WARNER RANCH SIPHON 1B, CURED IN PLACE PIPEWarner+Ranch+Siphon+1B.pdfThe District needs an...

REQUEST FOR PROPOSAL

WARNER RANCH SIPHON 1B, CURED IN PLACE PIPE

Cured-In-Place Pipe (CIPP) installation, Warner Ranch Siphon 1B. Highway 79, (Warner Springs, CA)

PROPOSALS DUE:

JANUARY 9, 2019 BY 4:00 P.M.

Vista Irrigation District RFP-Warner Ranch Siphon 1B, CIPPL

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Request for Proposal

The Vista Irrigation District (“District”) will be accepting proposals from qualified contractors for Construction Services related to installation of a Cured-In-Place Pipe (CIPP) for a 24” concrete pipe located on the District’s Warner Ranch near Lake Henshaw.

BACKGROUND:

The Vista Irrigation District was organized in September 1923. Its mission is to provide a safe and reliable supply of water to its customers. The District currently serves 28,500 accounts with a population of 129,350 people.

A five-member Board of Directors (“Board”) governs the District. The General Manager and administrative staff implement the policies approved by the Board of Directors and handle the District’s day-to-day operations.

The service area lies within the northwestern quadrant of San Diego County, encompassing approximately 21,200 acres in its service area. Historically, the District has received 30% of its water supply from Lake Henshaw which, along with the surrounding 43,000-acre Warner Ranch, is owned and operated by the District. The remaining 70% of the District’s supply comes from Northern California through the State Water Project and from the Colorado River. These sources are conveyed to the District via aqueducts owned and operated by water wholesalers, the Metropolitan Water District of Southern California and the San Diego County Water Authority.

OBJECTIVES:

The District needs an experienced company to install a cured-in-place pipe liner into a 24” concrete pipe that is approximately 178 feet long, known as Siphon 1B.

If a site visit is desired please contact Kurt Casto, Water Resources Manager at 760-782-3563 or via email at [email protected].

SCOPE OF WORK:

The project consists of installation of a CIPP into an existing 24” concrete pipe approximately 178 feet long. The project is located on the District’s Warner Ranch Property near Lake Henshaw. The work shall be performed per the attached specification, Attachment No. 2 and the attached drawing, Attachment No. 3.

The project site is located in an area that does not have a pressurized potable water system. The District will supply construction water via a water truck to the site.


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PROJECT REQUIREMENTS:

1. All work shall be accomplished in accordance with all applicable Federal, State and localcodes.

2. The contractor shall be responsible to acquire all permits required for the project.3. Workmanship and materials to be warranted for one year from project completion.4. The Contractor shall enter into the Vista Irrigation Districts Agreement for Services

contract, Attachment 5. An official agreement shall be prepared by the District andforwarded to the Contractor for execution upon award of the project.

5. The Contractor must possess a valid Class “A” or “C34” license.6. The Contractor must complete the project within 60 days of issuance of the notice to

proceed by the District. Although the District desires to have the work completed withinthe 60-day time frame, the District also desires that the work not be performed in rainyand or muddy conditions. Therefore, the District in its sole discretion may extend the 60-day time frame if rainy weather or access road conditions prevent the work from beingcompleted within the 60-days after issuance of the notice to proceed.

Only the items on the Fee Response Sheet will be pay items. Respondents should include all mobilization, labor, equipment, materials, testing, borings, and travel etc. to the final overall cost.

EVALUATION CRITERIA AND RESPONSE REQUESTED:

Your proposal will be reviewed and evaluated based on your company’s overall qualifications. Proposals should be concise and to the point to facilitate ease of evaluation. Your company will be judged on the following criteria and not solely on the lowest fee. At a minimum, the proposal should include:

a) References are required if your company has not previously contracted with the Districtin the past two years:i) At least three references (names and current phone numbers) from recent work

(within the last three years) similar to this project’s size and scope.b) Verifiable experience on projects of similar size and scope.c) Insurance coverage as described in Attachment 5, Agreement For Services, Section Four

is mandatory. In particular, the endorsement referred to below must be produced beforework can start:

The DISTRICT, its directors, officers, employees, and authorized volunteers are to be covered as additional insured with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the CONSULTANT; and with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CONSULTANT's insurance using ISO endorsement CG2010, CG2037, or equivalent, or as a separate owner's policy.


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d) Ability to comply with prevailing wage requirements and state law mandated contractprovisions as described in Attachment 5, Agreement For Services, Exhibits D & Erespectively.

CONTRACTOR’S REGISTRATION: In accordance with Labor Code Section 1771.1, a contractor or subcontractor shall not be qualified to (a) bid on or be listed in a bid proposal, or (b) engage in the performance of this work, unless currently registered and qualified to perform the work pursuant to Labor Code Section 1725.5.

COMPLIANCE MONITORING AND ENFORCEMENT: Contractor’s performance of the work described in the Request for Proposals is subject to compliance monitoring and enforcement by the California Department of Industrial Relations.

e) Any Contractor awarded a contract by the District in excess of $25,000.00 must file aLabor and Material Bond with the District as per attachment 5, Agreement For Services,Exhibit F. Any Contractor awarded a contract by the District in excess of $60,000.00must file a Labor and Material and a Faithful Performance Bond with the District as perattachment 5, Agreement For Services, Exhibits F & G.

LABOR AND MATERIAL BOND: The Bidder to whom the award is made shall be required at the time of the execution of the Agreement to furnish a Labor and Material Bond in an amount not less than one hundred percent (100%) of the total bid price. The Labor and Material Bond shall provide that if the direct contractor or a subcontractor fails to pay any of the following, the surety will pay the obligation and, if an action is brought to enforce the liability on the bond, a reasonable attorney's fee, to be fixed by the court:

1) A person authorized under California Civil Code Section 9100 to asserta claim against a Labor and Material Bond.2) Amounts due under the Unemployment Insurance Code with respect towork or labor performed pursuant to the public works contract.3) Amounts required to be deducted, withheld, and paid over to theEmployment Development Department from the wages of employees ofthe contractor and subcontractors under Section 13020 of theUnemployment Insurance Code with respect to the work and labor.This bond shall be secured from an admitted surety company, shall besubmitted on the prescribed bond form, and the premiums thereon shall bepaid by the successful Bidder. The Labor and Material Bond shall remainin full force and effect through the guarantee period as specified in theGeneral Provisions.

f) Total Overall Costs: Fee Response Sheet (Attachment 1) with lump sum not-to-exceedprice for providing the labor and materials described in this RFP. Price must be firm forone-hundred and twenty (120) days. The Fee Response Sheet shall be submitted in aseparate sealed envelope.

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Vista Irrigation District RFP-Warner Ranch Siphon 1B, CIPPL SELECTION PROCESS:

The Vista Irrigation District will award the work to the contractor having the combination of price, qualifications, experience, and scheduling most advantageous to the District.

Submit your sealed written proposal by mail no later than 4:00 PM on Wednesday January 9, 2019 to Vista Irrigation District, 1391 Engineer Street, Vista, California 92081-8836; (Attn: Christina Moyer, Purchasing Agent).

QUESTIONS:

If you have any questions regarding the specifications, please do not hesitate to call. All questions must be directed to Mark Saltz, Water Resources Specialist at 760-597-3112 or via email at [email protected]. Your cooperation is greatly appreciated.

mailto:[email protected]


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ATTACHMENTS:

Number Description

1. Fee Response Sheet (1 page)

2. Cured-In-Place Pipe Specification (8 pages)

3. Siphon 1B- Schematic Drawing (2 pages)

4. Video Inspection Report (Video available from District upon request) (2 pages)

5. Sample-Vista Irrigation District Agreement For Services (28 pages)


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ATTACHMENT 1 FEE RESPONSE SHEET

Job Name: Warner Ranch – CIPP, Siphon 1B

Company Name:

Address: ______________________________________________

Date:

Representative Name:

E-mail address: _________________________________________

DIR Number: ___________________________________________

Total Costs: **including tax and labor**

Bidder proposes and agrees, if the proposal is accepted, that Bidder will execute a contract with the District in the form set forth in the contract documents and will accept in full payment thereof the following prices, given above.

