REQUEST FOR PROPOSALS FOR LANDSCAPE WATER CONSERVATION SERVICES. PROPOSALS DUE: June 1, :00 p.m.

Transcription

1 REQUEST FOR PROPOSALS FOR LANDSCAPE WATER CONSERVATION SERVICES PROPOSALS DUE: June 1, :00 p.m. Olivenhain Municipal Water District 1966 Olivenhain Road Encinitas, CA

2 1. Introduction & Project Background: Olivenhain Municipal Water District intends to enter into an agreement with a provider of landscape water conservation services for a period of three years. The period would begin July 1, 2018 and end June 30, Scope of Work: Please see the attached list of tasks for the project period. Interested parties may contact Jesica Cleaver at OMWD to answer any questions not resolved by the RFP. Upon entering into the agreement, OMWD reserves the right to request and negotiate additional services and costs with the provider throughout the project period. 3. Proposal Proposal shall provide clear representation of Contractor s quotation to OMWD, inclusive of all charges and fees, as outlined below. Cost for line items should not be included in the total cost for the task under which they fall. Task 1A, Residential Water Use Evaluation, cost per evaluation Additional bid line item Generation of schematic with dimensions for each irrigation zone Task 1B, Landscape Area Measurement, cost per evaluation Task 1C, Full WUE, cost per evaluation Task 1D, Irrigation Checkup, cost per evaluation Task 1E, Follow-Up WUE, cost per evaluation Task 1F, Water Budget, cost per budget Task 2, As-Needed Services Additional line item Work as requested, hourly rate These tasks are further outlined in the attached Scope of Work. 4. Proposal Requirements: The proposal should be concise, well-organized, and demonstrate the responder s qualifications and experience applicable to the project. Respondents will be evaluated based upon the criteria below. Proposals that do not address each item are deemed incomplete and will not be considered. 2

3 a. Identification List legal name of organization, address, phone, fax, and legal form of company (e.g., joint venture, sole proprietor, etc.). List names of primary contact person(s) at the organization and specify their roles. b. Eligibility Verify that the organization is able to meet all requirements shown in the attached sample agreement on or before the agreement s effective date. c. Experience Describe in no more than one page the organization s experience in completing similar efforts. List successful projects of the same or similar nature, and include contact information. Provide proof of Irrigation Association Certified Landscape Irrigation Auditor certification and/or Qualified Water Efficient Landscaper Certification for all individuals that will complete water use evaluations. d. Proposed Method to Accomplish the Work Briefly discuss the organization s approach to the project. If evaluations or portions of evaluations will be completed by a third party, all third parties must be identified. e. Cost Proposal Submit a cost proposal for the provision of water conservation services outlined in Section 3 of this RFP. All costs, including scheduling, site visits, packet preparation, reports, and all other fees should be shown. List hourly costs for additional work that may be requested by OMWD. f. Samples Provide a sample of a water use evaluation report for a residential customer, and a sample report for a commercial/multi-family customer. 5. Submittal Requirements: Submit one executed original of the proposal. The proposal shall be signed by an individual authorized to execute legal documents on behalf of the organization submitting the proposal. The proposal must be received not later than 5:00 p.m. on June 1, 2018 to: Olivenhain Municipal Water District Attn: Jesica Cleaver 1966 Olivenhain Road Encinitas, CA Faxed/scanned submittals will not be accepted. Proposals that are received after 5:00 p.m. on the due date will not be considered. 3

4 6. Questions Concerning Request Proposal: All questions regarding this request for proposals should be presented in writing via , letter, or fax to: Olivenhain Municipal Water District Attn: Jesica Cleaver 1966 Olivenhain Road Encinitas, CA Fax: Questions must be submitted not later than May 23, 2018 at 5:00 p.m. 7. Selection Process and Schedule: A selection panel will be assembled by OMWD to review the proposals submitted. Based upon this review, the panel anticipates selecting a service provider or service providers not later than June 15, Other: OMWD reserves the right to modify, supplement, or rescind this RFP at any time. 4

