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Contract - Enrecos - 2012-04-05 AGREEMENT FOR CONSULTANT SERVICES Environmental Resource Conservation Solutions (ENRECOS) This Agreement is made and effective as of Aee.\ S' 2012 between the Costa Mesa Sanitary District, a sanitary district ( 'District ) and ENRECOS a 'Not for Profit' California corporation ( 'Consultant ) In consideration of the mutual covenants and conditions set forth herein the parties agree as follows Recitals WHEREAS the District was awarded and administers a Regional and Recycling Division Grant from OC Waste and Recycling and WHEREAS the grant being administered by the District is for promoting waste diversion such as composting and vermicomposting and WHEREAS the Consultant is an environmental organisation that focuses on recycling organic materials and WHEREAS the Consultant submitted a proposal to povide vermicomposting workshops to schools and at the Orange County Fair and WHEREAS the District finds it is in the publics best interest to accept Consultant s proposal and enter into an agreement to provide said services NOW THEREFORE the parties hersL do hereby agree as follows 1 TERM Th s Agreement shall commence on ct.\ S 2012 and shall remain and continue in effect until Am-A K 2013 unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the tasks descrihec and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full Consultant shall c implete the tasks according to the schedule of performance .'hich is also set forth in Exhibit A. 1 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. 4 DISTRICT MANAGEMENT District's General Manager shall represent District in all matters pertaining to the administration of this Agreement, review and approval of all products submitted by Consultant, but not including the authority to enlarge the Tasks to be Performed or change the compensation due to Consultant. The District General Manager shall be authorized to act on Districts behalf and to execute all necessary documents which enlarge the Tasks to be Performed or change Consultant s compensation subject to Section 5 hereof 5. PAYMENT (a) The Distnct agrees to pay Consultant up to nineteen thousand three hundred dollars ($19 300) for services rendered in accordance with this Agreement. This amount shall not exceed the total sum during term of the 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 Nit its performance of this Agreement which are in addition to those set forth herein. unless such additional services are authorized in advance and in writing by the District General Manager Consultant shall be compensated for am additional services in the amounts and in the manner as agreed to by District General Manager and Consultant at the time District s written authorized is given to Consultant for the performance of said services (c) Consultant will submit a timely invoice (normally within 7 days of services being rendered) for properly performed services by Consultant. Payment shall be made within thirty (30) days of receipt of invoice as to all non-disputed fees. If the District disputes any of Consultant s fees it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice 2 6 SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The District may at any time for an ' reasons with or without cause suspend or terminate this Agreement r an portion hereof by serving upon the Consultant at least ten (10) days prior written notice Upon reneipt of said notice the Consultant shall immediately cease all 'ork under this Agreement, unless the notice provides otherwise If the District suspends or terminates a portion of this Agreement, such suspension or terminatio 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 th, \A ork performed up to the time of termination provided that the work performed is of value to the District. Upon termination of the Agreement pursuant to this Section, the Consultant vill submit an invoice to the District pursuant to Section 5 7 DEFAULT OF CONSULTANT (a) The Consultants 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 .r outy to continue compensating Consultant for any work performed lifter the date of default and can terminate this Agreement immediately by v 'ntten 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) 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 shall cause to be served upon the Consultant a written notice of the default The Consultant shall have ten (10) days after service upon it of said notice in which 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 ecords \,vrth respect to the professional services required by this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services (b) Upon completion, termination or suspi nsion of this Agreement all work products reduced to any medium and other documents prepared in the course of providing the services to be performed pursuant tc this Agreement shall become the shared property (between the District and the Consultant) and may be used reused or otherwise disposed of by the District without the permission of the Consultant 9 INDEMNIFICATION b (a) Indemnification for Professional Liability When the la', establishes a professional standard of care for Consultant s services to the fullest extent permitted by law Consultant shall indemnif, protect cefend and hold harmless District and any and all of its officials employees and agents ( Indemnified Padres ) from and against any and all losses, liabilities, damages costs and expenses including attorneys fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act. error or omission of Consultant its officers agents employees or subconsultants (nr 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 Lrabrlii. Other than in the performance of professional services and to the full extent permitted by law Consultant shall indemnify defend and hold harmless District, and any ant, all of it. employees officials and agents from and against an, liability including liability for claims, suits actions arbitration proceedings administrative proceedings regulatory proceedings losses expenses or costs of any kind nether actual alleged or threatened including attorneys fees and costs coLr-t costs interest. defense costs and expert witness fees) where the same arise out of are a consequence of or are in an vay attnk utable 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 of at least One Million Dollars (01 000 000 00) for commercial general liability Consultant should also provide proof of workers compensation coverage Each insurance policy requires by this Agreement shall name the District and its officers agents and employees as additional insureds and each insurance policy shall require an endorsement naming District as an additional insured Such coverage must provide that it is not to be cancelled except upon thirty (30) days notice to District Insurance is to be placed with insurers with a current A M Best s rating no less than A- VIII and licensed to do business in California Consultant s insurance shall conform to the requirements of Exhibit B of this Agreement. 4 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 Consultants exclusive direction and control Neither District nor any of its officers employees or agents shall have control over the conduct of Consultant or any cf 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 ?gents 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 whatever against District, or bind District in any manner (b) No employee benefits shall he available io Consult nt in cone ei.t on with the performance of this Agreement Except lc r the fees paid to Consultant as provided in the Agreement, District shall not pay salaries ages, 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 fay affect the performance of its service pursuant to this /Agreement The Consultant shall at all times observe and comply Pith all such laws and regulations The District and its officers and employees shall not be liable at law or in quity occasioned b\, failure of the Consultant to comply with this Section 13 UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure has been uses. against or in concert with any officer or employee of the Costa Mesa Sanitary District in connection with the award terms or implementation of this Agreement, in':lulling any method of coercion confidential financial arr ngement or financial inducement No officer or employee ?f the Costa Mesa Sanitary District will receive compensation directly or indirectly from Consultant, r from air 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 remedie at law or in equity 14 NO BENEFIT TO ARISE TO LOCAL EMPLOYEES 5 No member officer or employee of District or their designees or agents and no public official who exercises authority over or 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 proceed thereof for vork to be performed in connection with the Project performed idei this Agreement 15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST (a) All information gained by Consultant in performance )f this Agreement shall be considered confidential and shall not be released by Consultant y1thout District's prior vntten authorization Consultant its officers employees agents or subconsultants shall not without written authorization from the Distrrnt Manager or unless requested h\ 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 f such court order or subpoena (b) Consultant shall promptly notify District should Consultant, its officers employees agents or subconsultants be served iith 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 and 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 srmdar proceeding Consultant agrees to cooperate fully with District and to provide the opportunity to revie,,' any response to discovery requests provided by Consultant. However District's right to revie,A any such response does not imply or mean the right by District to control direct, or rewrite said response (c) Consultant covenants that neither he;she 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 cu"enants that in the performance of this Agreement, no person having such interest shall be employed by 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(si awning prcperty in the District or the study area and further covenants and agrees that Consultant and/or its subconsultants shall pro"ide no service or enter into any agreement or agreements with a/any developer(s) and/or properh owner(s) and/or firrn(s) and/or partnership(s) owning property in the District or the study area prior to the completion of the \A'ork 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 \Nest 19th Street Costa Mesa California 92627 Attn. General Manager To Consultant. Enrecos P 0 Box 3021 Huntington Beach CA 92605 Attn Alan Piercy 17 ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof nor any monies due hereunder vithout prior written consent of the District. Because of the personal nature of the services to be rendered pursuant to this Agreement, only instructors screened and qualified by Consultant shall perform the services described in this Agreement. All presenters, instructors and assistants being used to perform the services under this Agreement must be approved by Alan Piercy and will be under hi: Direct Line of Authority Consultant shall provide District fourteen (14) day's notice prior to the departure of Alan Piercy from Consultant's employ Should either Mr Piercy leave Consultants employ the District shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period 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. 7 19 GOVERNING LAW The 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 'f this Agreement. Any litigation concerning this Agreement shall take place in the superior or federal district court with jurisdiction over the Costa Mesa Sanitary District. 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 part, is entering into this Agreement based sole) 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 the proposal submitted by the Consultant, Exhibit A hereto In the event of conflict the reu rements of District s Request for Proposal and this Agreement shall take precedence over those contained in the Consultants proposal 22. MODIFICATION No modification to this ,greement shall be effective unless it is in writing and signed by authorized representatr"es of the parties hereto 23 AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has 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 am propoL al or Exhibit hereto this Agreement shall control unless a contrary intent is clearly stated 5 25 BUSINESS LICENSE Consultant shall obtain a business license from the City of Costa Mesa and from the City of Huntington Beach unless legally exempt IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed this day and year first above 'mitten COSTA MESA SANITARY DISTRICT ENRECOS General Manager Signature Typed Name 7 ,714.3,604", Title APPROVED AS TO FORM District Counsel E„hibit A SCOPE OF WORK SERVICES Consultant shall perform the following services according to a flexible schedule determined by the District. 1 Pre-coordinate and recommend proposed educational materials to District representatives for acquisition reproduction and distribution with the District. 2 Present approved vermicomposting instructions public cutreach and educational materials to school representatives nd residents 3 Promote the use of backyard vermicomposting bins for organic recycling and reducing landfill disposal 4 Promote the use of vermicomposting bins to reduce landfill disposal of kitchen waste 5 Distribute District provided public uutreach and educational materials at the scheduled events SCHEDULE The schedule of the presentation shall he co-de"elopr d with the District representatk during this performance period Consultant shall recommend educational materials to the District to support the public outreach presentations The District will provide all educational materials for distribution PRODUCT COST Consultant will provide the VermiPRO Model 14 kit or the VermiPRO Model 16 kit that includes the worm bin bedding and worms for both kits Each school may receive up to three (3) VermiPRO Model 14 kit at $60 00 per kit or two (2) VermiPRO Model 16 kit at 8100 per kit. The District ' 'ill pat consultant up to ten thousand dollars ($10 000) for school vermicomposting kits At the Orange County Fair Consultant will refer residents to District headquarters to purchase the VermiPRO Model 14 kit Consultant fill provide residents with the bedding and worms In COMPENSATION District shall compensate Consultant at the rate of one hundred fifty dollars (S150 00) per presentation given to schools and residents at the Orange County Fair The number of school presentations will be fifty (50) and the number of presentations at the Orange County Fair will be twelve (12) for a total of sixty-two (62) presentations The total compensation will be nine thousand three hundred dollars ($9 300) during the performance of this one year agreement. 11 Exhibit B DISTRICT INSURANCE REQUIREMENTS General Liability $1 000 000 per occurrence for bodily injur personal injury and property damage General Liability insurance shall endorse the Costa Mesa Sanitary District as an additional insured party An endorsement must accompany the certificate of insurance as proof A sample endorsement is provided as EAhibit C Automobile Liability $1 000 000 per accident for bodily injury and property damage Automobile Liability insurance shall over any vehicle Workers Compensation and Employer's Liability Workers Compensation limits as required by the Labor Code of the State of California Employers Liability limit of $1 000 000 per accident for bodily injury or disease Acceptability of Insurers All insurance must be placed vith insurers with a current A Best financial rating no less than A VII licensed to do business in California and satisfactory to the District. All insurance documents must be submitted and approved by the Dktnct s Risk Manager prior to execution of any Agreement with the Costa Mesa Sanitary District. Exhibit C This is Page 2 of the insurance documentation required This page is mandatory as it changes the policy to add the Costa Mesa Sanitary District as additional insured It also states the policy holders insurance is primary Sample of g(CG 26 1 ` 85 form POLICY NUMBER. (enter policy # here) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY ADDMONAL NSU QED DESIGN TED PERSOI 1 OR ORGANZA- O This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization Costa Mesa Sanitary District, its elected and appointed nificials, agents volunteers and employees (If no entry appears above information required to complete this endorsement till be sho 'n in the Declaration as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only 'ith respect to liability arising out of your operations or premises owned by or rented to you Plea- • note: 9C1o7'01C2` .:ogi} r i+ra7i111, a 1.9jA t':w7i CG 20 26 11 85 (or 88 or better) Copyright Insurance Services Office Inc 1984 13