20-0701_IWATER_Maintenance Services AgreementCITY OF SAN JUAN CAPISTRANO
MAINTENANCE SERVICES AGREEMENT
FOR
VALVE AND FIRE HYDRANT MAINTENANCE SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this I` day of July, 2020, by and between the City of
San Juan Capistrano, a public agency organized under the laws of the State of California with its
principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City")
and iWater, Inc., a California corporation with its principal place of business at 12 Goodyear,
Suite 130, Irvine CA 92618 ("Contractor"). City and Contractor are sometimes individually
referred to as "Party" and collectively as "Parties" in this Agreement.
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain
maintenance services required by the City on the terms and conditions set forth in this
Agreement. Contractor represents that it is experienced in providing valve and hydrant
maintenance, flushing, and painting services to public clients, that it and its employees or
subcontractors have all necessary licenses and permits to perform the Services in the State of
California, and that is familiar with the plans of City. Contractor shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein, without prior
written approval of City. Subcontracts, if any, shall contain a provision making them subject to
all provisions stipulated in this Agreement.
2.2 Project.
City desires to engage Contractor to render such services for the Valve and Fire Hydrant
Maintenance Services project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional fire hydrant maintenance services
necessary for the Project ("Services"). The Services are more particularly described in Exhibit
"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from July 1, 2020 to June 30,
2021, unless earlier terminated as provided herein. Contractor shall complete the Services within
the term of this Agreement, and shall meet any other established schedules and deadlines. The
Parties may, by mutual, written consent, extend the term of this Agreement if necessary to
complete the Services.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates: Indeaendent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Contractor on an independent contractor basis and not as an employee.
Contractor retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Contractor shall also not be employees of City and shall at all times be under
Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Contractor shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes, income
tax withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "A" attached hereto and incorporated herein by reference.
Contractor represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Contractor's conformance
with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon
request of City, Contractor shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Contractor shall be subject to the approval of City.
3.2.4 City's Representative. The City hereby designates Eric Bauman, Assistant
Utilities Director, or his designee, to act as its representative for the performance of this
Agreement ("City's Representative"). City's Representative shall have the power to act on
behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
3.2.5 Contractor's Representative. Contractor hereby designates Donald
Rhodes, or his designee, to act as its representative for the performance of this Agreement
("Contractor's Representative"). Contractor's Representative shall have full authority to
represent and act on behalf of the Contractor for all purposes under this Agreement. The
Contractor's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
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3.2.6 Coordination of Services. Contractor agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.7 Standard of Care; Performance of Employ. Contractor shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Contractor represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Contractor warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Contractor represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, including any required business license, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. As provided for in the indemnification
provisions of this Agreement, Contractor shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions which are
caused by the Contractor's failure to comply with the standard of care provided for herein. Any
employee of the Contractor or its sub -contractors who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.8 Period of Performance. Contractor shall perform and complete all Services
under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time").
Contractor shall perform the Services in strict accordance with any completion schedule or
Project milestones described in Exhibits "A" or `B" attached hereto, or which may be provided
separately in writing to the Contractor. Contractor agrees that if the Services are not completed
within the aforementioned Performance Time and/or pursuant to any such completion schedule
or Project milestones developed pursuant to provisions of this Agreement, it is understood,
acknowledged and agreed that the City will suffer damage.
3.2.9 Disputes. Should any dispute arise respecting the true value of any work
done, of any work omitted, or of any extra work which Contractor may be required to do, or
respecting the size of any payment to Contractor during the performance of this Agreement,
Contractor shall continue to perform the Work while said dispute is decided by the City. If
Contractor disputes the City's decision, Contractor shall have such remedies as may be provided
by law.