5 SCOPE OF WORK Contractor shall perform water conservation services on a task order basis. Before the start of any work, Contractor shall provide OMWD with a Task Cost Estimate responsive to this Scope of Work (Task). Upon mutual agreement of the parties on the Task Cost Estimate, the Contractor shall begin the Task within seven calendar days of a signed agreement. Services may include, but are not limited to: enrollment of interested homeowners, commercial property owners or managers, or homeowners association representatives into the appropriate water conservation field service; marketing and outreach of OMWD programs; coordination with OMWD obtaining water use history; inspections; landscape area measurement; water budget development; water use assessments; system checks; program evaluations and development; research; watering schedule reviews; on-site indoor and outdoor water use evaluations; submission of monthly invoice back-up program reports; submittal of participant reports to OMWD in electronic form; and other activities as needed to complete tasks. Additional detail regarding the services is provided below. Task 1: Field Services Requirement: Homeowners, commercial property owners or property managers, and representatives of homeowners associations interested in receiving a field service must sign an Authorization Form releasing the Contractor, OMWD, and its agents from liability. Work activities will include: provision of a phone number and address for enrollment; eligibility verification; preparation of program documents (e.g., applications, data access forms, watering schedules, etc.); logging of communications; distributing program collateral materials and discussing program incentives with participants; acquisition of account and meter numbers, contact information, and water use information; scheduling of service appointments convenient to participant; and routing of appointments and participant contact information to OMWD prior to performing a water conservation field service. A site report including a summary of findings, photos of problem areas, and water savings recommendations will be submitted to participant and OMWD for each site receiving a field service. If requested by OMWD, a schematic with dimensions will be submitted to OMWD for each irrigation zone. A schematic with dimensions for each irrigation zone shall also be submitted for sites receiving a landscape area measurement. Please provide a separate line item cost for the schematic. A. Residential WUE: Indoor Contractor shall inspect indoor fixtures and provide site with recommendations to minimize water use. Work activities include: Visual inspection of toilets; water heaters; and shower heads for leaks; and documentation of findings and recommendations. A sampling of devices and fixtures may suffice. Page 1

6 Outdoor 1. Landscape Area Measurement Contractor shall estimate square footage (with any adjustments made for slope) and provide percentages of landscape use (% slope, % turf, etc.). Resources may include: Tax assessors information; site plans; and online measurement tools. 2. Landscape and Irrigation System Inspection Contractor shall conduct a thorough site and irrigation system inspection to identify water savings opportunities. Work activities include identification of problems such as: meter, lateral, drip, and seal leaks; broken heads; misaligned heads; mismatched heads; pressure problems; spray deflection; sunken sprinklers; plugged equipment; arc misalignment; dry spots; valve malfunction; ponding; lack of proper hydrozoning; and an assessment of plant water needs consistent with the State of California s Water Use Classification of Landscape Species (WUCOLS III). Report to OMWD of household water devices to also include: Pressure evaluation; street reading obtained from OMWD (if possible) reading at hose bib (if possible) Notation of any fountains, pools, or spas All irrigation stations shall be inspected, and a Distribution Uniformity test utilizing catch cans shall be performed. The number of DU tests performed shall be determined by the Contractor on a site-by-site basis, determined by the condition and arrangement of the turf stations, with the intention of a sciencebased representation of the overall irrigation condition. The DU test may be waived if site conditions are determined by Contractor to be too poor to result in any meaningful data. 3. Watering Schedule Review Contractor shall review the site s existing irrigation schedule and make recommendations to maximize the site s water savings (must be consistent with local water use restrictions if applicable). Work activities include: documenting the make and model of the controller(s) and the existing irrigation schedule, and providing and reviewing the recommended watering schedule with the site representative. The irrigation schedule shall be based on the following factors: ETo zone, plant material, application devices, and soil type. The Watering Calculator found on may be utilized. 4. WUE Customer Packet Contractor shall leave a packet of information with customer, the contents of which will be assigned to Contractor by OMWD, along with any water-saving devices provided by OMWD that may be useful in minimizing water usage at the site. Page 2

