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Contract - Plumbers Depot, Inc. - 2012-11-05 AGREEMENT FOR SERVICES Plumbers Depot, Inc. This Agreement is made and effective as of November 5, 2012, between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and Plumbers Depot, Inc., a California Corporation ("CONSULTANT"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, DISTRICT desires to procure and install smart cover devices that will monitor the flow level of DISTRICT-owned sewer pipes; and WHEREAS, the smart covers will allow DISTRICT staff to respond faster and avoid potential sanitary sewer overflows by having these devices installed; and WHEREAS, CONSULTANT has submitted a proposal to DISTRICT for installing two smart cover devices as well providing a communication system to monitor flow levels; and WHEREAS, DISTRICT believes it would be in its best interest to enter into an agreement with CONSULTANT to provide smart cover devices. NOW, THEREFORE the parties hereto do hereby agree as follows: 1. TERM This Agreement shall commence on November 5, 2012, and shall remain and continue in effect until tasks described herein are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT. For monitoring services, the term shall be on a year-to-year basis, unless terminated sooner as described in Section 6 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 ("SERVICES"). From the date of the "Notice to Proceed" was issued, CONSULTANT shall complete installing the devices in thirty (30) calendar days and will continue to providing monitoring services on a month-to-month basis unless this AGREEMENT is terminated pursuant to the provisions of this AGREEMENT. 1 3. PERFORMANCE CONSULTANT 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. CONSULTANT shall provide DISTRICT its work product in "turnkey" form. DISTRICT reserves the right to perform reasonable testing of CONSULTANT's work product before accepting the same. 4. COMPENSATION DISTRICT agrees to pay CONSULTANT in accordance with the tasks as set forth in Exhibit "A", attached hereto and incorporated herein by this reference as though set forth in full, upon completion of SERVICES. However, unless expressly agreed in a written change order in advance by DISTRICT, the cost to DISTRICT for procuring two (2) smart cover devices shall not exceed seven thousand six hundred fifty two dollars and forty one cents ($7,652.41), which includes Annual Power Service and sales tax. 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. In addition, DISTRICT agrees to pay CONSULTANT one thousand one hundred dollars ($1,100.00) for installation services and a monitoring fee of $400 per unit per year, which shall not exceed eight hundred dollars ($800.00) per year. The DISTRICT also agrees to pay a one-time charge of eight hundred .dollars ($800.00) for smart cover service set up and training. These costs shall not exceed the allotted amount unless additional payment z is approved as provided in this Agreement. Said sum includes travel and other costs. Invoices shall be submitted to DISTRICT upon 50% task completion and again upon 100% task completion. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. 5. PREVAILING WAGES CONSULTANT understands that this job, if over One Thousand Dollars ($1,000.00) in valuejand 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. CONSULTANT agrees to pay prevailing wages and maintain prevailing . wage records regarding those payments. CONSULTANT is also required to comply with the apprentice requirements. CONSULTANT shall defend, indemnify, and hold the DISTRICT, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out 2 of any failure or alleged failure to comply with the Prevailing Wage Laws. CONSULTANT 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 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 :meets all requirements of state law (Labor Code § 1861). CONSULTANT shall also provide errors and omissions professional liability insurance appropriate to its profession in an amount, with conditions, and for a term acceptable to the DISTRICT. 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): (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 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. 3 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 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 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 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 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 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 ofi the policies, including breaches or warranties, shall not affect 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 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 4 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, agents, employees, or subconsultants of CONSULTANT. 8. TERMINATION DISTRICT may terminate this AGREEMENT at any time with or without cause. If DISTRICT terminates this AGREEMENT without cause before PROJECT completion, CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONSULTANT may terminate this AGREEMENT for cause only. - 9. 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. 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, CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product, CONSULTANT shall make that software and hardware available to the DISTRICT at no cost during normal business hours. . • 5 This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. CONSULTANT is and shall at all times remain as to DISTRICT an independent contractor. 