Signature Date

*Please attach all supplemental documents to the Fee Response Sheet*


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ATTACHMENT 2 SCOPE OF WORK

CURED-IN-PLACE PIPE SPECIFICATION

PART 1 – GENERAL

1.1 DESCRIPTION

A. It is the intent of this specification to provide for the reconstruction or spot repair ofpipelines and conduits by the installation of a resin-impregnated flexible tube, which istightly formed to the original conduit. The resin is cured using either hot water underhydrostatic pressure or steam pressure within the tube. The Cured-In-Place Pipe (CIPP)will be continuous and tight fitting.

B. The proposed product shall meet the requirements of ANSI/NSF Standard 61 asevidenced by certification from NSF International or other body approved by theUSEPA.

1.2 RELATED WORK SPECIFIED ELSEWHERE (NOT USED)

1.3 REFERENCE STANDARDS

A. The publications listed below form part of this specification to the extent referenced andare referred to in the text by the basic designation only. Reference shall be made to thelatest edition of said standards unless called for otherwise.

ASTM D790 Test Methods for Flexural Properties of Unreinforced and Reinforced Plastics and Electrical Insulating Materials

ASTM D2990 Test Methods for Tensile, Compressive, and Flexural Creep and Creep-Rupture of Plastics

ASTM F1216 Rehabilitation of Existing Pipelines and Conduits by the Inversion and Curing of a Resin-Impregnated Tube

ASTM F1743 Rehabilitation of Existing Pipelines and Conduits by Pulled-in-Place Installation of Cured-in-Place Thermosetting Resin Pipe (CIPP)

1.4 MATERIAL MANUFACTURER AND CONTRACTOR REQUIREMENTS

A. The trenchless rehabilitation materials and CONTRACTOR must meet the followingcriteria:

1. Material manufacturer shall have a minimum of five successful installations of asimilar size and scope of work performed in the U.S. and documented to thesatisfaction of the Engineer.

2. CONTRACTOR must have had at least 5 (five) years active experience in similarinstallations. Acceptable documentation of these minimum installations must besubmitted to the Engineer. The project manager for the CONTRACTOR musthave a minimum of 2 years of CIPP installation experience and must be on-site atall times during the installation of the CIPP products.


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3. Rehabilitation materials submitted for approval must provide third party testresults supporting the structural performance (short-term and long-term) of theproduct and such data shall be satisfactory to the Engineer. No product will beapproved without independent third party testing verification.

4. The DISTRICT authorizes the use of proven materials that serve to enhance thepipe performance specified herein. Proven materials have passed independentlaboratory testing, not excluding long-term (10,000 hour) structural behaviortesting, and have been successfully installed to repair failing host pipes in theU.S. for at least 4 years. In addition to the aforementioned, the DISTRICT mayrequire that the CONTRACTOR demonstrate that the enhancements proposedexceed the specifications herein, prior to the installation of the enhanced materialsystems. This section in no way shall be interpreted as authorization to deviatefrom the minimum standard practices set forth herein.

B. Documentation for materials and CONTRACTOR shall be submitted in accordance withSection 01300 of the DISTRICT’S Standard Specifications, located on the DISTRICT’Sweb site at: https://www.vidwater.org/files/bb0ceda87/01300.pdf. Submittals shallinclude but not be limited to:

1. Cured-in-place pipe Liner

a. Installation procedures

b. Cleaning and CCTV procedures

c. CIPPL thickness calculations

d. Third party test results for flexural modulus, tensile strength, long term creep

2. End Seals

3. Proposed Testing Laboratory

PART 2 – PRODUCTS

2.1 CURED-IN PLACE PIPE

A. Cured-in-place pipe lining shall be provided in accordance with the 2015 StandardSpecification for Public Works Construction (SSPWC) section 500 except whereotherwise modified herein.

B. Finished cured-in-place pipe thickness shall be a minimum of 15.5 mm.

C. Design factors and thicknesses are shown below. Contractor shall submit test resultsdocumenting their proposed liner mechanical properties (flexural modulus, long termreduction in flexural modulus, flexural strength) and calculations per ASTM F1216confirming the required design thicknesses.

Design Condition Fully Deteriorated Depth to Top of Pipe 2ft min, 4ft max

https://www.vidwater.org/files/bb0ceda87/01300.pdf


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Live Load, psi 5.56 at min cover, 2.78 at max cover (H20) Depth to groundwater 0 ft (at ground surface) Vacuum Condition, Pv 3.9 psi Long Term Reduction factor 50% Modulus of Elasticity 250,000 psi

Flexural Strength 4,000 psi Ovality 2% Soil Density 125 lb/ft3 Soil Modulus 1000 psi Safety Factor 2 Enhancement Factor 7 Poisson’s Ratio 0.3 Design Pressure 10 psi Surge Pressure 0 psi

D. Contractor shall submit long term flexural creep data for their proposed resin for aminimum duration of 10,000 hours. Resin shall experience no more than 50% loss inflexural modulus.

2.2 RESIN

A. CIPP resin shall be Epoxy or vinyl-ester in accordance with SSPWC 500-1.4.

B. Contractor shall submit third party test results for the proposed resin indicating resinproperties are in accordance with SSPWC table 500-1.4.2 (A).

2.3 TESTING REQUIREMENTS

A. The CONTRACTOR shall submit test results from samples from field installations of thesame resin system and tube materials as proposed for the actual installation. These testresults must verify that the CIPP physical properties in accordance with table 500-1.4.2of the SSPWC were achieved in previous field applications. The Contractor will providethe District with laboratory test results from three separate samples by an approvedlaboratory.

2.4 ASSOCIATED WORK

A. The CONTRACTOR shall clean and remove all internal debris out of the line that willinterfere with the installation of CIPP.

B. The CONTRACTOR shall perform inspection of pipelines by experienced personneltrained in locating breaks, obstacles and service connections using close circuit television(CCTV) inspection techniques. The pipeline interior shall be carefully inspected todetermine the location of any conditions that may prevent proper installation of CIPP.These shall be noted and corrected. A video record and suitable written log for eachpipeline section shall be submitted to the Engineer prior to the installation of the CIPP.

C. The CONTRACTOR shall clear the line of obstructions that will prevent the insertion ofCIPP. If pre-installation inspection reveals an obstruction that will prevent the


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installation process, and it cannot be removed by conventional or remote cleaning equipment, the CONTRACTOR shall make a point repair excavation to uncover and remove or repair the obstruction. Such excavation shall be approved in writing by the Engineer prior to the commencement of the work and shall be considered as a separate pay item.

2.4 WARRANTY

A. The Contractor shall warrant the liner material and installation for a period of one (1)year. During the Contractor warranty period, any defect which may materially affect theintegrity, strength, function and/or operation of the pipe, shall be repaired at theContractor’s expense to the District’s satisfaction.

2.5 END SEALS

A. The end seals shall be a mechanical expansion type, constructed of Type 316 stainlesssteel and elastomeric seals. The seal shall be an EPDM rubber. The seal shall beclassified ANSI/NSF Standard 61. Provide WEKO-SEAL, or approved equal. Linershall be terminated three feet from siphon entry point to minimize direct exposure of UVlight to the installed liner.

PART 3 – EXECUTION

3.1 INSTALLATION

A. CIPP installation shall be in accordance with SSPWC Section 500 and ASTM F1216 orASTM F1743 with the following modifications:

1. The CONTRACTOR shall perform a video inspection using CCTV, prior to theinstallation of the CIPP. Any debris and/or obstructions shall be documented andremoved by the CONTRACTOR prior to the installation of the CIPP.

2. Resin Impregnation: The quantity of resin used for tube impregnation shall besufficient to fill the volume of air voids in the tube with additional allowances forpolymerization shrinkage and the potential loss of resin during installationthrough cracks and irregularities in the original pipe wall.

3. Tube Insertion: The wet out tube shall be positioned in the pipeline using eitherinversion or a pull-in method as defined within relevant ASTM standards andmanufacturer’s recommendations. If pulled into place, a power winch or itsequivalent should be utilized and care should be exercised not to damage the tubeas a result of pull-in friction. The tube should be pulled-in or inverted through anapproved access point and fully extend to the termination point. Liner shall beterminated three feet from siphon entry and exit points to minimize directexposure of UV light on the installed liner. Install WEKO seal on sound pipeand at least 6 inches from a joint.

