Contract - JIMNI - 2006-04-20 jo
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AGREEMENT FOR SEWER PUMP STATION MAINTENANCE AND REPAIR
This Agreement is made and entered into this ,2 day of ' iL4-• 2006
BY and BETWEEN COSTA MESA SANITARY DISTRICT (hereinafter referred to as
`District"), a California sanitary district established pursuant to Health and Safety Code sections
6400 et seq and JIMNI SYSTEMS, INC. (hereinafter referred to as `Contractor'), a California
corporation, with reference to the following facts:
RECITALS
WHEREAS, District provides sewer service to its patrons pursuant to a system of sewer
lines owned and operated by District and must take reasonable steps to prevent and abate sewer
system overflows, including providing sewer pump maintenance and service and further
providing emergency repairs when a pump station malfunctions thereby causing such a sewer
overflow' and
WHEREAS, the District previously had contracted with the City of Costa Mesa to
provide certain services related to sewer system overflows and pump station maintenance: and
WHEREAS, the District has now separated from City and has terminated its service
agreement with City for said services, and
WHEREAS, the District has knowledge of Contractor's expertise in providing
emergency pump station repair services, and
WHEREAS, District and Contractor do now desire to contract for regular pump station
maintenance and emergency response and repair and
WHEREAS, Contractor has represented that it is competent to provide such services; and
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WHEREAS, District desires an agreement in which the Parties may share certain
equipment and facilities and in which personnel of District and Contractor may work together in
providing services relating to pump station maintenance, service and repair. and
WHEREAS, the Parties acknowledge that District may later employ its own employees
to provide these services and may therefore, only need Contractor to provide these services on
an interim basis;
NOW THEREFORE, the Parties hereto agree as follows.
1. Scope of services. Contractor shall provide the following regular and emergency
services:
(a) Regular services. Contractor shall provide the following regular pump station
maintenance services:
(i) Contractor shall provide regular and specialized pumping station
maintenance with trained and knowledgeable staff on a schedule
determined by the District. Contractor shall be familiar with and
thoroughly understand the components, equipment, and operation
of all 20 District sewer-pumping stations.
(ii) Contractor shall perform daily quarterly semiannual, and annual
pump station service based on a checklist of items for each interval
as prepared by the District Maintenance Supervisor
(b) Emergency services. Contractor shall provide the following emergency services:
(i) Contractor shall provide after-hours emergency services defined as
being required between the hours of 5pm to lam, Monday through
Friday and weekends as the primary responder for pumping station
alarms or as secondary responder if so designated by District.
Contractor shall respond immediately to all after hours service
calls and shall endeavor to be on-site within two (2) hours.
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Contractor shall understand and be able to transport, operate, and
use the District's two standby diesel generators and the District's
two by-pass pumps and similar or replacement equipment.
(ii) Contractor shall immediately respond to normal duty hour
emergencies defined as occurring between lam and 5pm Monday
through Friday when notified of an alarm.
2. Contractor training. Contractor agrees as follows:
(a) Contractor's staff shall be trained and certified in California and Federal OSHA
practices for entry and work in and around `permit required confined spaces.
(b) Contractor understands the majority of District pumps are manufactured by Flygt
Corporation and Contractor shall endeavor to obtain certification through Flygt training courses.
(c) Contractor shall be knowledgeable and trained in pump maintenance and shall
perform specialized service as requested by the District's Maintenance Supervisor
3. Contractor compensation. Contractor shall be compensated at the rates provided in
Exhibit A, which shall remain in effect for one (1) year Contractor shall provide invoices on
no more frequently than a monthly basis showing services provided, dates and times of service
and persons providing those services and parts provided. Invoices shall provide such itemization
and detail as the Manager/District Engineer shall reasonably require.
4. Equipment/personnel sharing. This Agreement provides for a unique sharing
arrangement of both personnel and equipment. Contractor shall work in a cooperative manner
with District Maintenance Supervisor and other District personnel with the goal of increasing the
reliability and operating efficiency of the District pumping stations. Contractor and District shall
share Contractor and District-owned tools, equipment, and vehicles as necessary to perform
services. Tools, equipment and vehicles purchased and owned by the respective organizations
shall remain the property of the purchasing organization.
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5. Employee/personnel list. Contractor shall provide the District with an updated
manpower list with names, addresses, and phone numbers of its staff dedicated to District work
including copies of certifications and licenses obtained by the personnel.
6. Recommendations for improvements. Contractor's staff shall meet with District's
Manager/District Engineer and/or Assistant Manager as requested by District to discuss
recommendations for improvements, advancements and new technology schedule revisions, and
other topics that may increase the operating efficiency and reliability of the District's pumping
stations.
