Contract - Eco Partners, Inc. - 2012-07-05PROFESSIONAL SERVICES AGREEMENT FOR
COSTA MESA SANITARY DISTRICT
THIS AGREEMENT ( "AGREEMENT ") is made and entered into this 5th day of July
2012, by and between the COSTA MESA SANITARY DISTRICT, a California Sanitary District,
hereinafter referred to as "DISTRICT" and ECO PARTNERS, INC. hereinafter referred to as
"CONSULTANT ".
WITNESSETH
WHEREAS, CONSULTANT is an independent contractor and DISTRICT desires to
utilize the services of CONSULTANT to compile and distribute quarterly newsletter publications
"One Person's Trash... ;
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of the Work
For the remuneration stipulated, the DISTRICT hereby engages the services of
CONSULTANT to compile and distribute quarterly newsletter publications "One Person's
Trash... ;
CONSULTANT shall provide the following under the terms of this Agreement:
1.1 Compile and mail out 21,500 copies and one electronic version of "One Person's
Trash..." in each of the following months: December 2012, March 2013, June
2013, and September 2013.
1.2 Provide general design and layout of the entire publication.
1.3 Draft copy for the DISTRICT to revise and /or customize for pages one and four of
the publication.
1.4 Edit DISTRICT copy for publication.
1.5 Provide final copy for DISTRICT approval prior to printing.
1.6 Coordinate distribution and mailing based on mailing list provided by DISTRICT.
In addition, the DISTRICT shall do the following in a timely manner:
2.1 Adhere to printed production schedule (Exhibit A).
2.2 Provide written approval on final copy for printing.
2.3 Provide a complete and updated mailing list in a database format.
2.4 Bear all costs incident to compliance with the requirements 2.1 — 2.4.
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2. Scheduling
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 within the stated time
frame, the DISTRICT may exercise the following measures:
Deduct from the CONSULTANT'S payment the amount necessary to
correct the deficiency, including DISTRICT overhead costs and impose
a deficiency deduction.
2. Withhold the entire or partial payment.
3. 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 $9,579.50, after quarterly newsletters have been completed and
mailed, up to the amount of $38,318.
b. The total compensation amount is itemized as follows:
Description
Per Quarter
Per Year
Newsletter Production
$3,218.00
$12,872.00
Shipping
$353.00
$1,412.00
Mailing House Preparation
$1,300.00
$5,200.00
Subtotal
$4,871.00
$19,484.00
Estimated Postage
$4,708.50
$18,834.00
Estimated Total
$9,579.50
$38,318.00
c. Postage is estimated and shall be billed at actual cost.
d. Payment may be made by check, payable to Eco Partners, Inc., or by credit card.
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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.
Time for Compliance CONSULTANT shall not commence Work under this
Agreement until it has provided evidence satisfactory to the District that it has secured all
insurance required under this section. In addition, CONSULTANT shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the DISTRICT that the subcontractor has secured all insurance required under this section.
Minimum Requirements CONSULTANT shall, at its expense, procure and
maintain for the duration of the Agreement insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of the
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 the AGREEMENT. Such insurance shall meet at least the following
minimum levels of coverage:
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 no less than:
(1) General Liability: $1,000,000 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; (2) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (3) 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 $1,000,000 per accident for bodily injury or
disease.
Insurance Endorsements The insurance policies shall contain the following
provisions, or CONSULTANT shall provide endorsements on forms supplied or approved by the
DISTRICT to add the following provisions to the insurance policies:
General Liability The general liability policy shall be endorsed to state that: (1)
the DISTRICT, its directors, officials, officers, employees, agents and volunteers shall be
covered as additional insured 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 the 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 the DISTRICT, its directors, officials, officers,
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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.
Automobile Liability CONSULTANT shall provide DISTRICT with proof of
automobile insurance coverage.
Workers' Compensation and Employers Liability Coverage The insurer shall
agree to waive all rights of subrogation against the 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.
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 the DISTRICT; and (B) any failure to comply with reporting or other provisions of
the policies, including breaches of warranties, shall not affect coverage provided to the
DISTRICT, its directors, officials, officers, employees, agents and volunteers.
Separation of Insured; No Special Limitations All insurance required by this
Section shall contain standard separation of insured provisions. In addition, such insurance
shall not contain any special limitations on the scope of protection afforded to the DISTRICT, its
directors, officials, officers, employees, agents and volunteers.
Deductibles and Self- Insurance Retentions Any deductibles or self- insured
retentions must be declared to and approved by the DISTRICT. CONSULTANT shall guarantee
that, at the option of the DISTRICT, either: (1) the insurer shall reduce or eliminate such
deductibles or self- insured retentions as respects the DISTRICT, its directors, officials, officers,
employees, agents and volunteers; or (2) the CONSULTANT shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
Acceptability of Insurers Insurance is to be placed with insurers with a current
A.M. Best's rating no less than A- :VIII, licensed to do business in California, and satisfactory to
the DISTRICT.