7 OMWD will provide Contractor with three forms, and up to five flyers or brochures, to be inserted into a presentation folder that will form the customer packet. Packet materials and devices can be picked up from OMWD on an asneeded basis. B. Landscape Area Measurement: C. Full WUE: Contractor shall estimate square footage (with any adjustments for slope) and provide percentages of landscape use (% slope, % turf, etc.). Resources may include: Tax assessors information; site plans; and online measurement tools. 1. Landscape Area Measurement Contractor shall estimate square footage (with any adjustments for slope) and provide percentages of landscape use (% slope, % turf, etc.). Resources may include: Tax assessors information; site plans; and online measurement tools. 2. Water Budget Contractor shall develop a site water budget in accordance with the applicable local jurisdiction s landscape ordinance, consistent with AB 1881 (2006). The water budget shall graphically convey the following information to the site participant: water amount used relative to water units needed and potential estimated dollar and water savings. Budget may include only potential unit savings if accompanied by an OMWD Rates & Rules brochure. 3. Landscape and Irrigation System Inspection Contractor shall conduct a thorough site and irrigation system inspection to identify water savings opportunities. Work activities include identification of problems such as: meter, lateral, drip, and seal leaks; broken heads; misaligned head; mismatched heads; pressure problems; spray deflection; sunken sprinklers; plugged equipment; arc misalignment; dry spots; valve malfunction; ponding; lack of proper hydrozoning; and an assessment of plant water needs consistent with WUCOLS III. Report to OMWD of household water devices to also include: Pressure evaluation; street reading obtained from OMWD (if possible) reading at hose bib (if possible) Notation of any fountains, pools, or spas A minimum of fifty-percent (50%) of irrigation stations on each site shall be inspected, and Distribution Uniformity (DU) tests utilizing catch cans shall be performed on a representative sample of turf at all inspected irrigation stations. The number of DU tests performed shall be determined by the Contractor on a site-by-site basis, determined by the condition and arrangement of the turf stations, with the intention of a science-based representation of the overall Page 3

8 irrigation condition. The DU test may be waived if site conditions are determined by Contractor to be too poor to result in any meaningful data. 4. Watering Schedule Review Contractor shall review the site s existing irrigation schedule and make recommendations to maximize the site s water savings (must be consistent with local water use restrictions). Work activities include: documenting the make and model of the controller(s) and the existing irrigation schedule, and providing and reviewing the recommended watering schedule with the site representative. The irrigation schedule shall be based on the following factors: ETo zone; plant material; application devices; and soil type. The Watering Calculator found on may be utilized. 5. WUE Customer Summary Report Binder Contractor shall prepare a binder of information for customer to include water use history, irrigation schedules, photos, summary of findings, and recommendations. Contractor will also leave any water-saving devices provided by OMWD that may be useful in minimizing water usage at the site with the customer. OMWD must review and approve binder contents before being sent to customer. 6. Review at Community Forum Upon request, Contractor will attend HOA or community group meeting to explain report findings. D. Irrigation Checkup: 1. Landscape Area Measurement Contractor shall estimate square footage (with any adjustments for slope) and provide percentages of landscape use (% slope, % turf, etc.). Resources may include: tax assessors information, site plans, and online measurement tools. 2. Landscape and Irrigation System Inspection Contractor shall conduct a thorough site and irrigation system inspection to identify water savings opportunities. Work activities include identification of problems such as: meter, lateral, drip and seal leaks; broken heads; misaligned heads; mismatched heads; pressure problems; spray deflection; sunken sprinklers; plugged equipment; arc misalignment; dry spots; valve malfunction; ponding; lack of hydrozoning; and an assessment of plant water needs consistent with WUCOLS III. Report to OMWD of household water devices to also include: Pressure evaluation; street reading obtained from OMWD (if possible) reading at hose bib (if possible) Notation of any fountains, pools, or spas All irrigation stations shall be inspected, and a Distribution Uniformity test Page 4