4. Temperature gauges shall be placed between the tube and the host pipe’s invertposition at each end of the cured-in-place pipe length to monitor the temperatures


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during the cure cycle. A log of cure temperatures shall be kept and submitted to the District with as-built information.

5. Curing shall be accomplished by utilizing hot water under hydrostatic pressure orsteam pressure in accordance with the manufacturer’s recommended cureschedule. A cool-down process shall be conducted that complies with the resinmanufacturer’s specification. Temperature and curing data shall be monitoredand recorder during curing.

6. Test specimens should be made for every inversion and delivered to the Districtfor storage. The Contractor will provide laboratory test results to the District forthe test specimen. Testing shall be provided by the Contractor and shall beperformed by a District approved laboratory. Third party testing shall include achain of custody, paid for by the Contractor, that entails receipt of the test sampleat the jobsite at the time that the sample is made, and delivery of the sample tothe laboratory by the testing laboratory. Third party testing laboratory shall besubmitted on and approved during the liner submittal process.

B. Contractor shall submit a detailed installation plan describing all preparation work,cleaning operations, pre-CCTV inspections, installation procedure, method of curing,quality control, testing to be performed, final CCTV inspection, warrantees furnished andall else necessary and appropriate for a complete CIPP liner installation. A detailedinstallation schedule shall be prepared, submitted and conform to the requirements of thiscontract.

3.3 INSPECTION

A. CIPP samples shall be prepared for each installation. CIPP samples shall be restrainedsamples utilizing a pipe section of the same internal diameter as the host pipe. Samplesshall be circular. Clamshell samples shall not be permitted. Contractor shall submit onproposed sample method in accordance with this specification. Pipe physical propertieswill be tested in accordance with ASTM F1216 or ASTM F1743, Section 8, using eithermethod proposed. The flexural properties must meet or exceed the values listed in thisspecification, or Table 1 of ASTM F1216.

B. The minimum wall thickness at any point shall have a tolerance of ± 5%.

C. Visual inspection of the CIPP shall be in accordance with ASTM F1743, Section 8.6.

D. A hydrostatic pressure test shall be performed in accordance with Section 02610 of theDISTRICT’S Standard Specifications, located on the DISTRICT’S web site at:https://www.vidwater.org/files/f773e32bb/02610_2015-4_Pressure_Testing_of_Pipelines.pdf

Section 02610 of the DISTRICT’S Standard Specification shall be modified as follows:

1. Section 2.3- Non-potable local groundwater shall be allowed to be used for thepressure test.

https://www.vidwater.org/files/f773e32bb/02610_2015-4_Pressure_Testing_of_Pipelines.pdfhttps://www.vidwater.org/files/f773e32bb/02610_2015-4_Pressure_Testing_of_Pipelines.pdf


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2. Section 3.2- Flushing will not be required, however the section to be tested shallbe kept clean of any dirt and debris.

3. Section 3.3- Disinfection will not be required.

4. Section 3.6.B- The test pressure shall be 10psi at the highest point of the sectionbeing tested and the allowable leakage shall be zero.

In the event the liner does not meet the pressure test requirements, the Contractorshall be responsible for dewatering the line, making any necessary repairs and retesting. Pinhole leaks if any may be repaired via manned entry with the approved end seal epoxy material, or another material as recommended by the liner manufacturer and approved by the District.

E. The Contractor shall perform a post installation CCTV inspection in accordance withASTM standards of the CIPP liner. The finished liner shall be continuous over the entirelength of the installation and shall be free of significant visual defects, damage,deflection, holes, leaks and other defects. Unedited digital video documentation of theinspection shall be provided to the District within 10 days of the liner installation in aformat acceptable to the District. Prior to CCTV, the contractor is responsible forcleaning the line prior to inspection to prevent visual obstructions of any liner defects

F. The siphon shall be pumped clear of any standing water to provide continuous visibilityduring the inspection.

3.4 FINISH

A. Any defect, which will or could affect the structural integrity or strength of the linings,shall be repaired by the Contractor.

B. The beginning and end of the CIPP shall be sealed to the existing by installation of aWEKO seal. See 2.5 of this section.

C. If the wall of the CIPP leaks, it shall be repaired or removed and replaced with awatertight pipe as recommended by the manufacturer of the CIPP system.

3.5 NON-CONFORMING WORK

A. GENERAL - CIPP liner that fails to meet specification requirements in any respect, asdetermined by laboratory testing or visual inspection, will be rejected by the Engineer.When notified of rejected work by the Engineer, the Contractor shall either repair orremove and replace the defective work, or offer a credit to the Engineer as specified inthe following subsections. Any credits will be withheld from the next progress payment,the final payment, and/or the retention.

B. REPAIR OR REMOVE AND REPLACE - The Contractor shall develop remedialmethods for repair, or removal and replacement, of the rejected work and shall submit theproposed methods to the Engineer for review and approval. Remedial methods may


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include removal and replacement of the CIPP liner or another method approved in writing by the Engineer.

Upon notice of the Engineer's approval of the proposed remedial method or methods, the Contractor shall implement the approved methods to bring rejected work into compliance with specification requirements as directed by the Engineer. The Contractor shall bear the full expense of all remedial work and related testing.

C. CREDIT

1. General: The Contractor may offer a cost credit to the District for non-conforming work in accordance with the following subsections in lieu of repairor removal and replacement. The District is under no obligation to accept thecredit, and reserves the right to have the nonconforming work repaired orremoved and replaced.

2. Wrinkles Below Pipe Centerline: The Contractor may offer a credit to the Districtfor wrinkles in the installed CIPP liner that are below the pipe centerline. Thecredit shall apply along the entire length of a particular wrinkle. The credit shallbe determined as shown in the following table:

Height of Wrinkle Relative to Diameter of Pipe

Severity Credit

>0% to 2% (any direction) Minor 0.50 x (Contract Unit Price) >2% to 5% (any direction) Medium 0.75 x (Contract Unit Price) >5% to 8% (longitudinal) Severe 1.00 x (Contract Unit Price) >5% to 8% (transverse) Unacceptable N/A >8% (any direction) Unacceptable N/A

Wrinkle height and direction shall be estimated from the CCTV inspections, and the final determination of the severity and direction will be made by the Engineer.

3. Deficient Liner Thickness: The Contractor may offer a credit to the Owner forinstalled CIPP liner that is thinner than the specified thickness. Each reachcontaining deficient CIPP liner thickness shall have its own credit, and the creditshall apply along the entirety of each reach. The reaches shall be determined asshown on the profiles contained in the Plans.

For each reach containing deficient CIPP liner thickness, the thickness of theInstalled CIPP liner shall be determined as specified in this specification and thespecified thickness is shown on the profiles contained in the Plans. The creditshall be the greater of the credit calculated by the following formula, whencalculated for both the average and minimum required thicknesses:

No credit for deficient CIPP liner thickness will be accepted if the installed average thickness of the CIPP liner is less than 94% of the specified thickness of


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the CIPP liner. Where the CIPP liner average thickness is less than 94% of the specified thickness the Contractor shall cut and remove the liner and install a liner according to specification, or install a remedial liner. A remedial liner shall be as calculated by the Engineer to provide a factor of safety of 2 taking into account the installed thickness and flexural modulus of the deficient liner plus the additional thickness of the new liner.

When CIPP liners are installed with deficiencies in both thickness and flexural modulus, the liner shall be accepted at the discretion of the Engineer. In no case will a fully structural liner be accepted if the Engineer calculated factor of safety is less than 1.8. If the liner is accepted with an installed factor of safety greater than 2, the maximum credit shall be capped at 50% of the bid or change order cost.

4. Deficient Initial Flexural Modulus: The Contractor may offer a credit to theOwner for installed CIPP liner that has a lower initial flexural modulus than thespecified initial flexural modulus. Each reach containing deficient initial flexuralmodulus shall have its own credit, and the credit shall apply along the entirety ofeach reach. The reaches shall be determined as shown on the profiles containedin the Plans.