Verification of Coverage CONSULTANT shall furnish District with original
certificates of insurance and endorsements effecting coverage required by this Agreement on
forms satisfactory to the DISTRICT. The certificates and endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and
shall be on forms provided by the DISTRICT if requested. All certificates and endorsements
must be received and approved by the DISTRICT before work commences. The DISTRICT
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
5. Independent Contractor
The parties agree that CONSULTANT is an independent contractor who is being paid to
produce a result. CONSULTANT is in no way an employee of DISTRICT. CONSULTANT controls
the means of accomplishing the work. CONSULTANT shall pay all Federal and State payroll taxes
for employees of CONSULTANT and said employees shall in no way be deemed or construed to
be employees of DISTRICT for any purpose.
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6. Term
The term of this Agreement shall be for a period of one year from July 5, 2012 to June
30, 2013 with two one -year extensions at the DISTRICT'S option. Option year one, if exercised,
shall be effective from July 1, 2013 to June 30, 2014. Option year two, if exercised, shall be
effective from July 1, 2014 to June 30, 2015.
7. Assignment
No assignment of this AGREEMENT may be made without the express written consent of
DISTRICT.
8. Termination
Either party shall have the right to terminate this AGREEMENT at a date earlier than
specified in paragraph 6 without cause, by giving 10 days written notice. CONSULTANT shall
forward all work relating to this AGREEMENT to DISTRICT within 5 days of termination.
9. Notice
The parties may give notice under this AGREEMENT by sending such notice certified mail
addressed as follows:
TO DISTRICT: COSTA MESA SANITARY DISTRICT
628 W. 19th Street
Costa Mesa, CA 92627
ATTN: Noelani Middenway, Executive
Assistant/Deputy District Clerk
TO CONSULTANT: ECO PERTNERS, INC. (ECO)
P.O. Box 496
Carmel, IN 46082
ATTN: Elizabeth Roe, President
Such notice shall be deemed received five (5) days after mailing whether signed for or not.
10. Integration
This AGREEMENT constitutes the entire AGREEMENT and understanding between the
parties hereto, and it shall not be considered modified, altered, changed or amended in any respect
unless in writing and signed by the parties hereto.
11. No Waiver
The failure of the DISTRICT at the time to require performance by the CONSULTANT of
any provisions hereof shall in no way affect the right of the DISTRICT thereafter to enforce same.
Nor shall waiver by the DISTRICT of any breach of any provisions hereof be taken or held to be a
waiver of any succeeding breach of such provision or as a waiver of any provision itself.
12. Indemni
CONSULTANT agrees to indemnify, defend and hold harmless the DISTRICT, its officers,
agents, employees and volunteers from any claims or liability arising out of the performance of this
AGREEMENT, save and except that caused by DISTRICT's sole active negligence.
13. Attorney's Fees
The parties agree that should any dispute arise concerning the interpretation of this
AGREEMENT, or regarding the performance or non - performance of this AGREEMENT, that the
prevailing party shall be entitled to reasonable attorney's fees.
WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
first above written.
Approved as to Form:
By: K ,1_11 - --t / L
Colin Burns, Associate District Counsel
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COSTA MESA SANITARY DISTRICT
By:
Scott C. Carroll, General Manager
CONSULTANT
By: ,
i liz beth Roe, President
Exhibit A
"One Person's Trash..."
Production Schedule
WINTER 2013 ISSUE
October 4
Questionnaire sent to you
October 18
Questionnaires returned by you to Eco
November 1
First draft sent to you
November 8
First draft returned
November 8
Photos /graphics mailed in to Eco
November 9
Copy to layout designer
November 15
Final draft sent to you
November 16
Proofing /final copyediting
November 27
Final draft returned
November 30
Final layout
December 3
Prepress
December 10
Print
December 12
Ship
December 19
Delivery to mailing house
January 3
Anticipated delivery to residents
SPRING 2013 ISSUE
January 3
Questionnaire sent to you
January 17
Questionnaires returned by you to Eco
January 31
First draft sent to you
February 7
First draft returned
February 7
Photos /graphics mailed in to Eco
February 8
Copy to layout designer
February 14
Final draft sent to you
February 21
Final draft returned
February 26
Proofing /final copyediting
March 4
Final layout
March 7
Prepress
March 13
Print
March 15
Ship
March 22
Delivery to mailing house
April 5
Anticipated delivery to residents
SUMMER 2013 ISSUE
April 4
Questionnaire sent to you
April 18
Questionnaires returned by you to Eco
May 2
First draft sent to you
May 9
First draft returned
May 9
Photos /graphics mailed in to Eco
May 10
Copy to layout designer
May 16
Final draft sent to you
May 23
Final draft returned
May 28
Proofing /final copyediting
June 4
Final layout
June 7
Prepress
June 13
Print
June 15
Ship
June 21
Delivery to mailing house
July 5
Anticipated delivery to residents
FALL 2013 ISSUE
July 11
Questionnaire sent to you
July 25
Questionnaires returned by you to Eco
August 8
First draft sent to you
August 15
First draft returned
August 15
Photos /graphics mailed in to Eco
August 16
Copy to layout designer
August 22
Final draft sent to you
August 29
Final draft returned
September 3
Proofing /final copyediting
September 10
Final layout
September 13
Prepress
September 17
Print
September 19
Ship
September 26
Delivery to mailing house
October 10
Anticipated delivery to residents