-11 Translation prepared and sent Production
November 6-18 Layout design underway
November 19 Final draft with layout sent to you November 26 Final draft returned
November 26 Shipping information due
November 27-Dec. 3 Prepress December 4 Final layout approval December 5-17 Print
December 6-18 Ship and Mail Post-Production
December 11 Final PDF sent December 26 Anticipated delivery
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Exhibit A - 2
SPRING 2025 ISSUE
Pre-Production December 31 Questionnaire sent to you
January 14 Questionnaires returned by you to Eco Partners January 28 First draft sent to you February 4 First draft returned
February 4 Photos/graphics sent to Eco Partners February 5-12 Translation prepared and sent
Production
February 5-17 Layout design underway February 18 Final draft with layout sent to you February 25 Final draft returned
February 25 Shipping information due Feb. 26-March 2 Prepress March 4 Final layout approval
March 5-17 Print March 6-18 Ship and Mail
Post-Production March 11 Final PDF sent March 25 Anticipated delivery
SUMMER 2025 ISSUE
Pre-Production April 1 Questionnaire sent to you April 15 Questionnaires returned by you to Eco Partners
April 29 First draft sent to you
May 6 First draft returned May 6 Photos/graphics sent to Eco Partners
May 7-14 Translation prepared and sent
Production May 7-19 Layout design underway
May 20 Final draft with layout sent to you May 28 Final draft returned May 28 Shipping information due
May 29-June 3 Prepress
June 4 Final layout approval June 5-17 Print
June 6-18 Ship and Mail
Post-Production June 12 Final PDF sent
June 25 Anticipated delivery
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