For each reach containing deficient initial flexural modulus, the initial flexuralmodulus of the installed CIPP liner shall be determined as specified in thisspecification section and calculated as the average flexural modulus inaccordance with ASTM D790. The credit shall be no less than the creditcalculated by the following formula:

No credit for deficient initial flexural modulus will be accepted if the installed initial flexural modulus of the CIPP liner is less than 81% of the specified initial flexural modulus of the CIPP liner.

When CIPP liners are installed with deficiencies in both thickness and flexural modulus, the liner may be accepted at the discretion of the Engineer. In no case will a fully structural liner be accepted if the Engineer calculated factor of safety is less than 1.8. If the liner is accepted with an installed factor of safety greater than 2, the maximum credit shall be capped at 50% of the bid or change order cost.

3.5 CLEAN-UP

A. Upon acceptance of the installation work and testing, the CONTRACTOR shall restorethe project area affected by the operations to a condition at least equal to that existingprior to the work.

**END OF SECTION**

Tel:Føx:

E-mall:

lnspection ReportSection No.

1

Surveyor's NameE. CORTEZ

Pipe Segment ReferenceP/O. No. WeatherDry

Date5t1512018

Date Cleaned Pre-CleaningHeavy Cleanlng

Sewer CategorySurvey Customer System OwnerCert¡f¡cate No.u-209{148

Street123

C¡ty

Loc. details

Location Code

WARNER RANCH '

SIPHON I B

CITY OF VISTA IRRIGATIONDISTRICT.

Easement/Rlght olway

Use of Sewer

Drainage Aree

Flow Control

Length surveyed

O4hor

178.17 lt

Upstream MH

Dowskeam MH

Dir. of Survey

Section Length

O+OO, fNLET TRANSITION

I+72,7, OUTLET V-DITCHUpstream178.17 tt

Purpose of Survey

Year Laid

Year Rehabilitated

Tape / Media No.

Malnlenance Rsláted

vtD_sc359218_051618

Joint Length

Dia./Heigttt

Material

Lining Method

24 lnch

Relnforced Concrete Plpe

Add. lnformation

1:448 Position Obselvation Photo

Downstream Manhole, Survey Begins

-72.71

Tap Factory Made Capped, at 12 o'clock, 6", within I inches of joint:YES

O+OO INLET TRANSITION1+72.7 OUTLET

V-DITCHS Zone 051518.JPG151 Obstacles Construction Debris, 5 96of cross sectional area, at 06

o'clock, Start

Deposits Attached Encrustation, 10 96of cross sectionel area, from 06to 08 o'clock, , within I inches of joint: YES

eeneral Photograph O+OO INLET TRANSITION1+72.7 OUTLEI

V-D|TCHS Zone 0515lB.JPG11 F'I

S2

F2

s3

s4

F4

Obstacles Construction Debris, 5 oóof cross sectional area, at 06o'clock, Finish

Crack Longitud¡nal, at 12 o'clock, within 8 inches of joint: YES, Start

Crack Longitudinal, at 12 o'clock, w¡thin 8 inches of joint: YES, Finish

Crack Longitud¡nel, at 06 o'clock, within I inches of joint: YES, Start

Crack Longitudinal, at 12 o'clock, within I inches of joint YES, Start

Crack Longitudinal, at 12 o'clock, within I inches of joint: YES, Finish

F3 Crack Longitudinal, at 06 o'clock, within 8 inches of joint: YES, Finish

Upskeam Manhole, Survey Ends

I ON

QSR QMR SPR MPR OPR SPRI MPRI OPRI

312C 2j200 I 4 19 2.26 2 2.17VID_SC359210-061518 ll Page: I

Page 1 of 2

ATTACHMENT 4

Tel:Fax:

Enall:

Zø tMain sectionsDate:

5t15t2018Project name

vtD_sc3E02l 6_051 51 8Project # Responsible

M.t.rlal m (m)l¡o, Stert MH End MH D6to sd Tcp. No.vlô sô350r46 Reinforcod Concr€l€ PiÞê 't78.17 178.171 O}OO / INLET 1+72.7 I OUTLEI 5n5no1a WARNER RANCH / SIPHON 18

All sections = 178.'17 ft 1178.17 ftl

VID_SC3602I8_051518,, Page:

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Page 1 of 28

ATTACHMENT 5 SAMPLE

AGREEMENT FOR SERVICES

AGREEMENT FOR SERVICES BETWEEN VISTA IRRIGATION DISTRICT AND

______________________________

This Agreement is made and entered into as of _____________, by and between the VISTA IRRIGATION DISTRICT, a special governmental district formed and operating under the Irrigation District Law, California Water Code Sections 20500, et seq. (hereinafter referred to as “DISTRICT”), and __________________, a ____________ [insert business structure, e.g., “a California corporation”] _______________ (hereinafter referred to as “CONTRACTOR”).

RECITALS

A. DISTRICT is conducting the ____________ project (“Project”) and is in need of thefollowing services in connection with the Project: __________________________ (the “Services”).

B. CONTRACTOR represents that it is duly licensed (where appropriate) and qualified toprovide the Services.

C. The purpose of this Agreement is to establish the terms and conditions under which theDISTRICT will retain CONTRACTOR to provide the Services described herein.

EXECUTORY AGREEMENTS

NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and terms set forth below, DISTRICT and CONTRACTOR hereby agree as follows:

SECTION ONE: CONTRACTOR SERVICES

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, CONTRACTOR shall provide the Services as described in the scope of work attached hereto as Exhibit “A” (“Scope of Services”). If this Agreement is for the provision of goods, supplies, equipment or personal property, the terms “Services” shall include the provision (and, if designated in the Scope of Services, the installation) of such goods, supplies, equipment or personal property.

1.2 Changes and Additions to Scope of Services. DISTRICT shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from the Services.

1.2.1 No such new or changed work shall be undertaken unless a written order is first given by DISTRICT to CONTRACTOR, incorporating therein any adjustment in (i) the Budget and Fee Schedule attached hereto as Exhibit “B,” and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the CONTRACTOR.


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1.2.2 It is expressly understood by CONTRACTOR that the provisions of this Section 1.2 shall not apply to Services specifically set forth in the Scope of Services or reasonably contemplated therein. CONTRACTOR hereby acknowledges that it accepts the risk that the Services to be provided pursuant to the Scope of Services may be more costly or time consuming than CONTRACTOR anticipates and that CONTRACTOR shall not be entitled to additional compensation therefor.

1.3 Standard of Performance. CONTRACTOR agrees that all Services shall be performed in a competent, professional, and satisfactory manner consistent with the generally accepted professional practices and principles prevalent in the industry for the provision of such Services; and all goods, materials, equipment or personal property included within the Services shall be of good quality, fit for the purpose intended.

1.4 Performance to Satisfaction of DISTRICT. CONTRACTOR shall perform all work and tasks comprising the Services to the satisfaction of DISTRICT within the time specified. If DISTRICT reasonably determines that any portion of the Services is not satisfactory, DISTRICT shall have the right to take appropriate action, including but not limited to: (a) meeting with CONTRACTOR to review the quality of the work and resolve matters of concern; (b) requiring CONTRACTOR to repeat unsatisfactory work at no additional charge until they are satisfactory; (c) suspending the delivery of work to CONTRACTOR for an indefinite time; (d) withholding payment; and (e) terminating this Agreement as hereinafter set forth.

1.5 Instructions from DISTRICT. In the performance of this Agreement, CONTRACTOR shall report to and receive instructions from DISTRICT’s Project Manager designated in Paragraph 1.6 below, or his or her designee. Services other than those specifically described in the Scope of Services shall not be performed without the prior written approval of the DISTRICT.

1.6 Project Management.

1.6.1 CONTRACTOR designates _____________________________ to serve as Project Manager and to provide supervision and have overall responsibility for this Agreement on behalf of CONTRACTOR. CONTRACTOR’s Project Manager shall not be removed or reassigned without the prior written approval of the DISTRICT.

1.6.2 DISTRICT designates ______________________ to serve as DISTRICT’s Project Manager to provide overall responsibility for this Agreement on behalf of DISTRICT.