9 utilizing catch cans shall be performed. The number of DU tests performed shall be determined by the Contractor, on a site-by-site basis, determined by the condition and arrangement of the turf stations; with the intention of a sciencebased representation of the overall irrigation condition. The DU test may be waived if site conditions are determined by contractor to be too poor to result in any meaningful data. 3. Watering Schedule Review Inspector shall review the irrigation schedule with site representative. Work activities include: Reviewing irrigation schedule and providing recommendations. E. Follow-Up WUE: F. Water Budget Site and Irrigation System Inspection Identification of unresolved problems such as: meter, lateral, drip and seal leaks; broken heads; misaligned heads; mismatched heads; pressure problems; spray deflection; sunken sprinklers; plugged equipment; arc misalignment; dry spots; valve malfunction; ponding; improper irrigation schedule; inappropriate plant palette and lack of hydrozoning. Activities include completing a checklist of items still unfixed (relative to the initial full WUE) and documenting the reasons provided for inaction. Contractor shall develop a site water budget in accordance with the applicable local jurisdiction s landscape ordinance, consistent with AB 1881 (2006). The Water Budget shall graphically convey the following information to the site participant: Water amount used relative to water units needed and potential estimated dollar and water savings. Budget may include only potential unit savings if accompanied by an OMWD Rates & Rules brochure. Task 2: As-Needed Services: Contractor shall provide as-needed services related to program field services and marketing at the discretion of OMWD. Please provide an hourly rate for additional field services, and/or administrative services relating to the program, preparation, and delivery of presentations. Qualifications: All field services will be performed by a Certified Landscape Irrigation Auditor, a Qualified Water Efficient Landscaper, or an individual who has passed the Irrigation Association s CLIA certification exam and is currently eligible for certification. Contractor will submit a copy of CLIA certification or documentation proving eligibility for CLIA certification to OMWD prior to work being performed for each individual scheduled to perform field services. Contractor s assigned surveyor(s) must be knowledgeable in irrigation technology, irrigation Page 5

10 scheduling, CIMIS and evapotranspiration, soil, plant and water relationships, and other related fields. Proficiency with the water budget methodology in the state of California s Model Water Efficient Landscape Ordinance is required. Knowledge of smart control technology is required. The surveyor(s) must possess excellent people and communication skills including written skills, and must possess computer skills necessary to produce reports, maintain program data, and develop irrigation schedules. Deliverables All deliverables submitted to OMWD shall be formatted according to specifications provided by OMWD, or if not otherwise specified, Microsoft Office or Adobe PDF. Any work product, including all original reports, writings, recordings, drawings, files, database records, and detailed calculations developed under this contract, is the property of OMWD. Deliverables are as follows: A. Project Development A.1 Contractor shall recommend a program structure that is consistent with input received from OMWD. B. Operating Procedures B.1 Contractor shall produce Operating Procedures and obtain buy-in from OMWD. This document will outline all procedures and policies associated with the program and detail quality control measures. C. Program Collateral Material C.1 Contractor shall be able to provide participants with the following in collaboration with OMWD. Some services and/or collateral materials may or may not be required. C.1.1 Program Authorization Form C.1.2 Program Checklist Form C.1.3 Program Watering Schedule Form C.1.4 Phone Number C.1.5 Account C.1.6 Other OMWD Outreach Materials C.1.7 Program Presentation Folder C.1.8 Water-Saving Devices (OMWD supplied when available) Page 6

11 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE OLIVENHAIN MUNICIPAL WATER DISTRICT AND XXX FOR LANDSCAPE WATER CONSERVATION SERVICES This Agreement is entered into by and between Olivenhain Municipal Water District, a Municipal Water District organized and operating pursuant to Water Code Sections et seq. (hereinafter the District ) and XXX, a XXX organized and operating in the State of California. R-E-C-I-T-A-L-S 1. The District is a public agency organized and operating pursuant to Water Code Sections et seq., which provides water and sewer service within certain areas of northern San Diego County. 2. The District manages a water conservation program that offers landscape conservation services, free of charge to customers within its service area. 3. The District desires to retain XXX to provide the landscape conservation services necessary for the District s water conservation program. The landscape conservation services to be provided by XXX are more particularly described in the Scope of Work and corresponding bid attached hereto as Exhibit A and incorporated herein by reference. C-O-V-E-N-A-N-T-S 1. Services to be Performed. XXX agrees to perform all work and services outlined in Exhibit A. All work performed by XXX shall be subject to review and approval by the District. The District shall have no obligation to approve and work found defective by the District, in its sole discretion.