3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall
keep itself fully informed of and in compliance with all local, state and federal laws,.rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable
for all violations of such laws and regulations in connection with Services. If the Contractor
performs any work knowing it to be contrary to such laws, rules and regulations and without
giving written notice to the City, Contractor shall be solely responsible for all costs arising
therefrom. City is a public entity of the State of California subject to certain provisions of the
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Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It
is stipulated and agreed that all provisions of the law applicable to the public contracts of a
municipality are a part of this Agreement to the same extent as though set forth herein and will
be complied with. These include but are not limited to the payment of prevailing wages, the
stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall
be permitted to work in excess of eight (8) hours during any one calendar day except as
permitted by law. Contractor shall defend, indemnify and hold City, its officials, officers,
employees and agents free and harmless, pursuant to the indemnification provisions of this
Agreement, from any claim or liability arising out of any failure or alleged failure to comply
with such laws, rules or regulations.
3.2.10.1 Employment Eligibility: Contractor. By executing this
Agreement, Contractor verifies that it fully complies with all requirements and restrictions of
state and federal law respecting the employment of undocumented aliens, including, but not
limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to
time. Such requirements and restrictions include, but are not limited to, examination and
retention of documentation confirming the identity and immigration status of each employee of
the Contractor. Contractor also verifies that it has not committed a violation of any such law
within the five (5) years immediately preceding the date of execution of this Agreement, and
shall not violate any such law at any time during the term of the Agreement. Contractor shall
avoid any violation of any such law during the term of this Agreement by participating in an
electronic verification of work authorization program operated by the United States Department
of Homeland Security, by participating in an equivalent federal work authorization program
operated by the United States Department of Homeland Security to verify information of newly
hired employees, or by some other legally acceptable method. Contractor shall maintain records
of each such verification, and shall make them available to the City or its representatives for
inspection and copy at any time during normal business hours. The City shall not be responsible
for any costs or expenses related to Contractor's compliance with the requirements provided for
in Section 3.2.10 or any of its sub -sections.
3.2.10.2 Employment Eligibility: Subcontractors. Sub -
subcontractors and Consultants. To the same extent and under the same conditions as
Contractor, Contractor shall require all of its subcontractors, sub -subcontractors and consultants
performing any work relating to the Project or this Agreement to make the same verifications
and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility: Failure to Comply. Each person
executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer
of Contractor, and understands that any of the following shall be grounds for the City to
terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub -
subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1
or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such
requirements (including in those verifications provided to the Contractor under Section 3.2.10.2);
or (3) failure to immediately remove from the Project any person found not to be in compliance
with such requirements.
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3.2.10.4 Labor Certification. By its signature hereunder, Contractor
certifies that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers' Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Eaual Onportunit +l Employment. Contractor represents that
it is an equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination.
3.2.10.6 Air Quality. Contractor must fully comply with
all applicable laws, rules and regulations in furnishing or using equipment and/or providing
Services, including, but not limited to, emissions limits and permitting requirements imposed by
the California Air Resources Board (CARB). Contractor shall specifically be aware of the
CARB limits and requirements' application to "portable equipment", which definition is
considered by CARB to include any item of equipment with a fuel -powered engine. Contractor
shall indemnify City against any fines or penalties imposed by CARB or any other governmental
or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its
subcontractors, or others for whom Contractor is responsible under its indemnity obligations
provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Contractor's Services must account for, and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency and the State Water Resources
Control Board; the City's ordinances regulating discharges of storm water; and any and all
regulations, policies, or permits issued pursuant to any such authority regulating the discharge of
pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground
or surface water in the state.
(B) Liability for Non -Compliance. Failure to comply with the
laws, regulations and policies described in this Section is a violation of law that may subject
Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free
and harmless, pursuant to the indemnification provisions of this Agreement, from and against
any and all fines, penalties, claims or other regulatory requirements imposed as a result of
Contractor's non-compliance with the laws, regulations and policies described in this Section,
unless such non-compliance is the result of the sole established negligence, willful misconduct or
active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
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(C) Training. In addition to any other standard of care
requirements set forth in this Agreement, Contractor warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies described in
this Section. Contractor further warrants that it, its employees and subcontractors will receive
adequate training, as determined by City, regarding the requirements of the laws, regulations and
policies described in this Section as they may relate to the Services provided under this
Agreement. Upon request, City will provide Contractor with a list of training programs that
meet the requirements of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Contractor shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this Section. In addition, Contractor shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this Section.
