5. CONTRACTOR’S SERVICES
5.1 Contractor shall perform the services identified in the Scope of Services.
PRWA shall have the right to request, in writing, changes in the Scope of Services.
Any such changes mutually agreed upon by the Parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. In no event shall the total compensation and costs payable to Contractor under this Agreement exceed the sum of Two Million Dollars ($2,000,000.00) unless specifically approved in advance, in writing, by PRWA.
5.2 Contractor shall perform all work to the highest professional standards of Contractor’s profession and in a manner reasonably satisfactory to PRWA.
5.3 Contractor shall implement and maintain activity specific Best Management Practices (BMPs) to prevent pollutant loading from stormwater and nonstormwater discharges to receiving waters as required in Municipal NPDES Permit No.
CAS004004. Contracting staff whose primary job duties are related to implementation of BMPs shall be adequately trained to effectively implement, operate, and maintain such BMPs and must be versed in factors affecting BMP effectiveness. Contractor shall certify they have received all applicable training to implement the requirements in Municipal NPDES Permit No. CAS004004 and shall provide documentation to that effect.
6. COMPENSATION
6.1 PRWA agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept in full satisfaction for such services, payment in accordance with the Approved Fee Schedule.
6.2 Contractor shall submit to PRWA an invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within ten (10) business days of receipt of each invoice, PRWA shall notify Contractor in writing of any disputed amounts included on the invoice. Within thirty (30) calendar days of receipt of each invoice, PRWA shall pay all undisputed amounts included on the invoice. PRWA shall not withhold applicable taxes or other authorized deductions from payments made to Contractor.
6.3 Payments for any services requested in writing by PRWA and not included in the Scope of Services shall be made to Contractor by PRWA on a timeand-materials basis using Contractor’s standard fee schedule. Fees for such additional services shall be paid within sixty (60) days of the date Contractor issues an invoice to PRWA for such services.
Professional Services Agreement
STEPHEN DORECK EQUIPMENT RENTALS, INC.
7. BUSINESS LICENSE
Contractor shall obtain a PRWA business license prior to commencing performance under this Agreement.
8. COMPLIANCE WITH LAWS
Contractor shall keep informed of State, Federal and Local laws, ordinances, codes and regulations that in any manner affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. The Contractor shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if Contractor is an out-of-state corporation or LLC, it must be qualified and registered to do business in the State of California pursuant to sections 2105 and 17708.02 of the California Corporations Code. The PRWA, its officers and employees shall not be liable at law or in equity occasioned by failure of Contractor to comply with this Section.
9. CONFLICT OF INTEREST
Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Contractor under this Agreement, or which would conflict in any manner with the performance of its services hereunder. During the term of this Agreement, Contractor shall not perform any work for another person or entity for whom Contractor was not working at the Commencement Date if both: (i) such work would require Contractor to abstain from a decision under this Agreement pursuant to a conflict-of-interest statute; and (ii) PRWA has not consented in writing prior to Contractor’s performance of such work.
10. PERSONNEL
Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Contractor reserves the right to determine the assignment of its own employees to the performance of Contractor’s services under this Agreement, but PRWA reserves the right, for good cause, to require Contractor to exclude any employee from performing services on PRWA’s premises.
Stephen L. Doreck, Vice President/Owner, shall be Contractor’s Project Administrator and shall have direct responsibility for management of Contractor’s performance under this Agreement. No change shall be made in Contractor’s Project Administrator without PRWA’s prior written consent.
Professional Services Agreement
STEPHEN DORECK EQUIPMENT RENTALS, INC.
11. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products”) developed by Contractor in the performance of this Agreement shall be and remain the property of PRWA without restriction or limitation upon its use or dissemination by PRWA.
Contractor may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Contractor. If any state, federal, or local law requires mandatory copyright protection for Contractor’s work product, PRWA shall comply with such laws to the extent feasible.
12. INDEPENDENT CONTRACTOR
12.1 Contractor is, and shall at all times remain as to PRWA, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of PRWA or otherwise to act on behalf of PRWA as an agent.