7 Prevailing wages. District has determined that prevailing wages may apply and
Contractor has agreed to comply with said laws. Contractor shall fully indemnify District if
Contractor fails to comply with said laws and will pay any wages and penalties assessed for
failure to comply
8. Licenses. Contractor has the following licenses: C-42 (Sanitation System Contractor).
Contractor agrees it will possess all licenses required by law to perform the duties specified in
this contract.
9 Insurance. Contractor has the coverages attached hereto as Exhibit 'B' and will
maintain those coverages during the term of this Agreement. Contractor will provide District
with an endorsement naming District as an additional insured on its commercial general liability
policy
10. Indemnification. The parties agree that due to the unique personnel and equipment
sharing arrangements provided for in this Agreement, the parties will each agree to indemnify
defend and hold each other harmless from any and all liability that arises from their intentional or
negligent acts.
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11. Work quality Contractor agrees to perform all work in a competent and
workmanlike manner Any emergency conditions that may exist shall be taken into
consideration in determining if such work was performed in a workmanlike manner All work
shall be guaranteed for a minimum of one (1) year
12. Safety Contractor shall observe all safety procedures when performing said job,
including but not limited to those set forth in Labor Code Section 6705 pertaining to trenching,
those provided by CAL-OSHA and those set forth in the most recent editions of CAL TRANS
manuals pertaining to traffic control and the use of warning devices for highway work. Such
standards shall include the following:
1 The Work Area Traffic Control Handbook (WATCH).
2. The Manual of Warning Signs, Lights and Devices for Use in Performance of Work
Upon Highways.
3 State Labor Code Sections 6704 6706 and 6707
4 The Construction Safety Orders (CAL-OSHA).
5 The General Industry Safety Orders (CAL-OSHA).
6. Standard Specifications for Public Works Construction (The Green Book).
13. Tenn. Due to District's unique need for such services on at least a temporary basis
but possibly for an extended interim basis until District determines the permanent pump station
response plan that it will implement, this contract may be terminated without cause by the giving
of ninety (90) days notice. If either party has cause, it may terminate this contract upon the
giving of thirty (30) days notice, provided it has given notice of the grounds for termination to
the other party and at least ten (10) days to cure any defects in performance.
14. Ownership of documents.
(a) Contractor shall maintain complete and accurate records with respect to the
performance of its services under this Agreement and other such information required by District
that relate to the performance of services provided in sufficient detail to permit an evaluation of
services. All such records shall be maintained in accordance with generally accepted accounting
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principles and shall he 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 records relating to
pump maintenance, repairs and warranties, 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.
15. Independent consultant.
(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 whatever 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 this
Agreement, District shall not pay salaries, wages, or other compensation to Contractor for
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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
16. 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.
17 Undue influence. Contractor declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of the Costa Mesa Sanitary
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 Costa Mesa Sanitary 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
18. 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
responsibilities with respect to the Project during his/her tenure or for one (1) 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.
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19 Release of information/Conflicts of interest.
(a) All information gained by Contractor in performance of this Agreement shall he
considered confidential and shall not be released by Contractor without District's prior written
authorization. Contractor its officers, employees, agents or subconsultants, shall not without
written authorization from the District 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 its officers, employees,
agents or subconsultants 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 and 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 Contractor
However, District's right to review any such response does not imply or mean the right by
District to control, direct or rewrite said response.
20. Notices. Any notice which either party may desire to give to the other party under
this Agreement must be in writing and may be given either by (0 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:
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To District. Costa Mesa Sanitary District
628 West 19th Street
Costa Mesa, California 92627
Attn: District Clerk
To Contractor JIMNI Systems, Inc.
25295 Cinnamon Road
Lake Forest, California 92630
21. 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.
Contractor shall provide District fourteen (14) days notice prior to the departure of Jim
Pleasants from Contractor's employ Should he/she leave Contractor's employ the District shall
have the option to immediately terminate this Agreement, within three (3) days of the close of
said notice period. Upon termination of this agreement, Contractor's sole compensation shall be
payment for actual services performed up to, and including, the date of termination or as may be
otherwise agreed to in writing between the Board of Directors and the Contractor
22. Governing Law The District and the 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 municipal, superior or federal district court
with jurisdiction over the Costa Mesa Sanitary District.
23. 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.
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24. Authority to execute this agreement. The person or persons executing this
Agreement on behalf of Contractor warrants and represents that he/she has the authority to
execute this Agreement on behalf of the Contractor and has the authority to bind Contractor 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.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
by their officers thereunto duly authorized on the date first written above.
JIMNI Systems,Inc.
Date: 411A--2 G 1470 By / _
Its
Costa Mesa Sanitary District
Date: art e;0, „2041; By '1'/ l ��/YN�/�
President
By 0-61:L%. 0
Secretary
APPROVED AS TO FORM
ALAN R. BURNS
DISTRICT COUNSEL
By
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