3.2.11.2 Minimum Requirements. Contractor shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the 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 the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance. The policy shall not
contain any exclusion contrary to the Agreement, including but not limited to endorsements or
provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24
26 or 2129); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Contractor shall maintain
limits no less than: (1) General Liability: $5,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used including, but not limited to, form CG 2503, either the general
aggregate limit shall apply separately to this Agreement/location or the general aggregate limit
shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 combined
single limit for bodily injury and property damage; and (3) 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 $1,000,000 per accident for bodily injury or
disease. Defense costs shall be paid in addition to the limits.
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(C) Notices: Cancellation or Reduction of Coverage. At least
fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance
coverage has been renewed or extended shall be filed with the City. If such coverage is
cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written
notice of such cancellation or reduction of coverage, file with the City evidence of insurance
showing that the required insurance has been reinstated or has been provided through another
insurance company or companies. In the event any policy of insurance required under this
Agreement does not comply with these specifications or is canceled and not replaced, the City
has the right but not the duty to obtain the insurance it deems necessary and any premium paid
by the City will be promptly reimbursed by Contractor or the City may withhold amounts
sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or
terminate this Agreement.
(D) Additional Insured. The City of San Juan Capistrano, its
officials, officers, employees, agents, and volunteers shall be named as additional insureds on
Contractor's and its subcontractors' policies of commercial general liability and automobile
liability insurance using the endorsements and forms specified herein or exact equivalents.
3.2.11.3 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Contractor shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liabilitv. The general liability policy shall include
or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or
endorsements providing the exact same coverage, the City of San Juan Capistrano, its officials,
officers, employees, agents, and volunteers shall be covered as additional insured with respect to
the Services or ongoing and complete operations performed by or on behalf of the Contractor,
including materials, parts or equipment furnished in connection with such work; and (2) using
ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage
shall be primary insurance as respects the City, its 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 excess insurance shall contain a provision that such
coverage shall also apply on a primary and noncontributory basis for the benefit of the City,
before the City's own primary insurance or self-insurance shall be called upon to protect it as a
named insured. Any insurance or self-insurance maintained by the City, its 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. Notwithstanding the minimum limits set forth in
Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits
of coverage shall be available to the parties required to be named as additional insureds pursuant
to this Section 3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its officials, officers, employees,
agents, and volunteers shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed
by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall
be primary insurance as respects the City, its officials, officers, employees, agents, and
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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 the City, its
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. Notwithstanding the
minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of
the specified minimum limits of coverage shall be available to the parties required to be named
as additional insureds pursuant to this Section 3.2.11.3(B).
(C) Workers' Compensation and Employer's Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officials,
officers, employees, agents, and volunteers for losses paid under the terms of the insurance
policy which arise from work performed by the Contractor.
(D) All Coverages. 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,(10 days for nonpayment of premium) prior written
notice by certified mail, return receipt requested, has been given to the City; and (B) any failure
to comply with reporting or other provisions of the policies, including breaches of warranties,
shall not affect coverage provided to the City, its officials, officers, employees, agents, and
volunteers. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the City, its officials, officers,
employees, agents and volunteers, or any other additional insureds.
3.2.11.4 Separation of Insureds; No Special Limitations: Waiver of
Subrogation. All insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the scope of
protection afforded to the City, its officials, officers, employees, agents, and volunteers. All
policies shall waive any right of subrogation of the insurer against the City, its officials, officers,
employees, agents, and volunteers, or any other additional insureds, or shall specifically allow
Contractor or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery
against City, its officials, officers, employees, agents, and volunteers, or any other additional
insureds, and shall require similar written express waivers and insurance clauses from each of its
subcontractors.