Neither PRWA nor any of its officers, employees or agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not at any time represent that it is, or that any of its agents or employees are, in any manner employees of PRWA.
12.2 The Parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship, joint-employer relationship, or any other relationship between Contractor or Contractor’s employees except as set forth in this Agreement.
12.3 PRWA shall have no direct or indirect control over Contractor’s employees or sub-contractors with respect to wages, hours, and working conditions.
In addition, PRWA shall not deduct from the Compensation paid to Contractor any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to Contractor, Contractor’s employees or subcontractors. PRWA shall have no responsibility to provide Contractor, its employees or subcontractors with workers’ compensation insurance or any other insurance.
12.4 The Parties further acknowledge the following: (i) that Contractor shall provide the services outlined in the Scope of Services directly to PRWA; (ii) Contractor maintains a business location at the address listed under Section 20 that is separate and distinct from the PRWA; (iii) Contractor contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the PRWA; (iv) Contractor advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, Contractor provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) Contractor has proposed and negotiated its own rates; and Professional Services Agreement
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(vii) consistent with the nature and demands of the project and the PRWA’s business hours, Contractor may set its own hours and location of work.
13. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written consent by PRWA. PRWA shall grant such consent if disclosure is legally required. Upon request, all PRWA data and any copies thereof shall be returned to PRWA upon the termination or expiration of this Agreement.
14. NON-LIABILITY OF PRWA OFFICIALS AND EMPLOYEES
No official or employee of the PRWA shall be personally liable to Contractor in the event of any default or breach by PRWA, or for any amount which may become due to Contractor.
15. INDEMNIFICATION
15.1 The Parties agree that PRWA, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to PRWA. Contractor acknowledges that PRWA would not enter into this Agreement in the absence of Contractor’s commitment to indemnify and protect PRWA as set forth herein.
Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
15.2 To the full extent permitted by law, Contractor shall indemnify, hold harmless and defend PRWA, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Contractor or any of its officers, employees, servants, agents, or subcontractors in the performance of this Agreement. Such costs and expenses shall Professional Services Agreement
STEPHEN DORECK EQUIPMENT RENTALS, INC.
include reasonable attorneys’ fees incurred by counsel of PRWA’s choice and expert witness fees and consultant fees. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
15.3 PRWA shall have the right to offset against the amount of any compensation due Contractor under this Agreement any amount due PRWA from Contractor as a result of Contractor’s failure to pay PRWA promptly any indemnification arising under this Section 15 or related to Contractor’s failure to either: (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.
15.4 The obligations of Contractor under this Section 15 will not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to PRWA, its officers, agents, employees, and volunteers.
15.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 15 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible and indemnify, hold harmless and defend PRWA, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Contractor’s subcontractors or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of PRWA’s choice and expert witness fees and contractor fees.
15.6 PRWA does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by PRWA, or the deposit with PRWA, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.
Professional Services Agreement
STEPHEN DORECK EQUIPMENT RENTALS, INC.
15.7 PERS ELIGIBILITY INDEMNITY. In the event that Contractor or any employee, agent, or subcontractor of Contractor, providing services under this Agreement, claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the PRWA, Contractor shall indemnify, defend, and hold harmless PRWA for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of PRWA.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by PRWA, including but not limited to eligibility to enroll in PERS as an employee of PRWA and entitlement to any contribution to be paid by PRWA for employer contribution and/or employee contributions for PERS benefits.
16. INSURANCE
16.1 During the Term of this Agreement, Contractor shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Contractor’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:
16.1.1 Comprehensive general liability, and Umbrella or Excess Liability Insurance covering all operations by or on behalf of Contractor providing insurance for bodily injury liability and property damage liability for the following and including coverage for:
16.1.1.1 Premises, operations, and mobile equipment
16.1.1.2 Products and completed operations
16.1.1.3 Broad form property damage (including completed operations)
16.1.1.4 Explosion, collapse, and underground hazards
16.1.1.5 Personal Injury
16.1.1.6 Contractual liability
Professional Services Agreement
STEPHEN DORECK EQUIPMENT RENTALS, INC.
in the amount of One Million Dollars ($1,000,000) per
occurrence combined single limit; Two Million Dollars
($2,000,000) aggregate for products/completed operation; Two Million Dollars ($2,000,000) general aggregate (General aggregate must apply separately to Contractor’s work under this Agreement.); and Five Million Dollars ($5,000,000) umbrella or excess liability.