12 2. Correction of Defective Work. XXX agrees to correct all labor or materials found defective by the District at its sole cost and expense. All work found defective by the District shall be corrected in the time specified by the District by written notice to XXX. 3. Price for Work. XXX agrees to perform all work described in Exhibit A for a total price not to exceed XXXxx. No increase in this price shall be allowed without the express written consent of the District. The District shall have no obligation to grant this consent and may deny consent to any price increase, in its sole discretion. 4. Payment for Work. Contractor shall submit bi-monthly invoices electronically for reimbursement of services to XX. Invoices shall include all services completed through the last bi-monthly billing period: Jul/Aug, Sep/Oct, Nov/Dec, Jan/Feb, Mar/Apr, May/Jun. Contractor shall submit invoices by the 10th day of the following month, with the exception of the billing period ending in June 20XX, which shall be due by July 5th, All invoices shall include a complete description of all work completed during the previous month including the hours and costs of each person performing the work and shall also include a detailed description of progress to date for each task of work described in Exhibit A. All invoices shall be subject to review and approval by the District, in its sole discretion. Fees and costs approved by the District will be paid by the District within thirty (30) days from receipt of a written invoice containing all of the information required by this paragraph. The District shall have no obligation to pay for any work not expressly approves by the District. XXX shall promptly provide the District with any additional information requested by the District from time to time to support any invoices that have been received. The District shall have the right, at any time, to audit the books and records of XXX to verify any items invoiced to the District. XXX agrees to provide the District with any information requested by the District by no later than seven (7) days following receipt of a written request for this information from the District. 5. Additional Services. The District may request additional services from XXX, from time to time, as the District shall determine in its sole discretion. The parties shall agree on the scope and price to be paid for the additional service(s) prior to commencement of any

13 additional work and the written agreements for services shall be approved in advance by the General Manager. 6. Standard of Care. In performing all work and services required by this Agreement, XXX agrees to use the degree of skill and expertise ordinarily exercised, under similar circumstances, by licensed and qualified professionals in San Diego County having special expertise and a high level of competence in all work being performed by XXX pursuant to this Agreement. It is understood that the District is relying on XXX s longstanding experience in the field as well as its special expertise and high level of competence in the landscape and irrigation industry in entering this Agreement. As a material term of this Agreement, XXX warrants and represents that it has secured all licenses required by federal or California law to perform all work and services required by this Agreement. XXX agrees to perform all work required by this Agreement at all times in strict accordance with all applicable federal, state, and local laws and regulations which apply to the labor or materials being provided. Consistent with the professional standard of care, XXX shall be entitled to rely on the accuracy of the data and information provided by the District without independent review or evaluation excepting if XXX s Scope of Services includes such review or evaluation. 7. Work Performance Standards. XXX agrees to perform all work and services required by this Agreement in a manner which complies with all federal and state health and safety standards and in a manner which avoids damage or injury to any real or personal property of any person or entity, including any real or personal property of the District. XXX agrees to perform the work at all times in a manner which avoids the creation of any trespass or private or public nuisance during conduct of the work. 8. Liability for Work of Agents, Independent Contractors, and Subcontractors. XXX shall be solely liable and responsible for all labor and materials provided by any director, officer, agent, employee, subcontractor, supplier, or independent contractor hired or

14 retained by XXX to perform any work or to provide any materials or supplies. The District shall have no liability whatsoever for any work or services performed or any materials or supplies provided by XXX or its directors, officers, agents, employees, subcontractors, suppliers, or independent contractors. 9. Time for Completion of Services. As a material term of this Agreement, XXX agrees to complete all work and services required by this Agreement by no later than XXX notwithstanding delays outside the reasonable control of XXX. The breach of this paragraph shall constitute a material breach of this Agreement. 10. District Termination of Right. The District shall have the express right to terminate this Agreement at any time without cause by giving seven (7) consecutive days advance written notice to XXX. This Agreement shall be automatically terminated without further action of any party upon expiration of the seven (7) day period. Promptly upon receipt of any termination notice from the District, XXX shall cease all further work and services, except as otherwise expressly directed by the District in the written termination notice. In the event the District exercises its termination right, XXX shall be paid only for work and services performed and approved by the District to the date this Agreement terminates. The District shall have the express right to withhold any payment otherwise due in amounts determined appropriate by the District to correct any labor or materials determined to be defective by the District at the time of termination. XXX may terminate this Agreement at any time if the District fails to make payments as required by this Agreement or if such payments being made by the District exceed sixty (60) days past the date due under the Agreement. 11. Documents. All plans, maps, drawings, reports, designs, or other writings of any type or nature prepared by XXX as a result of this Agreement shall become and remain the sole property of the District. All such writings shall be provided to the District not later than seven (7) consecutive says after termination of this Agreement for any reason. All labor, supplies, work, and materials provided by XXX in conjunction with this Agreement shall become and remain the sole property of the District. Documents, drawings,