1.7 Familiarity with Work. By executing this Agreement, CONTRACTOR warrants that CONTRACTOR (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands thefacilities, difficulties, and restrictions attending performance of the Services under the Agreement. If theServices involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or willinvestigate the site and is or will be fully acquainted with the conditions there existing, prior tocommencement of Services hereunder. Should the CONTRACTOR discover any conditions, includingany latent or unknown conditions, which will materially affect the performance of the Services hereunder,CONTRACTOR shall immediately inform the DISTRICT of such fact and shall not proceed except atCONTRACTOR’s risk until written instructions are received from the DISTRICT’s Project Manager.

1.8 Prohibition Against Subcontracting or Assignment. CONTRACTOR shall not contract with any other entity to perform in whole or in part any of the Services required hereunder without the prior express written approval of DISTRICT. In addition, neither the Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior express written approval of DISTRICT.


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1.8.1 In the event of any unapproved transfer, including any bankruptcy proceeding, DISTRICT may, in its sole and absolute discretion, void the Agreement.

1.8.2 If CONTRACTOR subcontracts any of the Services to be performed under this Agreement as permitted under this Agreement, CONTRACTOR shall be as fully responsible to the DISTRICT for the acts and omissions of CONTRACTOR’s subcontractor and of the persons employed by the subcontractor, as CONTRACTOR is for the acts and omissions of persons directly employed by CONTRACTOR. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor of CONTRACTOR and the DISTRICT. CONTRACTOR shall bind every subcontractor and every subcontractor of a subcontractor to the terms of this Agreement applicable to CONTRACTOR’s work unless specifically set forth to the contrary in the subcontract in question and approved in writing by the DISTRICT. It shall be the CONTRACTOR’s responsibility to confirm that each subcontractor meets the minimum insurance requirements specified below.

1.8.3 No approved subcontract or transfer shall release any surety of CONTRACTOR of any liability hereunder without the prior express written consent of DISTRICT.

1.8.4 Nothing contained herein shall prevent CONTRACTOR from employing individuals as CONTRACTOR may deem appropriate to assist in the performance of Services under this Agreement.

1.9 Records and Reports. Upon request by DISTRICT, CONTRACTOR shall prepare and submit to DISTRICT any reports concerning CONTRACTOR’s performance of the Services rendered under this Agreement. DISTRICT shall have access, upon reasonable notice, to the books and records of CONTRACTOR related to CONTRACTOR’s performance of this Agreement. All drawings, documents, and other materials prepared by CONTRACTOR in the performance of this Agreement (a) shall be the property of DISTRICT and shall be delivered at no cost to DISTRICT upon request of DISTRICT or upon the termination of this Agreement, and (b) are confidential and shall not be made available to any individual or entity without the prior written approval of DISTRICT. CONTRACTOR shall keep and maintain all records and reports related to this Agreement for a period of three (3) years following termination of this Agreement, and DISTRICT shall have access to such records at any time during normal business hours upon 48 hours’ notice.

1.10 Facilities and Equipment. Except as otherwise provided, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. In no event shall DISTRICT be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and copying facilities.

SECTION TWO: TERM AND TIME OF PERFORMANCE

2.1 Term of Agreement. Unless terminated earlier as set forth in this Agreement, the Services shall commence on __________________ (“Commencement Date”) and the term of this Agreement shall continue through its expiration on _______________.

2.1.1 The time provided to CONTRACTOR to complete the Services required by this Agreement shall not affect DISTRICT’s right to terminate this Agreement, as provided for in Section 6.

2.1.2 DISTRICT shall have the option to renew this Agreement for a maximum of two (2) additional one-year term periods under the terms and conditions in effect at the end of the initial term or any extended term (each, an “Option Period”). To exercise the option, DISTRICT shall give notice to CONTRACTOR not more than 90 days nor fewer than 60 days prior to the end of the initial term or first


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Option Period. The price(s) for the Services during the Option Period shall be the same as the price(s) for the Services during the previous term unless, not more than 120 days nor fewer than 90 days prior to the end of the term, CONTRACTOR provides written notice to DISTRICT of the new price(s) for the Services during the Option Period.

2.2 Time for Performance; Force Majeure. CONTRACTOR shall perform the Services in a prompt and timely manner in accordance with the activity schedule shown in Exhibit “C.” The time period specified in the activity schedule or this Agreement for performance of Services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of DISTRICT or CONTRACTOR, including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation and/or acts of any governmental agency, including DISTRICT, if the party seeking the delay shall within ten (10) days of the commencement of such delay notify the other party in writing of the causes of the delay.

2.2.1 If CONTRACTOR is the party seeking the delay, DISTRICT shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of DISTRICT such delay is justified. DISTRICT’s determination shall be final and conclusive upon the parties to this Agreement.

2.2.2 In no event shall CONTRACTOR be entitled to recover damages against DISTRICT for any delay in the performance of this Agreement, however caused. CONTRACTOR’s sole remedy shall be extension of this Agreement pursuant to this Paragraph 2.2.

SECTION THREE: COMPENSATION AND PAYMENT

3.1 Compensation. CONTRACTOR shall be compensated in accordance with the terms of the Budget and Fee Schedule attached hereto as Exhibit “B.” Included in the Budget are all ordinary and overhead expenses incurred by CONTRACTOR and its agents and employees, including meetings with DISTRICT representatives, and incidental costs incurred in performing the Services under this Agreement. Unless otherwise specified in the Budget and Fee Schedule, DISTRICT shall compensate CONTRACTOR on a time-and-materials basis at the rates listed in Exhibit “B.”

3.2 Payment. CONTRACTOR shall submit itemized monthly statements for Services rendered under this Agreement. Each monthly statement shall reference this Agreement, the Work Order number (if applicable), the date and description of Services performed, and the amount invoiced. DISTRICT shall pay the statements within thirty (30) days of receipt. Payments shall be subject to review for compliance by the DISTRICT with the requirements of this Agreement, and shall be subject to a final audit upon completion of all Services. No other compensation will be paid except for work in accordance with Paragraph 1.2 above.

3.2.1 Total Payment. DISTRICT shall not, absent prior written approval, pay any additional sum for any expense or cost incurred by CONTRACTOR in rendering the Services pursuant to this Agreement. DISTRICT shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall CONTRACTOR submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.

3.2.2 Hourly Fees. Fees for the Services performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit B.


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3.2.3 Reimbursable Expenses. Unless otherwise set forth in Exhibit B, reimbursable expenses of CONTRACTOR are included within, and count against, any maximum amount specified in Exhibit B of this Agreement.

3.2.4 Payment of Taxes. CONTRACTOR is solely responsible for the payment of employment taxes incurred under this Agreement, and for the payment of any applicable federal, state or local taxes arising as a result of the performance of this Agreement.

3.2.5 Payment upon Termination. In the event that DISTRICT or CONTRACTOR terminates this Agreement pursuant to Section 6, DISTRICT shall compensate CONTRACTOR for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. CONTRACTOR shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

3.3 Retention of Funds. CONTRACTOR hereby authorizes DISTRICT to deduct from any amount payable to CONTRACTOR (whether arising out of this Agreement or otherwise) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate DISTRICT for any losses, costs, liabilities, or damages suffered by DISTRICT in connection with this Agreement or the activities of CONTRACTOR hereunder, and all amounts for which DISTRICT may be liable to third parties by reason of CONTRACTOR’s negligent acts, errors, or omissions, or willful misconduct, in performing or failing to perform CONTRACTOR’s obligations under this Agreement. DISTRICT in its sole and absolute discretion may withhold from any payment due CONTRACTOR, without liability for interest, an amount sufficient to cover such claim or any resulting lien. The failure of DISTRICT to exercise such right to deduct or withhold shall not act as a waiver of CONTRACTOR’s obligation to pay DISTRICT any sums CONTRACTOR owes DISTRICT.

SECTION FOUR: INSURANCE AND INDEMNITY

4.1 Insurance. CONTRACTOR shall carry all insurance required by Federal, State, County and local laws. CONTRACTOR shall procure and maintain, during the life of the Agreement, adequate worker’s compensation, public liability, professional liability (where applicable) and property damage insurance. The specific requirements for insurance as set forth in this article shall be considered minimum requirements. CONTRACTOR shall procure and maintain, during the life of this Agreement, such commercial general liability and automobile liability insurance necessary to protect CONTRACTOR and DISTRICT from all claims for bodily injury, including accidental death and property damage claims arising from operations under this Agreement. DISTRICT shall be named as additional primary insured on CONTRACTOR’s policy without offset against CONTRACTOR’s existing insurance and the certificate of insurance shall include reference to such provisions.