3.2.11.5 Deductibles and Self -Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City. Contractor
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its officials, officers, employees,
agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses
and related investigation costs, claims and administrative and defense expenses.
3.2.11.6 Subcontractor Insurance Requirements. Contractor shall
not allow any subcontractors to commence work on any subcontract relating to the work under
the Agreement until they have provided evidence satisfactory to the City that they have secured
all insurance required under this Section. If requested by Contractor, the City may approve
different scopes or minimum limits of insurance for particular subcontractors. The Contractor
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and the City shall be named as additional insureds on all subcontractors' policies of Commercial
General Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in
California, and satisfactory to the City.
3.2.11.8 Verification of Coverage. Contractor shall furnish City
with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.11.9 Reporting of Claims. Contractor shall report to the City, in
addition to Contractor's insurer, any and all insurance claims submitted by Contractor in
connection with the Services under this Agreement.
3.2.12 Safe . Contractor shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Contractor shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the nature
of the work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.2.13 Bonds.
3.2.13.1 Performance Bond. Not required.
3.2.13.2 Payment Bond. Not required..
3.2.13.3 Bond Provisions. Should, in City's sole opinion, any bond
become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or
replace the affected bond within 10 days of receiving notice from City. In the event the surety or
Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written
notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least
ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due
or will be made under this Agreement until any replacement bonds required by this Section are
accepted by the City. To the extent, if any, that the total compensation is increased in accordance
with the Agreement, the Contractor shall, upon request of the City, cause the amount of the
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bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such
increase to the City. To the extent available, the bonds shall further provide that no change or
alteration of the Agreement (including, without limitation, an increase in the total compensation,
as referred to above), extensions of time, or modifications of the time, terms, or conditions of
payment to the Contractor, will release the surety. If the Contractor fails to furnish any required
bond, the City may terminate this Agreement for cause.
3.2.13.4 Surety Qualifications. Only bonds executed by an admitted
surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The
surety must be a California -admitted surety with a current A.M. Best's rating no less than A:VIII
and satisfactory to the City. If a California -admitted surety insurer issuing bonds does not meet
these requirements, the insurer will be considered qualified if it is in conformance with
Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the
City.
3.2.14 Accounting Records. Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Contractor shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Contractor shall allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation
shall not exceed One Hundred Seventy Seven Thousand, Six Hundred Dollars ($177,600)
without written approval of City Manager. Extra Work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Contractor. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within 45 days of receiving such statement, review
the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Contractor perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
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Contractor shall not perform, nor be compensated for, Extra Work without written authorization
from City's Representative.
3.3.5 California Labor Code Requirements
a. Contractor is aware of the requirements of California Labor Code
Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and
the performance of other requirements on certain "public works" and "maintenance" projects
("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage
Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees
and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of
any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory
upon the Contractor and all subcontractors to comply with all California Labor Code provisions,
which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and
1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor
Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and
debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to
submit certified payroll records directly to the Labor Commissioner under Labor Code section
1771.4 shall not apply to work performed on a public works project that is exempt pursuant to
the small project exemption specified in Labor Code Section 1771.4.