16.1.2 Automobile Liability Insurance for owned, hired and non-owned vehicles utilized by Contractor, its employees, or subcontractors, in the amount of One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
16.1.3 Worker’s Compensation Insurance as required by the laws of the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease.
16.1.4 Professional Liability Insurance against errors and omissions in the performance of the work under this Agreement with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence of claim/ Two Million Dollars ($2,000,000) in the aggregate.
16.2 Contractor shall require each of its subcontractors, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.
16.3 The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.
16.4 Contractor agrees that if it does not keep the aforesaid insurance in full force and effect, PRWA may either: (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Contractor’s expense, the premium thereon.
16.5 At all times during the term of this Agreement, Contractor shall maintain on file with PRWA’s Risk Manager, a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and, for the general liability and automobile liability policies, naming the PRWA as an additional insured.
Contractor shall, prior to commencement of work under this Agreement, file with PRWA’s Risk Manager such certificate(s).
16.6 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall provide such proof to PRWA at least two weeks prior to the expiration of the coverages.
Professional Services Agreement
STEPHEN DORECK EQUIPMENT RENTALS, INC.
16.7 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming PRWA, its officers, employees, agents, and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to PRWA. Contractor agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.
16.8 The general liability and automobile policies of insurance provided by Contractor shall be primary to any coverage available to PRWA. Any insurance or selfinsurance maintained by PRWA, its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.
16.9 All insurance coverage provided pursuant to this Agreement shall not prohibit Contractor, and Contractor’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against the PRWA.
16.10 Any deductibles or self-insured retentions must be declared to and approved by the PRWA. At the option of PRWA, Contractor shall either reduce or eliminate the deductibles or self-insured retentions with respect to PRWA, or Contractor shall procure a bond guaranteeing payment of losses and expenses.
16.11 Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duties to indemnify, hold harmless and defend under Section 15 of this Agreement.
16.12 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the PRWA requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the PRWA.
17. MUTUAL COOPERATION
17.1 PRWA shall provide Contractor with all pertinent data, documents, and other requested information as is reasonably available to PRWA for the proper performance of Contractor’s services under this Agreement.
17.2 In the event any claim or action is brought against PRWA relating to Contractor’s performance in connection with this Agreement, Contractor shall render any reasonable assistance that PRWA may require.
Professional Services Agreement
STEPHEN DORECK EQUIPMENT RENTALS, INC.
18. RECORDS AND INSPECTIONS
Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. PRWA shall have the right to access and examine such records, without charge, during normal business hours. PRWA shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
19. PERMITS AND APPROVALS
Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.
20. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile, email, or overnight courier service during Contractor’s and PRWA’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the Parties may, from time to time, designate in writing).
If to PRWA: If to Contractor:
Steve Carmona, Executive Director
Pico Rivera Water Authority
PO Box 1016
6615 Passons Blvd.
Pico Rivera, California 90660-1016
Facsimile: (562) 801-4765
Stephen L. Doreck,
Vice President/Owner
Stephen Doreck Equipment
Rentals, Inc.
9075 Telegraph Road
Pico Rivera, CA 90660
Facsimile: 562-261-5038
With a courtesy copy to:
Arnold M. Alvarez-Glasman, PRWA
Attorney
Alvarez-Glasman & Colvin
13181 Crossroads Parkway North
Suite 400 - West Tower
PRWA of Industry, CA 91746
Facsimile: (562) 692-2244
Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.