4.1.1 Minimum Scope of Insurance. Coverage shall be at least as broad as:

(a) Insurance Services Office Commercial General Liability coverage(occurrence form CG 0001).

[(b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).]

(c) Workers’ Compensation insurance as required by the State of Californiaand Employer’s Liability Insurance.

4.1.2 Minimum Limits of Insurance. CONTRACTOR shall maintain limits no less than:


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(a) General Liability: $1,000,000 per occurrence for bodily injury, personalinjury and property damage. If Commercial General Liability Insurance or other form with a general and products-completed operations aggregate limit is used, either the general and products-completed operations aggregate limit shall apply separately to this project/location or the general and products-completed operations aggregate limit shall be twice the required occurrence limit.

(b) Automobile Liability: Insurance Services Office (ISO) Business AutoCoverage (Form CA 00 01), covering (any auto) or if CONTRACTOR has no owned autos, (hired) and (non-owned) with limit on $1,000,000 for bodily injury and property damage each accident.

(c) Workers’ Compensation: California Statutory Workers’ CompensationInsurance and Employer’s Liability Insurance shall be provided as required by law, with limits of not less than $1,000,000 per accident or bodily injury, and $1,000,000 per disease per employee. In the alternative, CONTRACTOR may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the DISTRICT.

Waiver of Subrogation: The CONTRACTOR agrees to waive all rights of subrogation against DISTRICT, its elected or appointed officers, officials, agents, authorized volunteers and employees for losses paid under the terms of this policy which arise from work performed by CONTRACTOR for DISTRICT; but this provision applies regardless of whether or not DISTRICT has received a waiver of subrogation from CONTRACTOR.

4.1.3 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by DISTRICT. At the option of DISTRICT, either:

(a) The insurer shall reduce or eliminate such deductibles or self-insuredretentions as respects DISTRICT, its officers, officials, employees and authorized volunteers; or

(b) CONTRACTOR shall provide a financial guarantee satisfactory toDISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4.1.4 Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

(a) DISTRICT, its directors, officers, employees, and authorized volunteers areto be covered as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of CONTRACTOR; and with respect to liability arising out of work or operations performed by or on behalf of CONTRACTOR including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to CONTRACTOR’s insurance using ISO endorsement CG2010, CG2037, or equivalent, or as a separate owner’s policy.

(b) For any claims related to this Project, CONTRACTOR’s insurancecoverage shall be primary insurance as respects DISTRICT, its directors, officers, employees, and authorized volunteers. Any insurance or self-insurance maintained by DISTRICT, its directors, officers, employees, or authorized volunteers shall be excess of CONTRACTOR’s insurance and shall not contribute within.


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(c) Each insurance policy required by this clause shall be endorsed to statethat coverage shall not be canceled by either party, except after thirty (30) days prior written notice by mail, has been given to DISTRICT, except for non-payment of premium for which ten (10) days prior notice will be given. For purposes of this notice requirement, any adverse material change in the policy prior to its expiration shall be considered a cancellation. CONTRACTOR shall, upon demand of the DISTRICT, deliver to the DISTRICT all such policy or policies of insurance and the receipts for payment of premiums thereon.

4.1.5 Acceptability of Insurers. To be acceptable, insurers must be admitted carriers in the State of California and maintain an A.M. Best rating of no less than A minus: VII, or equivalent, unless otherwise approved by the District General Manager.

4.1.6 Verification of Coverage. CONTRACTOR shall furnish DISTRICT with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the standard ACORD insurance form or on another form approved by DISTRICT, provided those endorsements or policies conform to the requirements. All certificates and endorsements are to be received and approved by the DISTRICT before work commences. DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

4.2 Indemnity. The parties mutually acknowledge that DISTRICT has retained CONTRACTOR to perform the Services set forth in this Agreement based upon the special skills, expertise and experience of CONTRACTOR. Accordingly, in performing the Services under this Agreement, CONTRACTOR shall use the skill and care that are consistent with generally accepted professional or industry standards. Further, the parties mutually agree that, to the extent that CONTRACTOR retains subconsultants or subcontractors to perform any portion of any of the tasks or Services under this Agreement, CONTRACTOR has a duty to DISTRICT to ensure that the tasks and Services performed by such subconsultants or subcontractors meet the same professional level, skill and expertise expected of CONTRACTOR.

4.2.1 Except as set forth in subdivision 4.2.2, CONTRACTOR shall indemnify, defend (with legal counsel acceptable to DISTRICT) and hold harmless DISTRICT and the DISTRICT personnel from and against any and all actions, suits, claims, demands, judgments, attorneys fees, costs, damages to persons or property, losses, penalties, obligations, expenses or liabilities (“Claims”) that may be asserted or claimed by any person or entity arising out of CONTRACTOR’s performance of any tasks or Services for or on behalf of DISTRICT, whether or not there is concurrent negligence on the part of DISTRICT and/or any DISTRICT personnel, but excluding any Claims arising from the active negligence or willful misconduct of DISTRICT or any DISTRICT personnel where the active negligence or willful misconduct is determined to be the actual and proximate cause of the alleged injury.

4.2.2 The provisions of this subdivision 4.2.2 shall apply only in the event that CONTRACTOR is a “design professional” within the meaning of California Civil Code section 2782.8(b). If CONTRACTOR is a “design professional” within the meaning of Section 2782.8(b), then, notwithstanding subdivision 4.2.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), CONTRACTOR shall defend (with legal counsel reasonably acceptable to DISTRICT), indemnify and hold harmless DISTRICT and DISTRICT personnel from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of CONTRACTOR, any subcontractor, subconsultant or any other person directly or indirectly employed by them, or any person that any of them control, arising out of CONTRACTOR’s performance of any task or service for or on behalf of DISTRICT under this Agreement. Such obligations to defend, hold harmless and indemnify DISTRICT or any DISTRICT personnel shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of


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DISTRICT or such DISTRICT personnel. To the extent CONTRACTOR has a duty to indemnify DISTRICT or any DISTRICT personnel under this subdivision 4.2.2, CONTRACTOR shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from CONTRACTOR’s negligence, recklessness or willful misconduct.

SECTION FIVE: LEGAL RELATIONS AND RESPONSIBILITIES

5.1 Compliance with Laws. CONTRACTOR shall keep itself fully informed of all existing and future State and Federal laws and all county, municipal and DISTRICT ordinances and regulations which in any manner affect those employed by it or in any way affect the performance of the Services pursuant to this Agreement. CONTRACTOR shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work performed by or on behalf of CONTRACTOR. CONTRACTOR shall cause all completed deliverables required under this Agreement to conform to all applicable Federal, State and local legal requirements. When applicable, CONTRACTOR shall not pay less than the prevailing wage, which rate is determined by the Director of Industrial Relations of the State of California.

5.2 Public Works Projects. If this Agreement is for the construction of a public work, or if the Services involve construction or the construction trades, CONTRACTOR shall comply with all of provisions in: (a) the accompanying Contract Documents and Specifications (if any), (b) the “Public Works Provisions” attached hereto as Exhibit “D,” and (c) the “State-Mandated Contract Provisions” attached hereto as Exhibit “E,” all of which provisions are incorporated herein by this reference.

5.2.1 If the Project exceeds $25,000, CONTRACTOR shall be required a the time of execution of this Agreement to furnish a Labor and Material Bond in the form attached hereto as Exhibit “F,” and in an amount not less than one hundred percent (100%) of the total amount payable pursuant to the Agreement.

5.2.2 If the Project exceeds $60,000, CONTRACTOR shall, in addition to the bond required by Paragraph 5.2.1, be required a the time of execution of this Agreement to furnish a Faithful Performance Bond in the form attached hereto as Exhibit “G,” and in an amount not less than one hundred percent (100%) of the total amount payable pursuant to the Agreement.