b. If the Services are being performed as part of an applicable "public
works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
Contractor and all subcontractors performing such Services must be registered with the
Department of Industrial Relations. Contractor shall maintain registration for the duration of the
Project and require the same of any subcontractors, as applicable. Notwithstanding the
foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and
1771.1 shall not apply to work performed on a public works project that is exempt pursuant to
the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
C. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Contractor's sole
responsibility to comply with all applicable registration and labor compliance requirements. Any
stop orders issued by the Department of Industrial Relations against Contractor or any
subcontractor that affect Contractor's performance of Services, including any delay, shall be
Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall
be considered Contractor caused delay and shall not be compensable by the City. Contractor
shall defend, indemnify and hold the City, its officials, officers, employees and agents free and
harmless from any claim or liability arising out of stop orders issued by the Department of
Industrial Relations against Contractor or any subcontractor.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Contractor,
terminate the whole or any part of this Agreement at any time and without cause by giving
61147.02100112888815.4
Updated March 2019 11
written notice to Contractor of such termination, and specifying the effective date thereof, at least
thirty (30) days before the effective date of such termination. Upon termination, Contractor shall
be compensated only for those Services which have been adequately rendered to City, and
Contractor shall be entitled to no further compensation. Contractor may not terminate this
Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Contractor to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Contractor in connection with the performance of Services
under this Agreement. Contractor shall be required to provide such document and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole
or in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 General Provisions.
3.5.1 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Contractor:
City:
iWater, Inc.
12 Goodyear, Suite 130
Irvine, CA 92618
Attn; Donald Rhodes, President
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Eric Bauman, Assistant Public Works Director
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
3.5.2 Indemnification.
3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law,
Contractor shall defend, indemnify and hold the City, its officials, officers, employees,
volunteers and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any
alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Contractor's Services, the
61147, 02100112888815.4
Updated March 2019 12
Project or this Agreement, including without limitation the payment of all consequential
damages, expert witness fees and attorneys' fees and other related costs and expenses.
3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with
Counsel of City's choosing and at Contractor's own cost, expense and risk, any and all claims,
suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought
or instituted against City or its officials, officers, employees, volunteers and agents. Contractor
shall pay and satisfy any judgment, award or decree that may be rendered against City or its
officials, officers, employees, volunteers and agents as part of any such claim, suit, action or
other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by
City or its officials, officers, employees, agents or volunteers as part of any such claim, suit,
action or other proceeding. Such reimbursement shall include payment for City's attorneys' fees
and costs, including expert witness fees. Contractor shall reimburse City and its officials,
officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred
by each of them in connection therewith or in enforcing the indemnity herein provided.
Contractor's obligation to indemnify shall survive expiration or termination of this Agreement,
and shall not be restricted to insurance proceeds, if any, received by the City, its officials
officers, employees, agents, or volunteers.
3.5.3 Governing Law, Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Orange County,
California. In addition to any and all contract requirements pertaining to notices of and requests
for compensation or payment for extra work, disputed work, claims and/or changed conditions,
Contractor must comply with the claim procedures set forth in Government Code sections 900 et
seq. prior to filing any lawsuit against the City. Such Government Code claims and any
subsequent lawsuit based upon the Government Code claims shall be limited to those matters
that remain unresolved after all procedures pertaining to extra work, disputed work, claims,
and/or changed conditions have been followed by Contractor. If no such Government Code
claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as
specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against
the City.
3.5.4 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.5 Cit 's Right to Employ Other Contractors. City reserves right to employ
other contractors in connection with this Project.
3.5.6 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
61147.02100112888815.4
Updated March 2019 13
3.5.8 Construction: References: Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Contractor include all personnel, employees, agents, and
subcontractors of Contractor, except as otherwise specified in this Agreement. All references to
City include its officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content or intent of this Agreement.
3.5.9 Amendment: Modification. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5. 10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel or otherwise.
3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.5.12 Invalidity: Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Contractor further
agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic
Interest with the City's Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no official, officer or employee of
City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.14 Cooperation: Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.15 Attorneys' Fees and Costs. If any action in law or equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement,
61147.02100112888815.4
Updatcd March 2019 14
the prevailing Party shall be entitled to recover from the losing party attorney's fees and costs in
an amount determined to be reasonable by a court of competent jurisdiction.
3.5.16 City to Enter Agreement. Contractor has all requisite power and authority
to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority to
make this Agreement and bind each respective Party.
3.5.17 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.5.18 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both parties.
