Contract - D&B Visions 2012-08-21• •
AGREEMENT FOR CONSULTANT SERVICES
This Agreement ( "AGREEMENT ") is made and effective as of August 21, 2012,
between the Costa Mesa Sanitary District, a sanitary district ( "DISTRICT "), and D &B
Visions, a sole proprietorship ( "CONSULTANT "). In consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:
Recitals
WHEREAS, CONSULTANT is an independent contractor and DISTRICT desires
to utilize the services of CONSULTANT to compile and develop a "Green Guide" for the
DISTRICT; and
WHEREAS, the project will be full color and 12 -pages long, with the final product
delivered as a PDF file, as indicated in their proposal and attached hereto as Exhibit A
and incorporated herein by this reference.
NOW, THEREFORE, the parties hereto agree as follows:
1. TERM
This AGREEMENT shall commence on August 21, 2012, 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
CONSULTANT shall perform the tasks described and set forth in Exhibit A,
attached hereto and incorporated herein as though set forth in full. CONSULTANT shall
complete the tasks according to the schedule of performance which is also set forth in
Exhibit A.
3. PERFORMANCE
CONSULTANT shall, at all times, faithfully, competently, and to the best of
his /her /its 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.
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4. 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 5 hereof.
5. PAYMENT
(a) DISTRICT agrees to pay CONSULTANT upon completion of the task.
This amount shall not exceed Three Thousand, Six Hundred Dollars ($3,600.00) for the
total term of this AGREEMENT unless additional payment is approved as provided in
this AGREEMENT. Said sum includes travel and other costs.
(b) CONSULTANT shall not be compensated for any services rendered in
connection with its performance of this AGREEMENT that are in addition to those set
forth herein, unless such additional services are requested in a written change order
and are approved in advance and in writing by DISTRICT. The written change order
requirement cannot be waived. The General Manager may approve change orders for
additional work not to exceed the cumulative value of ten percent (10 %) of the total
contract sum. Any additional work in excess of this cumulative amount shall be
approved by the Board of Directors.
(c) CONSULTANT will submit invoices upon task completion unless
otherwise agreed. Payment shall be made within thirty (30) days of receipt of each
invoice as to all non - disputed fees. If DISTRICT disputes any of CONSULTANT's fees,
DISTRICT shall give written notice to CONSULTANT within thirty (30) days of receipt of
an invoice of any disputed fees contained in the invoice.
6. 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
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
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usable form. Upon termination of the AGREEMENT pursuant to this Section, the
CONSULTANT will submit an invoice to the DISTRICT pursuant to Section 5.
7. 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 District Manager or his /her delegate determines that the
CONSULTANT is in default in the performance of any of the terms or conditions of this
AGREEMENT, he /she may in his /her discretion cause to be served upon the
CONSULTANT a written notice of the default and demand to cure. The CONSULTANT
shall have ten (10) days after service upon it 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 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.
8. 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
relate 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.
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(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.
9. 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 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 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 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 CONSULTANT or by any individual or entity for which
CONSULTANT is legally liable, including, but not limited to, officers, agent, employees,
or subconsultants of CONSULTANT.
10. INSURANCE
CONSULTANT shall maintain prior to the beginning of and for the duration of this
AGREEMENT insurance coverage as specified in Exhibit B attached to and made part
of this AGREEMENT.
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11. 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.
(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.
12. 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.
13. 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.
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14. 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 his /her tenure or for one 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.
15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST
(a) All information gained by CONSULTANT in the performance of this
AGREEMENT shall be considered confidential and shall not be released by
CONSULTANT without DISTRICT's prior written authorization. CONSULTANT and its
officers, employees, agents, or subconsultants 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 or relating to any project or property located within the DISTRICT.
Response to a subpoena or court order shall not be considered "voluntary" provided
CONSULTANT gives DISTRICT notice of such court order or subpoena.