5.3 Licenses, Permits, Fees and Assessments. CONTRACTOR shall obtain at its sole cost and expense all licenses, permits, and approvals that may be required by law for the performance of the Services required by this Agreement. CONTRACTOR shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for CONTRACTOR’s performance of any work required by this Agreement, and shall indemnify, defend, and hold harmless DISTRICT against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against DISTRICT thereunder.

5.4 CONTRACTOR as Independent Contractor. CONTRACTOR shall perform the Services and all work required herein as an independent contractor of DISTRICT and shall remain at all times as to DISTRICT a wholly independent contractor. DISTRICT shall not in any way or for any purpose become or be deemed to be a partner of CONTRACTOR in its business or otherwise, or a joint venturer, or a member of any joint enterprise with CONTRACTOR. CONTRACTOR shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of DISTRICT. CONTRACTOR shall be under the control of DISTRICT as to the result to be accomplished but not the means; provided, however, that CONTRACTOR shall consult with DISTRICT as provided in the Scope of Work. Neither CONTRACTOR nor any of CONTRACTOR’s employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or other fringe benefits from the DISTRICT; and neither CONTRACTOR nor any of its employees shall be paid by DISTRICT time and one-half for


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working in excess of forty (40) hours in any one week. DISTRICT is under no obligation to withhold State and Federal tax deductions from CONTRACTOR’s compensation. Neither CONTRACTOR nor any of CONTRACTOR’s employees shall be included in the competitive service, have any property right to any position, or any of the rights an employee may have in the event of termination of this Agreement.

5.5 Ownership of Data, Reports and Documents. Any and all work performed by or work product prepared or generated by CONTRACTOR under this Agreement shall be the property of DISTRICT. The CONTRACTOR shall deliver to DISTRICT’s Project Manager, at the end of the Project, notes and surveys made, all reports of tests made, studies, reports, plans, a copy of electronic and digital files, and other materials and documents which shall be the property of DISTRICT. The CONTRACTOR is not responsible to third parties for DISTRICT’s use of data, reports and documents on other projects. DISTRICT may use or reuse the materials prepared by CONTRACTOR in any manner desired without additional compensation to CONTRACTOR.

5.6 Intellectual Property and Proprietary Information.

5.6.1 Proprietary Information. All proprietary information developed specifically for DISTRICT by CONTRACTOR in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, but not including CONTRACTOR’s underlying materials, software, or know-how, shall be the sole and exclusive property of DISTRICT, and are confidential and shall not be made available to any person or entity without the prior written approval of DISTRICT. CONTRACTOR agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of CONTRACTOR’s Services under this Agreement. CONTRACTOR further understands and agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of Services by CONTRACTOR under this Agreement shall be made to DISTRICT, and that CONTRACTOR shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by DISTRICT.

5.6.2 Reproduction Rights. Any and all patents and copyrights that arise from the Services or the creation of work in carrying out this Agreement shall be vested in DISTRICT, and CONTRACTOR hereby agrees to relinquish all claims to such copyrights in favor of DISTRICT.

5.6.3 Use of Patented Materials. CONTRACTOR shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the Services performed by CONTRACTOR under this Agreement. CONTRACTOR shall indemnify, defend, and save DISTRICT harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials.

5.7 Covenant Against Discrimination. Contractors and consultants doing business with DISTRICT are expected to be equal opportunity employers who achieve or attempt to achieve parity in the representation of women and minorities in their work force. In this regard:

5.7.1 CONTRACTOR covenants on behalf of itself and its employees, officers, agents, representatives and subcontractors that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement.

5.7.2 CONTRACTOR shall ensure equal employment opportunity for all persons, regardless of race, color, religion, sex, creed, national origin, ancestry, age, medical condition, sexual


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orientation, physical or mental disability, Vietnam-era veteran or special disabled veteran status, marital status or citizenship, within the limits imposed by law. These principles are to be applied by CONTRACTOR in all employment practices including recruiting, hiring, transfers, promotions, training, compensation, benefits, layoffs, and terminations.

5.7.3 CONTRACTOR shall comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans and Disabilities Act of 1990 (42 U.S.C. §12101 et seq.), as the same may be amended from time to time, and any other applicable Federal and State laws and regulations hereinafter enacted.

5.8 Compliance with California Unemployment Insurance Code Section 1088.8. If CONTRACTOR is a sole proprietor, then prior to signing the Agreement, CONTRACTOR shall provide to DISTRICT a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification. CONTRACTOR understands that pursuant to California Unemployment Insurance Code section 1088.8, DISTRICT will report the information from Form W-9 to the State of California Employment Development Department, and that the information may be used for the purposes of establishing, modifying, or enforcing child support obligations, including collections, or reported to the Franchise Tax Board for tax enforcement purposes.

5.9 Conflicts of Interest Prohibited.

5.9.1 No officer, official, employee, agent, representative or volunteer of DISTRICT shall have any financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this Agreement which affects his or her financial interest or the financial interest of any corporation, partnership, or association in which he or she is interested, in violation of any Federal, State or DISTRICT statute, ordinance, or regulation. CONTRACTOR shall not employ any such person while this Agreement is in effect.

5.9.2 CONTRACTOR shall file a Conflict of Interest Statement with the Secretary of the Board of Directors if that is required by DISTRICT’s Conflict of Interest Code. CONTRACTOR is responsible for compliance with any applicable financial disclosure requirements. CONTRACTOR shall not make or participate in making or in any way attempt to use CONTRACTOR’s position to influence a governmental decision in which CONTRACTOR knows or has reason to know CONTRACTOR has a financial interest other than the compensation promised by this agreement. CONTRACTOR represents that CONTRACTOR has diligently conducted a search and inventory of CONTRACTOR’s economic interests, as defined in the regulations promulgated by the Fair Political Practices Commission, and has determined that CONTRACTOR does not, to the best of CONTRACTOR’s knowledge, have an economic interest which would conflict with CONTRACTOR’s duties under this agreement. CONTRACTOR will not have such interest during the term of this agreement. CONTRACTOR will immediately advise DISTRICT’s Project Manager if CONTRACTOR learns of an economic interest of CONTRACTOR’s during the term of this Agreement.

5.10 Covenant Against Contingent Fee. CONTRACTOR covenants that neither it nor any of its officers, employees, agents or representatives has employed or retained any company or person, other than a bona fide employee working for CONTRACTOR, to solicit or secure this Agreement. CONTRACTOR further covenants that neither it nor any of its officers, employees, agents or representatives has paid or agreed to pay any company or person, other than a bona fide employee of CONTRACTOR, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this provision, DISTRICT shall have the right to annul this Agreement without liability, or, at its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee.


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5.11 Unauthorized Use of DISTRICT’s Name. Except as required by law or with the prior written consent of DISTRICT (which consent may be withheld in DISTRICT’s sole and absolute discretion), CONTRACTOR shall not use DISTRICT’s name, seal or logo on marketing materials, nor shall CONTRACTOR state, imply or in any way represent to any third party that DISTRICT has endorsed or approved CONTRACTOR or any of its Services or products.

5.12 No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended, or shall be construed, to confer upon or give any person or entity other than DISTRICT and CONTRACTOR any rights or remedies under or by reason of this Agreement. There are no third party beneficiaries to this Agreement or the Services and work performed hereunder.

SECTION SIX: TERMINATION AND DEFAULT

6.1 Termination by DISTRICT. DISTRICT reserves the right to terminate this Agreement at any time, with or without cause, upon ten (10) days written notice to CONTRACTOR. Upon receipt of any notice of termination from DISTRICT, CONTRACTOR shall immediately cease all work on the Services hereunder except such as may be specifically approved in writing by DISTRICT.

6.1.1 CONTRACTOR shall be entitled to compensation for all work performed and Services rendered prior to receipt of DISTRICT’s notice of termination and for any portion of the Services authorized in writing by DISTRICT thereafter. If termination occurs prior to completion of any portion of the Services for which a payment request has not been received, compensation for such performed but un-invoiced portion of the Services shall be based upon an amount mutually agreed to by DISTRICT and CONTRACTOR. If, at the time of termination further compensation is due CONTRACTOR, CONTRACTOR shall not be entitled to such compensation until all reports, documentation and other work product to be delivered to DISTRICT are delivered to DISTRICT.