[SIGNATURES ON NEXT PAGE]
61147.02100112888815.4
Updated March 2019 15
SIGNATURE PAGE FOR VALVE AND FIRE HYDRANT
MAINTENANCE SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND iWATER, INC.
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the l" day
of July, 2020.
CITY OF SAN JUAN CAPISTRANO WATER, INC.
By: By: Donald W Rhodes
Be ' in I
ity Manager Its: President
Printed Name:
ATTEST
By: M(2-2 orr Ci Irk
APPROVED AS TO FORM:
By:
City Attorney
611470210MI28398154
UpJ te march 2019 16
EXHIBIT "A"
SCOPE AND SCHEDULE OF SERVICES
Project area consists of all defined main streets within the City of San Juan Capistrano;
as provided in the Atlas map of the San Juan Capistrano water service area. The city -
owned system fire hydrants and lines must be flushed. The system valves also require
exercising. The Contractor shall include services for painting city -owned fire hydrants in
conjunction with services for valve maintenance and exercising, and fire hydrant
maintenance and exercising services. The majority of the fire hydrants valves are
located on residential streets that can be worked on during the day. However, a small
portion of the valves and fire hydrants are located in nighttime work areas, as outlined in
the night time construction work map. All work described in this section is by the
Contractor unless noted otherwise.
Planning, Notification, and Reporting:
1. The City will provide mapping and general guidance on the areas to be flushed
and the preferred general direction of flushing operations on a quarterly basis.
2. At least one day in advance of each days flushing and valve exercise notify
Water Distribution Supervisor(fsanchez@sanjuancapistrano.org), and Chief
Plant Operator (toneal@sanjuancapistrano.org) of the planned work via email.
Include a map or description of the area of work. The map will show the intended
route of flushing from first hydrant to last hydrant. Allow for modification of route
by Engineer due to prevailing flow direction of water in system.
3. Pre -plan an entire day's flushing using the available distribution system maps
which are available in ESRI compatible geodatabase (gdb) format.
4. Start at or near a source of supply and work outward into the distribution system.
5. Isolate the section to be flushed from the rest of the system to create direction
flow.
6. After one section has been flushed, move on to the next section to be flushed
and repeat the same procedures.
7. Each day, a report must be e-mailed to the Water Distribution Supervisor, and
the Chief Plant Operator defining the area that was worked on that day, along
with a report of the results in adobe pdf format. The daily report in particular to
note:
1. Any out -of -service hydrants need to be bagged.
2. Hydrant failure, valve failure or any other in operable appurtenances those
are not operable.
3. Damage
General, Site conditions, and Clean Up:
1. This section work applies to all devices valves, fire hydrants, and blow offs.
2. All closed valves are labeled as "CLS" in the atlas maps, and have red lids with a
PVC riser with a red cap. Do not exercise these valves. If a closed valve does
61147.02100112888815.4 17
not have a PVC riser with a red cap and have the label "CLS" in the atlas - notify
the Water Distribution Supervisor. If a closed valve is located with no markings,
and is not designated "CLS" on the atlas - notify the Water Distribution
Supervisor to confirm whether or not the valve should remain closed, or if it can
be exercised and left open.
3. Where traffic control is needed, provide traffic control per MUTCD handbook.
4. All Supervisory personnel must have current Waster Distribution Operators
Certificate Grade class 2 issued by the State of California State, Water Resource
Control Board, California, Department Drinking Water.
Exercise Program for Fire Hydrants:
1. Close the hydrant isolation valve and verify closure buy opening 4" port on the
hydrant. After confirmation close 4" port and open isolation valve slowly.
2. After isolation valve is verified all hydrant ports need to be opened and flushed to
remove water in the lateral.
