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Contract - Hamers - 1992-08-27 MANAGEMENT AGREEMENT THIS AGREEMENT is made and entered into this 2 t - day of 1992 by and between the COSTA MESA SANITARY DISTRICT (hereinafter "D TRICT") and ROBIN B. HAMERS & ASSOCIATES INC (hereinafter 'MANAGER' ) RECITALS 1 DISTRICT is a sanitary district organized under and by virtue of the Sanitary District Act of 1923 with powers to contract' as provided for herein. 2 MANAGER is a company qualified by experience staff and facilities to undertake the management of DISTRICT 3 MANAGER and DISTRICT desire to set forth their rights and obligations in con- nection with this MANAGEMENT AGREEMENT NOW THEREFORE, for and in consideration of the covenants contained herein, performed and to be performed the parties hereto agree as follows I DISTRICT Board shall enact policy which shall be communicated to MANAGER from time to time and MANAGER shall in keeping with said policy perform the services as set forth in THIS AGREDIENT without undue or unreasonable interference from DISTRICT Board II MANAGER shall be an independent contractor and shall not be deemed an em- ployee partner joint venturee or have other relationship with DISTRICT except that of independent contractor MANAGER shall provide such staff including but not necessarily limited to secretarial clerical field inspectors field surveyors civil engineers technicians, supervisors and other personnel as shall be necessary in the performance of THIS AGREEMENT MANAGER shall direct the duties set the work hours of the MANAGER s staff set salaries benefits vacation schedules and shall be responsible for all payroll for MANAGER s staff including all deductions and remittances to the proper authority for Federal income tax withholding State of California income tax withholding California unemployment insurance taxes California state disability insurance taxes California workers compensation insurance Federal. unemployment taxes if any Federal income contributions acts such as social security union health and welfare contributions if any and check- off of union dues if any DISTRICT shall not be responsible in any manner for any of MANAGER s staff including direction of work, payment of earnings or contributions nor shall DIS- TRICT interfere with MANAGER s dominion over MANAGER s staff III MANAGER shall provide as part of THIS AGREEMENT and separate from DISTRICT facilities an office equipped with such office furniture machines stationery telephones and other materials as shall be necessary for the performance of THIS AGREEMENT MANAGER may provide such office with other of MANAGER s business or businesses providing the space allocated to DISTRICT business is not restrictive to the extent that it hinders or hampers MANAGER s performance of THIS AGREEMENT MAN- -1- PGER shall also provide such additional facilities other than offices as may be necessary for the performance of THIS AGREEMENT and none of the cost of said offices or facilities equipped as herein set forth will be chargeable or the re- sponsibility of DISTRICT DISTRICT maintains offices in the City Hall for the City of Costa Mesa 77 Fair -Drive Costa Mesa Calfiornia MANAGER may from time to time temporarily use DISTRICT facilities for meetings with DISTRICT employees the Board or DISTRICT consultants but MANAGER shall not regard or designate DISTRICT offices as the MANAGER s office IV MANAGER shall have such responsibilities and shall have such authority as is necessary to conduct the business of DISTRICT which is the disposal of solid and liquid waste compliance with the Integrated Waste Management Act of 1989 and such other acts as relate to recycling and reclamation of waste and the disposal of hazardous waste MANAGER shall cork closely with DISTRICT s attorney, assistant manager and financial officer in the performance of THIS AGREEMENT V MANAGER s principal is Robin B. Hamers who is the appointed District En- gineer providing engineering services to DISTRICT as an independent contractor and the services of management and engineering shall be combined in THIS AGREEMENT MANAGER being responsible for both. VI As part of the services provided for herein MANAGER shall develop long- term and annual plans for DISTRICT construction projects sanitary sewer main- tenance repair reconstruction and replacement solid waste hauling operations waste management and recycling MANAULR shall annually prepare a report of projeLLed capital improvement projects for the forthcoming fiscal year which said report shall include a des- cription of each project an engineer s estimate of the project construction cost an estimate of cost of engineering service including rates charges for engineers and engineering staff employed on each project. DISTRICT shall in the interest of avoiding conflict of interest present said report to an independent engineer or engineering firm for an independent opinion as to the reasonableness of charges and the need for the project MANAGER shall cooperate with DISTRICT in any steps taken to establish rea- sonableness of cost necessity and disclosures relating to conflict of interest. VII For management and engineering services as required by THIS AGREEMENT MANAGER shall be paid on an hourly basis pursuant to a schedule attached to THIS AGREEMENT as Schedule A which sets forth hourly rates for management and engi- neering functions necessary for MANAGER s performance of THIS AGREEMENT Payment shall be a gross amount and DISTRICT shall not net out any amount for any purpose MANAGER shall invoice DISTRICT within time frames established by DISTRICT s finan- cial officer but in any event payment of MANAGER s invoices shall be no less often -2- than monthly Compensation being paid hereunder will be reviewed annually and any adjustment will be based upon MANAGER s performance the need for additional ser- vices from MANAGER and such other relevant and material factors affecting the business of DISTRICT VIII MANAGER warrants and represents that MANAGER has the necessary qualifica- tions and educational degrees credentials licenses or other permits or authoriza- tions issued and current by educational institutions or governmental agencies of that if any of these qualifications degrees credentials licenses and permits necessary have not been obtained they will be prior to undertaking the services as provided for herein MANAGER warrants and represents that any employee of MANAGER who will provide services in connection with THIS AGREEMENT will