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 this AGREEMENT,. DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing any services hereunder for DISTRICT. DISTRICT shall not,be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing any services hereunder. 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 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 CONSULTANT gives DISTRICT notice of such court order or subpoena. CONSULTANT warrants that the individual who has signed this AGREEMENT has the legal power, right, and authority to make this AGREEMENT and bind the CONSULTANT 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 the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [Signatures on Next Page] 6 DISTRICT CONSULTANT Approved by: Reviewed and Accepted b : ilk Al Al " Genera anager Sign- a / . aA-2-r to u� Approved as to Form: Name U . pi�S T Harper& Burns LLP Title Associate District Counsel l0 3f Zit>GZ Date 7 PSA 30U 1210 Exhibit A .°,�•°„” - PLUMBERS DEPOT INC. �,; Quote 3921 W. 139th Street ` 'Hawthorne,CA 90250 Date Estimate# Phone: (866)422-2156 1073/2012 8078 Fax: (310)355-17.11 . Name/Address Costa Mesa Sanitary District 628 W. 19th Street Costa Mesa,CA 92627-2716 Item Description Qty Price Total SMAT-OISAT Standard Smart Cover Unit With Battery Pack.(SAT) 2 3,326.00 6,652.001 SMART-03 Smart Cover Mounting&Installation 2 550.00 1,100.00 Install Units on Manhole Cover Install Antenna on Manhole Cover Set Water Level Cable Length SMART-04 Service,Yearly Monitoring Service 2 400.00 800.00 Misc-It Annually PowerService Due on Year 2 per unit 2 225.00 450.00T SMART-02 Smart Cover Service Set Up and Training 1 800.00 800.00 • (One Time Charge) Quote good for 30 Days. Subtotal $9,802.00 Sales Tax (7.75%) $550.41 Total $10,352.41 Signature and Na... Fax# (310)355-1711 • ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) TM 11/02/2012 PRODUCER Phone:(949)334-5330 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MPX Insurance Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 27121 Aliso Creek Road, Suite 130 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Aliso Viejo, CA 92656 License#: 0H49306 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Safeco Insurance Company 19690 Plumbers Depot INSURERS: Golden Eagle Insurance 24732 3921 W 139th St INSURER C: Southern Insurance Company Hawthorne, CA 90250 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR 1NSRD TYPE OF INSURANCE DATE(MM/DD/YY) DATE WMM/DD/YYI A Y GENERAL LIABILITY 02BP76151440 09/04/2012 09/04/2013 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurencel S 1,000,000 CLAIMS MADE X OCCUR MED EXP(Any one person) S 10,000 PERSONALS ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG S 2,000,000 POLICY PE° n LOC B Y AUTOMOBILE LIABILITY 24CC29578910 09/13/2012 09/13/2013 COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) 1,000,000 ALL OWNED AUTOS BODILY INJURY X SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident( GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ • S DEDUCTIBLE $ RETENTION $ $ C WORKERS COMPENSATION AND MWC0007955-01 08/01/2012 08/01/2013 X T RYT M TS OFR EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 y OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate holder is named additonal insured regarding general liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Costa Mesa Sanitary District NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 628 W. 19th \\QC IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Costa Mesa, CA 92627-2716 \� REPRESENTATIVES. AUTH IZED REPRESENTATIVE !/Pi (PAP) ACORD 25(2001/08) ©ACORD CORPORATION 1988 Printed by PAP on November 02,2012 at 09:12AM IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001/08) Printed by PAP on November 02,2012 at 09:12AM COMMERCIAL LIABILTY POLICY#02BP76151440 BUSINESS AUTO LIABILITY POLICY# 24CC29578910 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART BUSINESS AUTO LIABILITY SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Costa Mesa Sanitary District 628 W. 19`h Street Costa Mesa, CA 92627-2716 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include This insurance does not apply to"bodily injury"or as an additional insured the person(s) or "property damage" occurring after: organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property I. All work, including materials, parts or equipment damage" or"personal and advertising injury" caused, furnished in connection with such work, on the in whole or in part, by: project (other than service, maintenance or I. Your acts or omissions; or repairs) to be performed by or on behalf of the additional insured(s) at the location of the 2. The acts or omissions of those acting on your covered operations has been completed; or Behalf. 2. That portion of"your work" out of which the injury in the performance of your ongoing operations for the or damage arises has been put to its intended additional insured(s) at the location(s) designated use by any person or organization other than above. another contractor or subcontractor engaged in B. With respect to the insurance afforded to these performing operations for a principal as a part of additional insured's, the following additional exclu- the same project. sions apply: CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 0 •