3. Any out -of -service hydrants need to be bagged and reported.
4. Avoid flooding, which can cause traffic problems.
5. Open hydrant ports with hydrant isolation valve closed, slowly open isolation
valve to allow 250 gallons a minute for a period long enough to get clear flow and
a total chlorine residual of 0.2 ppm or greater. Slowly close hydrant. If 10 minutes
pass without reaching clear water or minimum chlorine residual — contact Water
Distribution Supervisor or Chief Plant Operator.
5. Direct flushing water away from traffic, pedestrians and private property. Avoid
erosion damage to streets, lawns and yards by the use of tarpaulins and lead-off.
Use discharge devices such as diffusers.
6. Use dechlorinating tablets for all flushed water.
6. Use coconut rolls in in front of the storm drains receiving run off from the flow,
clean up any silt accumulated by the coconut rolls
7. Stop flushing if flooding occurs, report to CSJC the drainage problem.
7. All hydrant caps lubricated. Replace rubber gasket.
8. Record problems with fire hydrant operation
9. Exercise hydrant isolation valve in a complete cycle and record number of turns
to close. (See Valve Exercise Program below.)
Exercise Program for Valves:
1. Remove valve lid, vacuum clean valve can.
2. Close and open line valves slowly to prevent water hammer.
3. Operate valve completely from open to closed position, two times, and record the
number of turns.
4. Replace lid.
5. Any out -of -service valves need to be and reported.
6. Record problems with valve operation
7. Paint valve lid yellow for "domestic" and purple for "non domestic".
8. All hydrant isolation valves will be painted both blue and yellow.
61147.02100112888815.4 18
Exercise Program for Blow Off Devices:
1. Close and open blow off slowly to prevent water hammer.
2. Any out -of -service blow offs need to be reported.
3. Install a riser to bring discharge of blow off to 24 -inches above surrounding
ground level.
4. Avoid flooding, which can cause traffic problems.
5. Slowly open blow off to allow 250 gallons a minute for a period long enough to
get clear flow and total chlorine residual of 0.2 ppm or greater. Slowly close blow
off. If 10 minutes pass without reaching clear water or minimum chlorine residual
— contact Water Distribution Supervisor or Chief Plant Operator.
6. Direct flushing water away from traffic, pedestrians and private property. Avoid
erosion damage to streets, lawns and yards by the use of tarpaulins and lead-off.
Use discharge devices such as diffusers.
7. Use dechlorinating tablets for all flushed water.
8. Use coconut rolls in in front of the storm drains receiving run off from the flow,
clean up any silt accumulated by the coconut rolls
9. Stop flushing if flooding occurs, advise CSJC of drainage problem
10. Record problems with blow off operation
11. Exercise blow off isolation valve, (if can stock style blow off), in a complete cycle
and record number of turns to close.
Line Flushing Requirements:
1. This section is for work done on an hourly basis. Contractor is to provide a 2 or 4
person crew as requested by City for work, to work under direction
2. (General) Line flushing is different from hydrant flushing in that it moves any silt
and debris out of the line and will require that the Contractor provide a crew of 2
— 4 persons to work under the direction of CSJC staff.
3. (CSJC Staff) Pre -plan an entire day's flushing using the available distribution
system maps.
4. (CSJC Staff) Determine which sections of the mains are to be flushed at one
time, the valves to be used and the order, which the pipelines will be flushed.
5. (CSJC Staff) Notify all customers who will be affected of the dates and times of
the flushing
6. (Contractor) Start at or near a source of supply and work outward into the
distribution system as directed by CSJC staff.
7. (Contractor) Assure that line pressure at nearby hydrant maintains above 20 psi.
8. (Contractor) A minimum flushing velocity of 2.5fps (4.0 fps preferred) should be
developed as determined by CSJC staff.
9. (Contractor) One or more fire hydrants may be used for flushing so that minimum
velocities can be obtained.
10. (Contractor) Isolate the section to be flushed from the rest of the system as
determined by CSJC staff.
11. (Contractor) Close the valves slowly to prevent water hammer.
12. (Contractor) Open the fire hydrant or blow -off valve slowly.