21. SURVIVING COVENANTS
The Parties agree that the covenants contained in Sections 13, 15 and Paragraph 17.2 of Section 17, of this Agreement shall survive the expiration or termination of this Agreement.
22. TERMINATION
22.1. PRWA shall have the right to terminate this Agreement for any reason on five (5) calendar days’ written notice to Contractor. Contractor shall have the right to terminate this Agreement for any reason on sixty (60) calendar days’ written notice to PRWA. The effective date of termination shall be upon the date specified in the notice of termination. Contractor agrees that in the event of such termination, PRWA’s obligation to pay Contractor shall be limited to payment only for those services satisfactorily rendered, as solely determined by the PRWA, prior to the effective date of termination. Contractor agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All PRWA data, documents, objects, materials, or other tangible things shall be returned to PRWA upon the termination or expiration of this Agreement.
22.2 If PRWA terminates this Agreement due to no fault or failure of performance by Contractor, then Contractor shall be paid based on the work satisfactorily performed, as solely determined by the PRWA, at the time of termination.
In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement.
23. ASSIGNMENT
Contractor shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without PRWA’s prior written consent, and any attempt to do so shall be void and of no effect. PRWA shall not be obligated or liable under this Agreement to any Party other than Contractor.
24. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY
24.1 In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or employment applicant because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Contractor will take affirmative action to ensure that subcontractors, employees, and employment applicants are treated without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.
24.2 Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.
color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.
24.3 Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.
25. WARRANTIES
25.1 Each Party has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement, or been provided with an opportunity to receive independent legal advice and has freely and voluntarily waived and relinquished the right to do so. Each Party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such Party’s failure to perform under this Agreement.
25.2 In executing this Agreement, each Party has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever.
25.3 It is agreed that each Party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either Party has the full right and authority to fully commit and bind such Party to the provisions of this Agreement.
26. CAPTIONS
26.1 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement.
26.2 Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).
27. NON-WAIVER
27.1 The waiver by PRWA or Contractor of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.
covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. In no event shall the making by PRWA of any payment to Contractor constitute or be construed as a waiver by PRWA of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by PRWA shall in no way impair or prejudice any right or remedy available to PRWA with regard to such breach or default. No term, covenant or condition of this Agreement shall be deemed to have been waived by PRWA or Contractor unless in writing.
27.2 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such Party of any of all of such other rights, powers or remedies.
27.3 Contractor shall not be liable for any failure to perform if Contractor presents acceptable evidence, in PRWA’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Contractor.
28. COURT COSTS AND ATTORNEY FEES
In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the Party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable court costs, including accountants’ fees and expert witness fees, if any, and attorneys’ fees expended in such action. The venue for any litigation shall be Los Angeles County, California.
29. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
30. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.
Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.
31. COUNTERPARTS
This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile or email transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the Party whose signature appears in the facsimile or email and shall be binding upon such Party in the same manner as though an originally signed copy had been delivered.
32. ENTIRE AGREEMENT
All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between PRWA and Contractor with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the Parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed by PRWA and Contractor.
TO EFFECTUATE THIS AGREEMENT, the Parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “PRWA” “CONTRACTOR”
PICO RIVERA WATER AUTHORITY Stephen Doreck Equipment Rentals, Inc.
______________________________ ___________________________________ Steve Carmona, PRWA Manager Stephen L. Doreck, Vice President/Owner Dated: ________________________ Dated: _____________________________ ATTEST: APPROVED AS TO FORM:
___________________________ ___________________________________ Anna M. Jerome, PRWA Clerk Arnold M. Alvarez-Glasman, PRWA Attorney
EXHIBIT A
SCOPE OF SERVICES
EXHIBIT A
EXHIBIT B
APPROVED FEE SCHEDULE
(SCHEDULE OF HOURLY LABOR RATES AND REIMBURSABLE)
EXHIBIT B
EXHIBIT C
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.
3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5 and has provided proof of registration to PRWA prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the Project, Contractor shall immediately notify PRWA.
