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Contract - Robotic Sewer Solutions, Inc. - 2017-04-11 . AGREEMENT FOR PUBLIC WORKS FOR SMALL JOB (SHORT FORM WITH PREVAILING WAGES, "TURNKEY", DIR, AND BONDS) (UNDER $50,000) #314 Grade 5 Repairs Phase 7 This Agreement ("AGREEMENT") is made and effective as of , 2017, between the Costa Mesa Sanitary District, a sanitary district ("DISTRI T"), and Robotic Sewer Solutions, Inc. a California corporation ("CONTRACTOR"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This AGREEMENT shall commence on _ 1., 1I 2017, and shall remain and continue in effect until tasks described herein ire completed, unless sooner terminated pursuant to the provisions of this AGREEMENT. CONTRACTOR shall complete all work within 25 working days from the date the DISTRICT issues a notice to proceed. 2. SERVICES The SERVICES to be provided are more particularly described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference. 3. PERFORMANCE CONTRACTOR shall perform all SERVICES under this AGREEMENT in a skillful and competent manner, consistent with the standards generally recognized as being employed by contractors in the same discipline in the State of California and consistent with all applicable laws. CONTRACTOR shall provide DISTRICT its work product in "turnkey" form. DISTRICT reserves the right to perform reasonable testing of CONTRACTOR's work product before accepting the same. CONTRACTOR shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. COMPENSATION Compensation for the SERVICES shall be lump sum for each item as shown on Exhibit"A"and the total shall not exceed Thirty-Four Thousand Four Hundred and 00/100 ($34,400.00). The written change order requirement cannot be waived. Failure to submit 1 PSA 30U 12 10 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. Invoices shall be submitted to DISTRICT monthly as performance of the SERVICES progresses. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. SERVICES on the PROJECT shall begin immediately and be completed within twelve months of the first date written above. unless extended by DISTRICT in writing. 5. PREVAILING WAGES CONTRACTOR understands that this job, if over One Thousand Dollars ($1,000.00) in value and 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. CONTRACTOR agrees to pay prevailing wages and maintain prevailing wage records regarding those payments. CONTRACTOR is also required to comply with the apprentice requirements. CONTRACTOR shall defend, indemnify, and hold the DISTRICT, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. CONTRACTOR 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.) CONTRACTOR acknowledges that if required, it must be registered with the Department of Industrial Relations (DIR) to perform this work and affirms that it is registered. CONTRACTOR agrees to submit electronic payroll information unless this requirement is suspended by the DIR. District will file a PWC 100 form with the DIR to register this project. 6. SUBCONTRACTING This paragraph only applies if this AGREEMENT was awarded following a competitive bid. If CONTRACTOR submitted a subcontractors list, CONTRACTOR may only substitute a listed subcontractor by complying with the Subletting and Subcontracting Fair Practices Act. (See Public Contact Code§§4100 et seq.) CONTRACTOR cannot perform work using a subcontractor who is debarred. CONTRACTOR hereby assigns unfair business practice claims (Clayton Act and Cartwright Act) to the DISTRICT. CONTRACTOR declares by signing this AGREEMENT that CONTRACTOR did not collude to obtain this job. (Public Contract Code § 7106.) 7. PROGRESS PAYMENTS 2 PSA 30U 12 10 Progress payments may be authorized if this job will take in excess of thirty (30) days. DISTRICT agrees to promptly make progress payments on undisputed and properly submitted payment request within thirty (30) calendar days and to comply with the provisions of Public Contract Code Section 20104.50. If this AGREEMENT is for at least Five Thousand Dollars ($5,000.00) and progress payments are made, DISTRICT will retain five percent (5%) of the total contract amount until sixty (60) days after the notice of completion is filed. (Public,Contract Code §§ 7107, 9203.) CONTRACTOR may substitute securities in lieu of retention pursuant to Public Contracts Code Section 22300. 8. INSURANCE CONTRACTOR 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 CONTRACTOR, its agents, representatives, employees, or subcontractors. CONTRACTOR shall also require all of its subcontractors to procure and maintain the same insurance for the duration of this AGREEMENT. If CONTRACTOR is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONTRACTOR shall procure and maintain workers' compensation coverage for such employees which meets all requirements of state law(Labor Code§ 1861 CONTRACTOR 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, CONTRACTOR 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: CONTRACTOR 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. 3 PSA 30U 1210 (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. 