15 specifications, and electronic information/data, including computer aided drafting and design (CADD) prepared by XXX pursuant to this Agreement are not intended or represented to be suitable for use by the District for subsequent changes to the water use evaluation program or on other District projects. Any use of documents completed by XXX for changes in the water use evaluation program or other projects will be at the District s sole risk and without liability to XXX. However, the District shall have the express right to use all final design plans and other documents provided by XXX for the water use evaluation program and XXX understands the District will be relying upon its final design plans in bidding water use evaluation programs. 12. Independent Contractor. As a material term of this Agreement, it is expressly agreed between the parties that XXX is performing all work and services for the District pursuant to this Agreement as an independent contractor and not as an agent or employee of the District. The parties further agree and acknowledge that the District expects XXX to make its own independent determination of the means and methods to perform all work required by this Agreement, and will not be directed as to any of these means or methods by the District. As a material term of this Agreement, XXX agrees it is not an agent or employee of the District and the District shall not be liable in any way for any of its acts or omissions or those of its directors, officers, agents, employees, or subcontractors, whether negligent or intentional. 13. Safety of Employees and the Public. XXX shall be solely liable and responsible for ensuring the safety of all members of the public and all employees of XXX in performing any of the work. The District will not be liable or responsible for injury or damage to any member of the public or any employees of XXX arising from performance of any of the work. 14. Limitations on Authority of Consultant. XXX has been informed, and understands, that it has no authority to alter any of the terms or provisions of any contracts executed by the District or to alter any of the requirements contained in any plan or specifications or Contract Documents approved by the District. Only the General Manager of the District

16 has the authority to alter or modify any of the terms or provisions of any contract or to approve any changes in any plans or specifications approved by the District. XXX and its directors, officers, agents, subcontractors, and employees are hereby expressly prohibited from informing anyone at any time that any change to any contract executed by the District is acceptable or in authorizing any change in any approved plans without the express prior written consent of the General Manager of the District. 15. Responsibility for Losses and Damages Arising from Work. XXX shall be solely responsible for all liability, claims, causes or action, demands, losses, costs, fees, expenses, and damages, of whatever type or nature, caused, or claimed to be caused, in whole or in part, by the negligence or intentional misconduct of XXX or its directors, officers, agents, employees, or subcontractors arising from or related to performance of any of the work. 16. Conflicts of Interest Prohibited. As a material term of this Agreement, XXX shall not in any way attempt to use its position to influence any decision of the District in which it knows, or has reason to know, it has a financial interest other than the compensation provided in this Agreement. 17. District Remedies for Breach. In the event XXX breaches any term, covenant, or condition of this Agreement or fails to perform any work or services required by this Agreement, the District shall be entitled to elect all or any of the following remedies at the District s sole option. a. Unilateral Termination. Unilaterally terminate this Agreement by written notice to XXX. Upon election of this remedy by the District, paragraph 10 governing unilateral termination shall apply; or b. Specific Enforcement. Enforce any provision of this Agreement by specific performance. If this remedy is elected by the District, XXX agrees that specific performance is appropriate and reasonable given the unique and special services

17 being performed by XXX and expressly waives the right to contest the right of the District to seek specific performance in any subsequent action or proceeding between the parties; or c. File Suit Against XXX for Damages Arising from Breach of this Agreement. In the event the District elects this remedy, it shall be entitled to recover all damages authorized by law; and/or d. Withhold Compensation. The District shall be entitled to withhold such amounts as the District determines are appropriate, in its sole discretion, to complete the work of services required by this Agreement, to correct any labor or materials found defective by the District, or to pay any claims or actions caused, or claimed to be caused, in whole or in part, by the negligence or intentional misconduct of XXX or its directors, officers, agents, employees, or subcontractors. In the event the District is required to pay any sum or amount to complete any labor or materials services required by this Agreement, or to correct any labor or materials found defective by the District, amounts paid by the District shall earn interest at the rate of one percent (1%) per month from the date of payment until the District is repaid in full. 18. Insurance. At all times during the term of this Agreement, XXX shall maintain workers compensation insurance, a commercial general liability insurance policy, and professional liability insurance in strict accordance with all terms of this paragraph. The insurance required by this paragraph shall be provided as follows: a. Workers Compensation Insurance. Immediately following execution of this Agreement and prior to commencement of any work by XXX, XXX shall provide the District with certificates of insurance showing that XXX has obtained, for the full period of this Agreement, workers compensation insurance coverage for no less that the statutory limits covering all persons whom XXX employs or may