4. Pursuant to Labor Code Section 1771.4, Contractor’s Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations.
5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at PRWA Hall and will be made available to any interested party on request.
Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.
6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to PRWA, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform PRWA of the location of the records.
8. Contractor shall comply with and be bound by the provisions of Labor Code seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide PRWA with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to PRWA a verified statement of the journeyman and apprentice hours performed under this Agreement.
9. The Contractor shall not perform Work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. The Contractor and Subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If the Contractor or any subcontractor becomes debarred or suspended during the duration of the project, the Contractor shall immediately notify PRWA.
10. Contractor acknowledges that eight hours labor constitutes a legal day’s work.
Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to PRWA, forfeit $25.00 for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.
11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor’s expense with counsel reasonably acceptable to PRWA) PRWA, its officials, officers, employees, agents and independent contractors serving in the role of PRWA officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement.
COUNCIL
MEETING
DATE
COUNCIL
MEMBER
REQUEST DETAIL DIRECTOR(S)
ACTION TAKEN: Memo; Staff
Report; Closed Session;
Presentation; Follow-up
Meeting; City Manager
Reports; Informal Action
DISCUSSION
ITEM
ACTION ITEM
DATE
STATUS:
Complete;
Pending;
On-going;
In-Progress
7/13/2021
Lara/Lutz Lobbying Ban Set 10-year policy for banning
lobbying contracts to former
employees and City officials
A. Glasman
Discuss at retreat 4/30/22 8/10/2021 Pending
8/10/2021 Lutz/Lara Shopping Cart Ordinance Review ordinance M. Garcia Discussion 2/22/2022 8/24/2021 Pending 10/26/2021 Sanchez/Lara Protestors Develop an ordinance protecting against bullying A. Glasman Pending
2/8/2022
Elias/Sanchez Heroes Recognition Recognize organizations for their work during the
pandemic
Staff to define list of honorees
to present at a Council meeting
6/28/2022 Pending
Lutz/Lara Senior Center Available office space for
Veterans Resource Center
P. Yugar
Staff to follow-up and advise on
best facility to be utilized √
Pending
Lutz/Lara Buyers Incentive Discount to first responders who purchase homes in Pico
Rivera
M. Garcia
Discuss at retreat
√
4/30/2022 Pending
4/12/2022 Lara/Elias Districts Discuss voting districts within the city A. Glasman Discussion at a future meeting √ Pending Lutz/Elias Revenue Generation Explore revenue generation opportunities in the City
A. Garcia
6/14/2022 Pending
Elias/Camacho Sports Presentation given by ERHS Athletic Director
Agendize presentation
S. Castro
Pending
Lara/Camacho Resource School Officer Joint meeting with ERUSD to discuss funding of Resource
Officers
Ad Hoc Committee Pending
Lutz/Elias Monument Marker Look at cost of adding three flags to the monument on
Washington and Passons
Blvds.
T. Rodrigue
6/28/2022 Pending
GOOD OF THE ORDER
3/8/2022
5/10/2022
6/14/2022
COUNCIL
MEETING
DATE
COUNCIL
MEMBER
REQUEST DETAIL DIRECTOR(S)
ACTION TAKEN: Memo; Staff
Report; Closed Session;
Presentation; Follow-up
Meeting; City Manager
Reports; Informal Action
DISCUSSION
ITEM
ACTION ITEM
DATE
STATUS:
Complete;
Pending;
On-going;
In-Progress
GOOD OF THE ORDER
6/28/2022
Lara/Camacho Battery Storage Funds Set aside $50,000 for Battery Storage for non-profits. S. Carmona
Pending
Sanchez/
Camacho
Outdoor dining Permit an outdoor dining
program
M. Garcia/T.
Rodrigue
Pending
Camacho/
Sanchez
Pickle Ball Look at Rio Hondo Park
facility for space P. Yugar
Pending
9/13/2022 Camacho/Elias Training Facility Look into liabilities for a potential training facility at
the former US Marine Corps
Reserve Training
T. Rodrigue
7/12/2022