6.1.2 If termination is due to the failure of CONTRACTOR to fulfill its obligations under this Agreement, DISTRICT may take over the work and prosecute the same to completion by contract or otherwise, and CONTRACTOR shall be liable to the extent that the total cost for completion of the Services required hereunder, including costs incurred by DISTRICT in retaining a replacement CONTRACTOR and similar expenses, exceeds the Budget.

6.2 Right to Stop Work; Termination by CONTRACTOR. CONTRACTOR shall have the right to stop work only if DISTRICT fails to timely make a payment required under the terms of the Budget. CONTRACTOR may terminate this Agreement only in the event of a substantial failure by DISTRICT to perform in accordance with the terms of this Agreement through no fault of CONTRACTOR, and upon thirty (30) days prior written notice to DISTRICT. CONTRACTOR shall immediately cease all Services hereunder as of the date CONTRACTOR’s notice of termination is sent to DISTRICT, except such work or portion of the Services as may be specifically approved in writing by DISTRICT. CONTRACTOR shall be entitled to compensation for all Services rendered prior to the date notice of termination is sent to DISTRICT and for any work authorized in writing by DISTRICT thereafter. If CONTRACTOR terminates this Agreement because of an error, omission, or a fault of CONTRACTOR, or CONTRACTOR’s willful misconduct, the terms of Paragraph 6.1.2 relating to DISTRICT’s right to take over and finish the work and CONTRACTOR’s liability therefore shall apply.

6.3 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing.


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6.4 Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

6.5 Attorneys’ Fees. In any action between the parties hereto seeking enforcement of any of the terms or provisions of this Agreement or in connection with the performance of the work hereunder, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to have and recover from the other party its reasonable costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees and courts costs. If either party to this Agreement is required to initiate or defend litigation with a third party because of the violation of any term or provision of this Agreement by the other party, then the party so litigating shall be entitled to its reasonable attorney’s fees and costs from the other party to this Agreement.

SECTION SEVEN: MISCELLANEOUS

7.1 Notices. Unless otherwise provided herein, all notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, by reputable document delivery service that provides a receipt showing date and time of delivery, or by facsimile or e-mail provided that the facsimile or e-mail system produces a report showing the date and time of delivery. Notices personally delivered, delivered by a document delivery service, or delivered by facsimile or email, shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second calendar day following dispatch. Notices shall be addressed as follows:

To DISTRICT: Vista Irrigation District 1391 Engineer Street Vista, CA 92081-8840 Attn: _________________ Telephone: ____________ FAX: ________________ Email: ________________

To CONTRACTOR: ______________________ ______________________ ______________________ Attn: _________________ Telephone: ____________ FAX: ________________ Email: ________________

Changes in the address to be used for receipt of notices shall be effected in accordance with this Section 7.1.

7.2 Construction and Amendment. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties by an instrument in writing.


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7.3 Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this agreement, the action shall be brought in a state or federal court situated in the County of San Diego, State of California.

7.4 Severability. Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force.

7.5 Authority. The person(s) executing this Agreement on behalf of the parties hereto warrant that (a) such party is duly organized and existing, (b) they are duly authorized to execute and deliver this Agreement on behalf of said party, (c) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (d) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

7.6 Successors. Subject to Paragraph 1.8 above, all of the terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective successors and assigns.

7.7 Integrated Agreement. This Agreement represents the entire understanding of DISTRICT and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements or understandings, if any, between the parties, and none shall be used to interpret this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.

VISTA IRRIGATION DISTRICT

By: Brett Hodgkiss, General Manager

Date:

CONTRACTOR

Tax I.D. Number:

Contractor License Number:

DIR Number:

By: Signature:

Date:

Name:


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Title:

E-mail:

EXHIBIT A

SCOPE OF WORK


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EXHIBIT B

BUDGET AND FEE SCHEDULE


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EXHIBIT C

ACTIVITY SCHEDULE


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EXHIBIT D

PUBLIC WORKS PROVISIONS

If the Agreement is for the construction of a public work, or if the Services involve construction or the construction trades, the CONTRACTOR shall comply with all of the following provisions. CONTRACTOR hereby expressly acknowledges and agrees that the DISTRICT has never previously affirmatively represented to CONTRACTOR, its employees or agents in writing or otherwise that the work to be covered under this AGREEMENT is not a “public work,” as defined in Section 1720 of the Labor Code. It is agreed by the parties that, in connection with the development, construction (as defined by applicable law) and operation of the Project, including, without limitation, any public work (as defined by applicable law), if any, CONTRACTOR shall bear all risks of payment or non-payment of state and/or federal prevailing wages and/or the implementation of Chapter 804, Statutes of 2003 and/or Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, the DISTRICT will enforce all penalties required by law for CONTRACTOR’s failure to pay prevailing wages.

1. Labor Code of California. The CONTRACTOR's attention is directed to Division 2, Part7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.

a. In accordance with Section 1773 of the Labor Code, the Board of Directors ofDISTRICT has found and determined the general prevailing rates of wages in the locality in which the public Work is to be performed are those contained in that certain document entitled PREVAILING WAGE SCALE, copies of which are maintained at the DISTRICT's principal office, and are available to any interested party on request. CONTRACTOR shall post a copy of said document at each job site.

b. In accordance with Section 1773.8 of the Labor Code the CONTRACTOR shallpay travel and subsistence payments to each worker needed to execute the Work, as such travel and subsistence payments are defined in the applicable collective bargaining assurances filed with the Department of Industrial Relations.

c. The CONTRACTOR is aware of and will comply with the provisions of LaborCode Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said section. In accordance with Labor Code Section 1771.4, the CONTRACTOR shall furnish the records specified in Labor Code Section 1776 directly to the California Labor Commissioner at least monthly (or more frequently if specified in the Special Provisions) in a format prescribed by the Labor Commissioner. The CONTRACTOR shall also submit certified payrolls to the Engineer, including certified payrolls for all subcontractors, at any tier, performing work on the site, regardless of the dollar amount or type of subcontract, if required by the Special Provisions.

d. Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hourslabor constitutes a legal day's work hereunder.

e. Pursuant to Labor Code Section 1813, it is stipulated hereby that theCONTRACTOR shall, as a penalty to the DISTRICT, forfeit $25 for each worker employed in the execution of this Contract by the CONTRACTOR or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.

f. The CONTRACTOR is aware of and will comply with the provisions of LaborCode Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section


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1777.5 it is hereby stipulated that the CONTRACTOR will be responsible for obtaining compliance therewith on the part of any and all subcontractors employed by him or her in connection with this Contract.

g. Pursuant to Labor Code Section 1775, it is hereby stipulated that theCONTRACTOR shall, as a penalty to DISTRICT, forfeit not more than $50 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of the Department of Industrial Relations for the work or craft in which the worker is employed for the Work under the contract by CONTRACTOR or by any subcontractor under the CONTRACTOR. The CONTRACTOR shall be responsible to ensure that all contracts executed between the CONTRACTOR and the subcontractor for the performance of Work on the project shall include a copy of the provisions of Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.

h. Pursuant to Labor Code Section 1771.4, the performance of the Work is subjectto compliance monitoring by and enforcement by the California Department of Industrial Relations, and the CONTRACTOR shall post job site notices, as prescribed by regulation.

2. License Classification of Contractors. Before executing this Agreement, CONTRACTOR shall be licensed in accordance with the provisions of Chapter 9, Division 3 of the Business and Professions Code of the State of California and the CONTRACTOR shall at all times be in compliance with Section 3300 of the California Public Contract Code and Section 7059 of the California Business and Professions Code.

3. Registration of Contractors. Before executing this Agreement, CONTRACTOR and allsubcontractors performing Services under this Agreement, shall be registered and qualified to perform public work pursuant to Labor Code Section 1725.5.

4. Compliance with IRCA. The CONTRACTOR shall at all times during the performanceof the Work be in full compliance with the provisions of the Immigration Reform and Control Act of 1986 ("IRCA") in the hiring of its employees, and the CONTRACTOR shall indemnify, hold harmless and defend the DISTRICT from and against any and all actions, proceedings, penalties or claims arising out of the CONTRACTOR's failure to comply strictly with the IRCA.

5. Equal Opportunity. During the performance of this Contract, the CONTRACTOR shallnot discriminate against any employee

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