18 employ in carrying out any work under this Agreement. This workers compensation insurance shall remain in full force and effect at all times during performance of any work required by this Agreement; and b. Liability Insurance. Promptly following execution of this Agreement, and prior to commencement of any work, XXX shall provide the District with certificates of insurance and such endorsements as may be required by the District, demonstrating that XXX has in full force and effect a broad form commercial general liability insurance policy or policies covering bodily injury, property damage, products-completed operations, and personal injury in an amount of not less than $2,000, per occurrence with a deductible amount not to exceed $50, c. Automobile Insurance. Promptly following execution of this Agreement and prior to commencement of any work, XXX shall provide the District with certificates of insurance and such endorsements as may be required by the District demonstrating that XXX has in full force and effect an automobile liability policy in an amount of not less than $1,000, per occurrence with a deductible amount not to exceed $50, This automobile liability policy shall include each of the following types of coverage: (1) comprehensive form including loading and unloading; (2) owned; (3) hired; and (4) non-owned. This automobile liability insurance policy shall be with an insurance company licensed to do business in the State of California and acceptable to the District. The insurance certificate and any endorsements shall be non-cancelable without thirty (30) days prior written notice to the District; and d. Professional Liability Insurance. Promptly following execution of this Agreement, and prior to commencement of any work by XXX, XXX shall provide the District with a certificate or certificates evidencing that XXX has professional liability insurance in a limit of not less than $1,000, with an insurance company

19 licensed to do business in the State of California and acceptable to the District. This insurance shall have a deductible amount not to exceed $50, The District shall be named as an additional named insured on all policies required by this paragraph except the professional liability and workers compensation policies. The insurance afforded to the District shall be primary insurance. If the District has other insurance which might be applicable to any loss, the amount of the insurance provided under this section shall not be reduced or prorated by the existence of such other insurance. 19. Job Site Safety. XXX shall be solely liable and responsible for job site safety and compliance with all federal, state and local laws, rules and regulations pertaining to job safety for all XXX employees retained to perform any work or services required by this Agreement. XXX shall require its lower tier sub-consultants, suppliers, and independent contractors retained by XXX to adhere to these terms. Notwithstanding, XXX shall not be liable or responsible for the job site safety of any workers or agents employed by any construction contractor performing any work for the District on any project or program. XXX shall not be responsible for construction means, methods, techniques, sequences, or procedures, as these are solely the responsibility of the construction contractor. 20. Indemnity. As a material term of this Agreement, except for design services as provided in the next paragraph, XXX agrees to hold harmless, indemnify, and defend the District and its directors, officers, employees, agents, and representatives from and against any and all claims, causes of action, suites, actions, damages, losses, costs, fees, expenses, fines, and penalties, of whatever type or nature, including all costs of defense and attorney fees, caused in whole or in part, or claimed to be caused in whole or in part, by the action, inaction, passive or active negligence, or intentional misconduct of XXX or its directors, officers, employees, designated agents and representatives, subcontractors, subconsultants, suppliers, or independent contractors, except claims and causes of action

20 caused by the sole active negligence of intentional misconduct of the District or its directors, officers, employees, or agents. In the event that any administrative proceeding, litigation, or arbitration is instituted naming the District or any other indemnified parties as a defendant, the District and such other indemnified party shall be entitled to appoint their own independent counsel to represent them, and XXX agrees to pay all reasonable attorney s fees, expert fees and costs, District staff time, and litigation costs associated with this defense within thirty (30) days of any billing. The indemnity provision contained in this paragraph shall apply only to licensed architects, landscape architects, professional engineers, and professional land surveyors who are performing architectural, landscape architectural, engineering, or surveying work as part of this contract. Otherwise, the indemnity provision contained in the paragraph above shall apply. For the types of services described in this paragraph, XXX agrees to hold harmless, indemnify, and defend the District and its directors, officers, employees, agents, and representatives from and against any and all liability, claims, causes of action, suites, actions, damages, losses, costs, fees, expenses, fines, and penalties, of whatever type of nature, including all costs of defense and reasonable attorney s fees, for all claims and causes of action that arise out of, pertain to, or relate to the active negligence, recklessness, or willful misconduct of XXX or its directors, officers, employees, or agents, except claims and causes of action caused by the sole active negligence or intentional misconduct of the District or its directors, officers, employees, or agents. In the event that any administrative proceeding, litigation, or arbitration is instituted naming the District or any other indemnified parties as a defendant, the District and such other indemnified parties shall be entitled to appoint their own independent counsel to represent them, and XXX agrees to pay all reasonable attorney s fees, expert fees and costs, District staff time, and litigation costs associated with this defense within thirty (30) days of any billing. 21. Miscellaneous Provisions. a. California Law Governs. This Agreement shall be governed by California Law.