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 CONTRACTOR, 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 CONTRACTOR'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 CONTRACTOR'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 CONTRACTOR. (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 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. 4 PSA 30U 12 10 9. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONTRACTOR's services, to the fullest extent permitted by law, CONTRACTOR 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 CONTRACTOR, its officers, agents, employees, or subCONTRACTORs (or any entity or individual that CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR or by any individual or entity for which CONTRACTOR is legally liable, including, but not limited to, officers, agents, employees, or subCONTRACTORs of CONTRACTOR. 10. SAFETY AND SITE CONDITION CONTRACTOR shall perform all operations with due regard for safety and in strict compliance with all applicable laws relating thereto. It shall be CONTRACTOR'S responsibility to keep the site in a clean, neat and orderly condition. It shall also be CONTRACTOR'S duty to dust-palliate all working areas and access routes, if applicable. All operations shall be conducted by CONTRACTOR so that no fire hazards are created. 11. TERMINATION DISTRICT may terminate this AGREEMENT at any time with or without cause. If DISTRICT terminates this AGREEMENT without cause before PROJECT completion, CONTRACTOR shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONTRACTOR may terminate this AGREEMENT for cause only. 12. WARRANTY CONTRACTOR shall perform, at its own cost and expense and without reimbursement from DISTRICT, any services necessary to correct errors or omissions which are caused 5 PSA 30U 12 10 A by CONTRACTOR's failure to comply with the standard of care provided for herein. CONTRACTOR shall guarantee work done on the PROJECT for a one-year (1) period commencing on the date of substantial completion. CONTRACTOR shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 13. 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, CONTRACTOR shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product, CONTRACTOR shall make that software and hardware available to the DISTRICT at no cost during normal business hours. If the Services and Equipment required by this Agreement exceed $25,000 the CONTRACTOR shall obtain a labor and material bond and a faithful performance bond on District forms both in the amount of 100%of the contract value. (Civil Code Sec 9550). This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. DISTRICT acknowledges that if it provides CONTRACTOR with locations of 9 underground pipelines and DISTRICT is incorrect and those utilities must be relocated, DISTRICT will pay for those relocation costs in accordance with statutory requirements. (Government Code §4215.) If excavation is required, CONTRACTOR agrees to comply with Gov. Code §2016 and delineate any area to be excavated before contacting The Regional Notification Center and obtaining authorization to excavate. CONTRACTOR agrees to provide DISTRICT with notice of any hazardous materials or subsurface or latent physical site conditions it encounters if this work involves excavations deeper than four feet (4'). If this exceeds Twenty-Five Thousand Dollars 6 PSA 30U 1210 ($25,000.00) and the excavations exceed five feet (5'), CONTRACTOR must provide a detailed trenching plan. (Public Contracts Code § 7104; Labor Code §6705.) DISTRICT shall give CONTRACTOR timely notice of third-party claims. For claims that are less than Three Hundred Seventy-Five Thousand Dollars ($375,000.00), the provisions of Public Contracts Code Sections 20104 et seq. (Article 1.5 — Resolution of Construction Claims) shall be followed. For claims for money or time submitted pursuant to Public Contract Code 9204, the provisions of that section shall apply and a meet and confer process, followed by nonbinding mediation, shall occur. CONTRACTOR is and shall at all times remain as to DISTRICT an independent contractor. 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 performing any services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONTRACTOR for injury or sickness arising out of performing any services hereunder. All information gained by CONTRACTOR in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONTRACTOR without DISTRICT's prior written authorization. CONTRACTOR 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 CONTRACTOR gives DISTRICT notice of such court order or subpoena. CONTRACTOR warrants that the individual who has signed this AGREEMENT has the legal power, right, and authority to make this AGREEMENT and bind the CONTRACTOR 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. DISTRICT CONTRACTOR Robotic Sewer Solutions, Inc. Approved by: Reviewed and Accepted by: Steven R meyer 7 PSA 30U 12 10 General Manager Signature Approved as to Form: Name att^-4t: Harper& Burns LLP Title District Counsel Date 8 PSA 30U 12 10 Exhibit A Scope of Service (Attached) 9 PSA 30U 12 10