13. (Contractor) Open hydrant fully for a period long enough (as determined by
CSJC staff) to stir up the deposits inside the water main.
61147.021 00\1 2888815.4 19
14. (Contractor) Record all pertinent data regarding the flushing operation as
determined by CSJC staff.
15. (Contractor) Collect two (2) water samples from each flowing hydrant, one in the
beginning (about 2 to 3 minutes after the hydrant is opened) and the second
sample when the discolored water turns clear (just before closing the hydrant).
16. (CSJC staff) After the flushing water becomes clear test the free chlorine
residuals to ensure they are at the desired level.
17. (Contractor) Record this information on the Hydrant Maintenance Report.
18. (Contractor) Slowly close the hydrant or blow -off valves.
19. (Contractor) After one section of pipe has been flushed, move on to the next
section to be flushed and repeat the same procedures as directed by CSJC staff.
GIS/GPS Data Collection Requirements:
1. Record GPS location of valve and fire hydrant based on NAD83, California State
Plane Zone VI; with sub -meter GPS survey. These will be included in database
report and in map format.
2. Reports will contain a database of work completed. This database will be in dbf
format and will work together with map shape or geodatabase files (Shape files
as Arc View shape file format with file registered to California State Plane
Coordinate System Zone VI, 1983.) for incorporation of existing mapping system
used within the City of San Juan Capistrano.
3. Monthly geodatabase files will be delivered.
4. All for maps and reports will be in Adobe pdf.
5. Deliverables by e-mail, web site, or ftp.
6. Along with coordinates record in data file:
a. differential accuracy
b. Valve or Hydrant ID
c. number of turns to open/close
d. Condition
e. Operational status
f. Problems per drop down list
g. Taste and odor
h. Residual total chlorine at end of flushing
L Hydrants out of order (bagged)
j. Valves out of order
k. Blow offs out of order
1. Missing Hydrant, valve, or blow off
m. Damage
n. Overgrown plant surrounding the fire hydrant
o. Painting complete Y/N
p. Surrounding bushes need trimming Y/N
q. Fire Hydrant location marks (Blue Bot Dots) present Y/N
7. Provide any atlas update notes regarding missing valves or hydrants, newly
located valves of hydrants or other commentary.
61147.02 1 00\ 12889915.4 20
Fire Hydrant Painting
Contractor will furnish to the City all labor, materials, tools, equipment, services, and
incidental and customary work necessary to fully and completely paint the City's fire
hydrants. Upon completion of fire hydrant testing and cleaning, Contractor shall paint
each hydrant one color, Vista Protec Safety Yellow. The paint shall be a low VOC Alkyd
emulsion gloss enamel approved for use in the state of California. This should be a
water based paint for metal substrates and provide rust prevention for metal.
The Contractor is expected to paint one-third (600) of the City's approximate 1800 fire
hydrants annually. Weekly reports are to be provided documenting the location of fire
hydrants painted.
ag wa w,wmn m�..n.n r.m.nmmnu�+v
A NIGHT TIME CONSTRUCTION WORK
•o 100 Mm a vaucr
61147.0210002888815,4 21
EXHIBIT"B"
COMPENSATION
SCHEDULE of COSTS - VALVE EXERCISE AND HYDRANT FLUSING AND EXERCISE PROGRAM
7/V= -
&3o=
Price
Wffibwft Exercised
L" d
Each
R Each
Price Per Fm
r! kaarOn v*.,eS
IMxtw ofValm Eaerab&W Per Year I I
Line Fkntdrm work by Crew
Haas per ym cfCrew dm to
Cst
7/t= - 12PersmClew WoM
&MOM j4Pmm0wwtb
TohoCodpmp"w1w2o m"
Price for Fe rant Mnfto Concurrent with Ftushi
Mwkw of Hyrtrantes to be Painted
Per Yea
Wi=- I ftowftn
t83lrm
61147.02100112888815.4 22