(b) CONSULTANT shall promptly notify DISTRICT should CONSULTANT or 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 or 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 CONSULTANT and /or be present at any deposition,
hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with DISTRICT
and to provide the opportunity to review any response to discovery requests provided by
CONSULTANT. However, DISTRICT's right to review any such response does not
imply or mean that DISTRICT has a right to control, direct, or rewrite said response.
(c) CONSULTANT covenants that neither he /she /it nor any officer or principal
of their firm have any interest in, or shall acquire any interest, directly or indirectly, which
will conflict in any manner or degree with the performance of their services hereunder.
CONSULTANT further covenants that in the performance of this AGREEMENT, no
person having such interest shall be employed by it/them as an officer, employee,
agent, or subconsultant. CONSULTANT further covenants that CONSULTANT has not
contracted with nor is performing any services, directly or indirectly, with any
developer(s) and /or property owner(s) and /or firm(s) and /or partnership(s) owning
property in the DISTRICT or the study area and further covenants and agrees that
CONSULTANT and /or its subconsultants shall provide no service or enter into any
agreement or agreements with a /any developer(s) and /or property owner(s) and /or
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PSA 12 07
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firm(s) and /or partnership(s) owning property in the DISTRICT or the study area prior to
the completion of the work under this AGREEMENT.
16. 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
628 West 19th Street
Costa Mesa, California 92627
Attn: District Clerk
To CONSULTANT: D &B Visions
29642 Ramsey Court
Temecula, California 92591
Attn: Don Woo
17. 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.
18. 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.
19. GOVERNING LAW
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.
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20. 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.
21. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL
CONSULTANT is bound by the contents of Exhibit A, hereto and incorporated
herein by this reference. In the event of conflict, the requirements of DISTRICT's
Request for Proposals and this AGREEMENT shall take precedence over those
contained in the CONSULTANT's proposals.,
22. 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.
23. AUTHORITY TO EXECUTE THIS AGREEMENT
The, person or persons executing this AGREEMENT on behalf of CONSULTANT
warrant(s) and represent(s) that he /she /they has /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.
24. 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.
25. 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
General Manager
ATTEST:
District Clerk
APPROVED AS TO FORM:
Administrative S&xi Manager
APPROVED TO FORM:
District Counsel
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D&B VISIONS
CONSULTANT
Signature
Donald Woo
Typed Name
Owner
Title
0
Exhibit A
bringing your message to life
0
29642 Ramsey Court
Temecula, CA 92591
(951) 265 -8699
FAX 693 -9563
don.woo@dnbvisions.com
Proposal to Develop a "Green Guide"
For the Costa Mesa Sanitary District
BACKGROUND
The Costa Mesa Sanitary District (District) is seeking consultants to develop a "Green Guide"
which highlights environmentally friendly practices and alternatives to solid and liquid waste
disposal for District customers. D &B Visions (Visions) developed a similar guide for the City of
Rancho Cucamonga and was asked to develop a proposal for the District.
SCOPE OF WORK
The project will be full color and 12 -pages long, with the final product delivered as a PDF file.
As in all projects, teamwork is a necessity. To complete this project, Visions agrees to:
• Communicate with District staff to develop /share ideas to formulate a general layout;
• Acquire photos and graphics;
• Modify images as needed to enhance the final product;
• Develop project text;
• Layout project;
• Provide drafts for comments to District staff,
• Provide final product in PDF format. ,
The District must agree to:
• Communicate with Visions staff to develop /share ideas;
• Provide information pertinent to the project;
• Review drafts and comment as needed in a timely fashion;
• Compensate Visions for expenses.
FEE SCHEDULE
Visions standard fee to develop print materials is $300 per 8 '' /Z" x 11" page. Since this project is
expected to be 12 pages, the cost for this project will be $3600. This cost covers time for layout,
text writing, photo taking and "touch ups ", working with the printer, etc.
OTHER
Work will be completed off of Costa Mesa Sanitary District or affiliated entities property.
RIGHTS
Visions reserves the rights to use photographs used in this project for future endeavors, but
permits the District to use photographs for their projects. Photographs are not to be sold to other
vendors.