21 b. Jurisdiction and Venue. In the event of any legal or equitable proceeding to enforce or interpret the terms and conditions of this Agreement, the parties agree that jurisdiction and venue shall lie only in the federal or state courts in or nearest to the North County Judicial District, County of San Diego, State of California. c. Modification. This Agreement may not be altered in whole or in part except by written modification approved by the General Manager and executed by all the parties to this Agreement. d. Attorney s Fees. In the event any arbitration, action, or proceeding is initiated to challenge, invalidate, enforce, or interpret any of the terms of this Agreement, the prevailing party shall be entitled to all attorneys fees, all expert fees and costs, and all litigation fees, costs, and expenses in addition to any other relief granted by law. This provision shall apply to the entire Agreement. e. Entire Agreement. This Agreement, together with all exhibits attached hereto, contains all representations and the entire understanding between the parties with respect to the subject matter of this Agreement. Any prior correspondence, memoranda, or agreements, whether or not such correspondence, memoranda, or agreements are in conflict with this Agreement, are intended to be replaced in total by this Agreement and its exhibits. XXX warrants and represents that no District representative has made any oral representations or oral agreements not contained in this Agreement. XXX further warrants and represents that XXX has not relied upon any oral statements or promises made by any District representative or agent in executing this Agreement. The parties mutually declare that this Agreement and its exhibits constitutes a final, complete, and integrated agreement between the parties. f. Prohibition on Assignment. XXX shall not be entitled to assign or transfer all or any portion of its rights or obligation in this Agreement without obtaining the express prior written consent of the District. The District shall have no obligation

22 to give its consent to any assignment and may deny any requested assignment, in its sole discretion. g. Representation of Capacity to Contract. Each party to this Agreement represents and warrants that he or she has the authority to execute this Agreement on behalf of the entity represented by that individual. This representation is a material term of this Agreement. h. Opportunity to be Represented by Independent Counsel. Each of the parties to this Agreement warrants and represents that it has been advised to consult independent counsel of its own choosing and has had a reasonable opportunity to do so prior to executing this Agreement. i. No Waiver. The failure of either party to enforce any term, covenant, or condition of this Agreement on the date it is to be performed shall not be construed as a waiver of that party s right to enforce this, or any other, term, covenant, or condition of this Agreement. No waiver shall occur unless the waiver is expressly stated in writing and signed by the person for the party having the authority to expressly waive the benefit or provision, in writing. No oral waivers shall be effective against either party. j. No Joint Venture and No Third Party Beneficiaries. Nothing in this Agreement is intended to create a joint venture, partnership, or common enterprise relationship of any kind between the District and XXX. No third parties shall be construed as beneficiaries of any term, covenant, or provision of this Agreement. k. Time of Essence. The parties agree that time is of the essence as to all matters specified in this Agreement. The parties mutually declare that this is a material term of this Agreement.

23 l. Notices. All letters, statements, or notices required pursuant to this Agreement shall be deemed effective upon receipt when personally served or sent certified mail, return receipt requested, to the following addresses: To: XXX Attention: XXX XXX To: District Olivenhain Municipal Water District Attn: Kimberly A. Thorner, General Manager 1966 Olivenhain Road Encinitas, CA m. Effective Date. The effective date of this Agreement executed in counterparts in Encinitas, California, within the North County Judicial District, County of San Diego, State of California, is. Dated: Olivenhain Municipal Water District, a public agency By: Kimberly A. Thorner, General Manager

24 Dated: XXX, a California company By: Title: