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Contract - Mike Kilbride Ltd. - 2013-04-25 AGREEMENT FOR CONTRACTOR SERVICES Mike Kilbride, LTD This Agreement ("AGREEMENT") is made and effective as of / /) ( 3 , between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and Mike Kilbride, a limited company ("CONTRACTOR"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This AGREEMENT shall commence on one 3 , 20 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 CONTRACTOR shall perform pump station improvements described below ("SERVICES") to DISTRICT for DISTRICT's Wilson & Canyon Pump Stations ("PROJECT"). The SERVICES to be provided aie 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 based on the actual amount of time spent in adequately performing the SERVICES and shall be billed at the hourly rate(s) of $tpib4 0 However, unless expressly agreed in a written change order in advance by DISTRICT, the cost to DISTRICT for the SERVICES shall not exceed seven thousand three hundred dollars ($7,300.00). The written change order requirement cannot be waived. Failure to submit a written change order and receive written approval by the 1 PSA 30U 12 10 • F 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 30 days after the date the Notice to Proceed was issued, 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.) 6. 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). 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' 2 PSA 30U 12 10 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. (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)AII 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. 3 PSA 30U 12 10 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 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. 8. 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. 4 PSA 30U 12 10 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, 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. This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. 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. 5 PSA 30U 12 10 DISTRICT CONTRACTOR Approved by: Reviewed and Accepted by: ije4,144.4 General Manager Signature f) sU,LI'S Approved as to Form: Name 6-6-W&2 Az. M ►/�-E Harper & Burns LLP Title District Counsel 61//al-c-70/3 Date Attest: 1.4111PIAAIAIP NMI Noelani ..ddenway District Depu - - 6 PSA 30U 12 10 MIKE KILBRIDE, LTD. General Building& Engineering Contractors License 738400 P.O. Box 3341 Newport Beach, CA 92659-8341 (949) 548-0106 • Fax (949) 548-1616 • April 10, 2013 Steve Cano Costa Mesa Santitary District 949.281.6785 scano @crosdca.gov. Re: Utility Improvements at Wilson & Canyon, Costa Mesa Based upon site visit and recent experience, we propose to: REPLACE ACCESS HATCH 1. Establish traffic control. 2. Demo concrete collar and remove existing hatch. 3. Replace with a ductile iron two-piece hatch assembly (ej product# 00821821B01 8198Z2PT 8218APT). 4. Re-pour concrete collar and place steel roadway plates for bridging. OTHER CONSIDERATIONS 5. Permit costs are not included. 6. We will remove excess concrete and old hatch from the site. 7. Prevailing wage rates are hereby noted. 8. Note-There is a 4 week lead time for this hatch assembly. TOTAL AMOUNT OF PROPOSAL $7,300 Submitted-Dennis Ruiz Accepted Date Page 1 of 1 • COSTA MESA SAWN R.`Y DI:OR/CT PURCHASE ORDER ...an Independent Special'(District No. 00001397 VENDOR: SHIP TO: BILL TO: Mike Kilbride, LTD Costa Mesa Sanitary Dist. Costa Mesa Sanitary Dist. PO Box 3341 628 W. 19th St. 628 W. 19th St. Newport Beach, CA 92659- Costa Mesa, CA 92627-2716 Costa Mesa, CA 92627-2716 VENDOR NO. VENDOR PHONE NUMBER TERMS DATE REQUIRED DELIVERY DATE Kilbride (949)548-0106 0 04/22/2013 SHIPPING INSTRUCTIONS (none) ITEM QTY U/M DESCRIPTION/TASK PRD CODE ACCOUNT UNIT PRICE AMOUNT 1 0.00 Each To replace wet well lid at 20-200001-4364 7,300.0000 7,300.00 Canyon PS SUBTOTAL: 7,300.00 TAX: 0.00 SHIPPING: 0.00 TOTAL: 7,300.00 TAXABLE: No CONFIRMING: No AUTHORIZED SIGNATURE SPECIAL INSTRUCTIONS: Acceptance The provisions of this purchase order,including separately stated Terms and Conditions,are accepted by my signature. Electronic acceptance may be provided by electronic signature,faxed signature,or other electronic form of acceptance that identifies the person accepting on behalf of the company or business.My acceptance warrants that I have the authority to do so. �� / lv 3 ACCEPTED BY: —�i��� DATE: / � d IMPORTANT: OUR ORDER NUMBER MIDST APPEAR ON EVERY INVOICE AND PACKAGE This Purchase order is not effective without an authorization signature.Facsimile signatures are acceptable. This Purchase order is not a contract until it has been accepted.Acceptance is subject to the following: 1. The person accepting warrants that they have authority to accept on behalf of the company or business. 2. This purchase order is subject to all of the Terms and Conditions that are stated separately but incorporated herein unless this purchase order specifically states otherwise. 3. All goods must be new unless specified otherwise and be subject to any testing described in the Terms and Conditions. 4. Risk of loss,insurance,shipping charges,taxes,and point of delivery shall be as specified on this page or as provided in the Terms and Conditions TERMS AND CONDITIONS 1. There is no acknowledgement copy of this purchase order. Any discrepancies in price, items or delivery, must be phoned tobuyer's purchasing department within 48 hours of your receipt of this purchasing order. Any correspondence referring to the items,prices and conditions of this order must be directed to buyer's purchasing agent,inquiries relative to payment of invoices should bedirected to buyer's account payable. 2. Buyer furnished or paid for items: All artwork, specifications tools, equipment and other items furnished to seller, or paid for bybuyer shall (A) remain buyer's property or upon acquisition by seller shall become buyer's property: (8) Be safely kept by seller in good and usable order: (C) Be promptly returned to buyer. 3. Seller is performing as an independent contractor and, thus, shall hold the buyer its officers, agents, employees, harmless from liability of any nature or kind, on account of used invention articles, process for work on labor performed under this purchase order. Insurance: Sellers shall maintain insurance acceptable to buyer in full force and effect at the seller's expense throughout the term of this contract. 4. Freight: Excessive charges from incorrect description or from routing other than given will be charged to seller's account. Packing list must accompany each case or parcel, showing buyer's order number. No charges for transportation containers, or any other purpose etc, will be allowed unless so specified in this order. Freight changes allowable pursuant to the terms FOB point or origin or FOB destination plus freight shall be prepaid by the seller and must be itemized on the invoice, and a copy of the paid express or freight bill shall be attached to the invoice. COD shipments will not be accepted. 5. Rejections: If any of the goods are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of the order buyer in addition to any other rights which it may have under warranties or otherwise shall have the right to reject and return such goods at seller's expense, such goods not to be replaced without written authorization from buyer's purchasing agent. Where quality is questioned on any delivery, any cost of inspection will be against the account of the seller. 6. Responsibility for supplies: Seller shall bear the risk of loss or damage to the articles covered by this order until delivery of said supplies at the location designated by buyer or at such other place as may be designated herein regardless of FOB point or the point of inspection, Seller shall also bear the risk of loss or damage to supplies after buyer gives seller notice of rejection. 7. Charges: Buyer may be written order or at any time prior to final delivery and without notice to sureties make changes within the general scope of this order in any of the following:Applicable drawings, designs, or specifications. Method of shipment or packing and pace or time of delivery to the extent such change causes an increase or decrease in the cost of or time required for the performance of this order an appropriate equitable adjustment in this order shall be made.Any claim by seller for adjustment must be asserted within fifteen (15)days of receipt of the change. Failure to agree to an adjustment shall not excuse the seller from proceeding with this order as changed. 8. Buyer shall have the right to cancel at any time for seller's breach of any provisions of this order, including failure to meet their stated delivery schedule. All or any portion of this order may be cancelled by buyer if seller, in buyer's judgment, is failing to make sufficient progress so as to endanger performance of this order in accordance with its terms. Buyer reserves the right to terminate the contract without penalty without cause if ten (10) days notice is given or immediately without cause. 9. If seller breaches this agreement and fails to deliver the goods, services or materials provided herein within the time above set forth or by failing to make sufficient progress so as to endanger performance of this order,then buyer may terminate this contract and purchase the goods, services or materials from whatever source and seller shall be liable to buyer for the difference in price which buyer is obligated to pay plus all of its costs and expenses in enforcing its rights hereunder, including reasonable attorney's fees. Further, buyer may offset any such costs or expenses incurred against any of the monies,which may be owing to the seller. 10. Anti-Discrimination Claim: It is the policy of the buyer that in connection with all work performed under public works, and purchasing contracts,there be no discrimination against any prospective or active employee engaged in the work because of race, color, sex, ancestry, national origin, or religious creed, and therefore, the seller agrees to comply with applicable federal and California laws including, but not limited to the California Fair Employment and Housing Act beginning with Government Code section 12900. In addition, the seller agrees to require like compliance by all sub-contractors employed. 11. Any controversy or claim rising out of or relating to this purchase order of the breach thereof, shall be settled by arbitration at election of either party in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 12. Buyer's purchase order number must appear on all packages, invoices, and correspondence. 13. Deliveries for all departments must be made as directed. Non-payment may result for merchandise delivered in any other manner cash terms shall be predicated on the delivery date of the material as specified or from date correct invoices are received in buyer's accounts payable office, if the later date is later than the date of delivery. 14. Seller agrees to furnish buyer with two-shop maintenance and two operational manuals (which will include writing schematics, part diagrams, alignment date,and parts list)on all purchases of equipment. 15. Warranty: Unless otherwise specified on reverse side of this purchase order, warranty on quoted equipment shall be one(1)year defective parts and/or workmanship. 16. Seller agrees to make available special replacement parts required to maintain the purchase equipment unless otherwise stipulated at the time of equipment order. 17. Seller guarantees and agrees to indemnify, defend and hold harmless the buyer against any or all loss, liability, damages, dem ands, claims or costs arising out of defective material and products. Faulty work performance, negligent or unlawful acts and non-compliance with any applicable local, state, or federal codes, ordinances, orders or statutes including the Occupational Safety and Health Act (OSHA) and The California Industrial Safety Act. This guarantee is in addition to and not intended as a limitation on any other warranty, express or implied. 18. No assignment by the seller of the purchase order or any part hereof, or of funds to be received hereunder will be recognized by the buyer unless such assignment has had prior written approval and consent of the buyer.