have the qualifi- cations and expertise and will be competent to be employed by MANAGER and to perform services for DISTRICT IX MANAGER may from time to time in connection with the services being per- formed pursuant to THIS AGREEMENT be privy to certain confidential facts figures or other informatiun which is solely and exclusive_y the property of DISTRICT and if disclosed may do irreparable damage MANAGER warrants and represents i_ha MANAGER will not disclose to any one at any time any confidential information obtained in connection with the service performed under THIS AGREEMENT DISTRICT Board may from time to time designate certain information coming into the hands of MANAGER as confidential and when in doubt as to the confidentiality of material MANAGER shall immediately determine from DISTRICT Board whether or not material is confidential in nature X MANAGER shall keep and maintain a general liability insurance policy in amounts sufficient for the protection of MANAGER s business and shall provide DISTRICT with a certificate of insurance which shall include DISTRICT as an insured in MANAGER s insurance policies with coverage to be limited to the services as shall be required of MANA( ( herein MANAGER warrants and represents that MANAGER will not employ any person without first obtaining workers compensation coverage and supplying DISTRICT proof of said coverage MANAGER shall provide proof of coverage on all insurance before being assigned any work under THIS AGREEMENT XI All work done and services performed under THIS AGREEMENT shall be for DISTRICT All calculations facts figures documents forms systems research and work product which is produced for DISTRICT shall be the property of DISTRICT and MANAGER shall claim no proprietary interest of any kind in these materials it being the intention of THIS AGREEMENT that MANAGER provide management and engineer- ing services nnl `nr ^TSTRICT In this regard DISTRICT shat_ h Iht to examine books papers and records of MANAGER at its office during .orral working hours said consent to be limited to those books papers and records relating to the services provided for DISTRICT XII MANAGER hereby agrees to protect defend and indemnify and hold DISTRICT its board, officers agents and employees harmless from any and all claims ex- penses and damages arising by reason of injury to third persons pursuant to its performance of THIS AGREEMENT due to the negligence of MANAGER or its employees MANAGER may shift this risk to an insurance carrier however such shift shall not -3- exempt or excuse MANAGER from primary responsibility Indemnity shall include attorneys fees pursuant to Section 1717 California Civil Code XIII THIS AGREEMENT shall be terminated only for cause and cause shall be for any one of the following reasons 1 Upon death of MANAGER s principal 2 If MANAGER s principal becomes mentally or physically unable to per- form the services required by THIS AGREEMENT- 3 If MANAGER becomes insolvent and makes an assignment to the benefit of creditors or is declared a bankrupt or MANAGER s assets are administered in any type of creditor proceedings 4 If MANAGER refuses to perform the services provided for in THIS AGREE- MENT- S If DISTRICT is dissolved or merged with another governmental agency by decision of the Board, mandate of the electorate or order of the court, Upon termination for any of the foregoing causes MANA62R shall be entitled to receive only the compensation accrued but unpaid as of the date of termination and shall not be entitled to additional compensation Upon termination MANAGER agrees to surrender all of DISTRICT s property and to quit DISTRICT s premises if it occupies DISTRICT s premises in an orderly and peaceful fashion XIV Each party to THIS AGREEMENT shall be excused from performance of the ser- vices as provided for herein for any occurrence beyond the control of either which shall include but not necessarily be limited to earthquake nuclear war or other act of public enemies of this State of the United States by act of either which unreasonably induces the other to cease performance where the services required of either are made illegal by operation of law or for any other irresistable super- human cause as provided for in Section 1511 California Civil Code XV In the event of a dispute between the parties the matter shall be submitted to arbitration in accordance with the American Arbitration Association Rules and the parties shall attempt to agree upon a single arbitrator In the event that the parties cannot agree upon a single arbitrator each party shall select an arbitra- tor and the two (2) selected shall select a third arbitrator who shall hear the matter and any decision arrived at by the arbitrators shall be enforceable in a court of law Each party shall be responsible for the costs of the arbitrator that party selects and the cost of the third arbitrator if selected shall be shared equally between the parties The party initially chosing a single arbitrator shall bear the cost of the single arbitrator XVI Any amendment to THIS AGREEMENT shall not be valid unless reduced to writing and executed by both parties and the AGREEMENT as written represents the entire agreement between the parties THIS AGREEMENT is deemed a personal service contract between MANAGER and DISTRICT and MANAGER shall not assign all or any part of THIS AGREEMENT to others without first obtaining the consent of DISTRICT in writing THIS AGREEMENT may be mutually terminated by the parties hereto but only in writing -4- THIS AGREEMENT shall be administered in accordance with the laws of the State of California Any notice which is necessary to be given to either of the parties hereto shall be given at the following addresses in writing and if by mail postage pre- paid, or in person. DISTRICT- Costa Mesa Sanitary District 77 Fair Drive Costa Mesa California 92626 MANAGER. Robin B. Harriers & Associates Inc 234 East 17th Street Suite 205 Costa Mesa California 92627 DATED on the day and year first above written. DISTRICT Dated. O a /9T2- COSTA MESA SANITARY DISTRICT \7 , ' % \ 01 P n si.ent ATTEST i i/.. ! /, ,o,. MANAGER. Dated a ow-.4 2 7, /992- ROBIN B. HANDERS & ASSOCIATES INC By Man A4LU er's Authorized Agent -5- SCHEDULE A Hourly fees for work with Costa Mesa Sanitary District Fees effective from July 1 1992 to June 30 1993 Retainer (for Engineering services) $1 100 00/mo Manager 59 00/hr Engineer 59 00/hr Draftsman 47 00/hr Inspector 42 00/hr Survey Crew 3 man 170 00/hr 2 man 150 00/hr