To:
From:
Date:
Subject:
COST
.A WESASA7V72Al2.2'�IiIS7RIC7
... an Independent Special District
Memorandum
Contractors
Anna Sanchez, Administrative Service Manager
July 17, 2012
District Insurance Requirements
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 no less than:
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.
Automobile Liability
$1,000,000 per accident for bodily injury and property damage
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 Costa Mesa Sanitary District to
add the following provisions to the insurance policies:
(Protecting our community's health 6y providing solid waste and sewer collection services
crosdca.gov
District Insurance Requirements •
Page 2
(A) General Liability. The general liability policy shall be endorsed to state that:
(1) the Costa Mesa Sanitary 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 Costa Mesa Sanitary 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 Costa Mesa Sanitary District, its
directors, officials, officers, 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.
(B) Workers' Compensation and Employers Liability Coverage. The insurer
shall agree to waive all rights of subrogation against the Costa Mesa Sanitary 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.
(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 the Costa Mesa Sanitary 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 Costa Mesa Sanitary 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 no less than A-
:VIII, licensed to do business in California, and satisfactory to the Costa Mesa Sanitary
District.
All insurance documents must be submitted and approved by the District's Risk
Manager prior to execution of any Agreement with the Costa Mesa Sanitary District.
*Please note that the Administrative Service Manager can waive certain insurance
requirements if all of the work or services will be completed off of Costa Mesa Sanitary
District or affiliated entities property.
T S ATE :OR, FMERAL 11
i beitii� teas p6
the app 4r i le business
#� e, tal(ing prQ sslor e �bulon,; dr.
�irnpli�nce �±nih oth�r;p;dnan�s ar f�vas
Board of Directors
Robert Ooten
James Ferryman
Mike Scheafer
James Fitzpatrick
Arthur Perry
Staff
Scott C. Carroll
General Manager
Joan Revak
Office Manager
Clerk of the District
Robin B. Hamers
District Engineer
(949) 631 -1731
Alan R. Burns
Legal Counsel
Marcus D. Davis
Treasurer
Phone
(949) 645 -8400
Fax
(949) 650 -2253
Address
628 W. 19th Street
Costa Mesa, CA
92627 -2716
0 •
Costa Mesa Sanitayv� District
... an I„aepe»aent Special oi,nia
NOTICE TO PROCEED
September 12, 2012
Don Woo
29642 Ramsey Court
Temecula, CA 92591
You are hereby notified to commence work on the 12th day of September,
2012, in accordance with our Agreement dated August 21, 2012 for the
development of a "Green Guide" booklet for the DISTRICT. The work
shall be substantially completed on or about October 31, 2012.
COSTA MESA SANITARY DISTRICT
An
Jav
ement Analyst
�Z
0Printed on I
Recycled Paper Protecting our community heafth ana the environment bV proz iamy sofia waste ana sewer collection services.
www.crosbca.gov
----,
4400.......:-.0.,
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v 4
" COSTJ4MSS Svv1TJ4 V 0IST I
�C�eORlaSv
. . . an Independent Special-District
Memorandum
To: Teresa Gonzalez, Accounting Manager
From: Scott Carroll, General Manager
Via: Javier Ochiqui, Management Analyst
Date: August 2, 2012
Subject: Budget Transfer for New 12-page Online Brochure
• This memo is to request a transfer of funds in order to develop a new 12-page online
comprehensive "Green Guide" brochure of all CMSD's programs. D&B Visions is an
environmental program development company, specializing in assisting cities,
counties and special districts and agencies inform their residents on natural resource
conservation and protection.
Please transfer the funds as follows:
Account Account Number Increase Decrease
Trash — Public Info/ 10-100000-4420 $2,000
ED/Community Promo
Trash — Postage 10-100000-4410 $2,000
Sewer— Public Info/ 20-200000-4420 $2,000
ED/Community Promo
Sewer— Postage 20-200000-4410 $2,000
Total transfer requested: $4,000
1Frotecting our community's health and the environment by providing solid waste and sewer collection services.
www.cmsdca.gov