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MAINTENANCE AGREEMENT
Hydrologic, Inc.
THIS AGREEMENT is made this day of , 2025, by the CITY OF GARDEN GROVE , a municipal corporation ("CITY") and Hydrologic, Inc. (“CONTRACTOR”).
RECITALS
The following recitals are a substantive part of this Agreement:
1. This Agreement is entered into pursuant to Garden Grove Council approval dated ______.
2. CITY desires to utilize the services of CONTRACTOR to Provide all material, parts and labor for zero-discharge flushing services for the West Area of City’s Water Distribution System.
3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination . The term of the Agreement shall be for period of 180 calendar days from full execution of the agreement or completion of the project whichever occurs first. This agreement may be terminated by the CITY without cause. In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with Proposal (Attachment “A”). Contractor is required to present evidence to support performed work completion.
2. Services to be Provided. The services to be performed by CONTRACTOR shall consist of tasks as set forth in the Proposal (Attachment ”A”), which is attached and is incorporated herein by reference. The Proposal and this Agreement do not guarantee any specific amount of work.
3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 AMOUNT. Compensation under this agreement shall be the Not To Exceed (NTE) amount of Two Hundred Twen ty-Four Thousand Seven Hundred Forty-Two and 08/100 Dollars ($224,742.08) payable in arrears and in accordance with the Scope of Work in Attachment A.
3.2 Payment. For work under this Agreement, payment shall be made per invoice for work completed. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in the Proposal (Attachment A).
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3.3 Records of Expenses. CONTRACTOR shall keep complete and accurate records of all costs and expenses inci dental to services covered by this Agreement. These records will be made available at reasonable times to CITY.
3.4 Termination. CITY shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of paragraph 3 would apply to that portion of the work completed.
4. Insurance and Bonding requirements.
4.1 COMMENCEMENT OF WORK. CONTRACTOR shall not commence work under this Agreement until all certif icates and endorsements have been received and approved by the CITY. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance and a waiver of subrogation.
4.2 WORKERS COMPENSATION INSURANCE. During the duration of this Agreement, CONTRACTOR and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
4.3 INSURANCE AMOUNTS. CONTRACTOR and all subcontractors shall maintain the following insurance in the amount and type for the duration of this Agreement:
(a) Commercial general liability in an amount not less than $1,000,000.00 per occurrence ( claims made and
modified occurrence policies are not
acceptable); Insurance companies must be
acceptable to CITY and have a Best’s Guide Rating of
A-, Class VII or better, as approved by the CITY.
(b) Automobile liability for all autos in an amount of $1,000,000.00 combined single limit (claims made
and modified occurrence policies are not
acceptable); Insurance companies must be
acceptable to CITY and have a Best’s Guide Rating
of A-, Class VII or better, as approved by the CITY.
4.4 ENDORSEMENTS AND OTHER REQUIREMENTS.
(a) An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 4.3 (a) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as
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additional insureds for liability ar ising out of work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
(b) An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the
CONTRACTOR. CONTRACTOR shall provide to CITY proof of
insurance and endorsement forms that conform to CITY’s
requirements, as approved by the CITY.
(c) For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, agents, and
volunteers. Any insurance or se lf-insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.
(d) If CONTRACTOR maintains hi gher insurance limits than the minimums shown above, CONTRACTOR shall provide
coverage for the higher insurance limits otherwise
maintained by the CONTRACTOR.
5. Non-Liability of Officials and Employees of the City. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, or for any amount which may become due to CONTRACTOR.
6. Non-Discrimination. CONTRACTOR covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancest ry, in any activity pursuant to this Agreement.
7. Independent Contractor . It is agreed to that CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.
8. Compliance with Law. CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
9. Notices. All notices shall be personally de livered or mailed to the below listed address, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
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a. (Contractor)
Hydrologics, Inc.
Attention: Gary DeSanctis
500 S. Australian Ave., Ste. 600-1008
West Palm Beach, FL 33401
b. (Address of City) (with a copy to):
City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840
10. CONTRACTOR'S PROPOSAL. This Agreement shall include CONTRACTOR'S proposal or bid which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
11. Licenses, Permits, and Fees. At its sole expense, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
12. Familiarity with Work. By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement. Should Contractor discover any latent or unknow n conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of this and shall not proceed, exce pt at CONTRACTOR'S risk, until written instructions are received from CITY.
13. Time of Essence. Time is of the essence in the performance of this Agreement.
14. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement.
CONTRACTOR shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not be assigned voluntarily or by operation of law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.
15. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.
16. Prevailing Wages. The CITY has been advised that the Prevailing Wages
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Law applies to the work. CONTRACTOR and its subcontractors must be registered with the California Department of Industrial Relations pursuant to Labor Code Section 1725.5. This Agre ement shall not be effective until CONTRACTOR provides proof of registration to the CITY. CONTRACTOR shall be responsible for CONTRACTOR's compliance in all respects with the Prevailing Wage Law, including the payment of the prevailing wage rates to all the laborers involved, and with California Labor Code Section 1770 et seq., including the keeping of all records required by the provisions of Labor Code Section 1776 and the implementing administrative re gulations. CONTRACTOR shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3) and shall comply with the job site notices posting requirements established by the Labor Commissioner pu rsuant to Title 8, California Code of Regulations Section 16461(e) or other regulation promulgated pursuant to Labor Code Section 1771.4(a)(2). Pursuant to Labor Code Section 1771.4, this Project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations. The CITY shall be a third party beneficiary of the forgoing covenant with rights to enforce the same as against the CONTRACTOR.
17. Indemnification. CONTRACTOR agrees to protect, defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses , or damages of any nature, including attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, arising out of, or in any way connected with performance of the Agreement by CONTRACTOR, CONTRACTOR'S agents, officers, employees, subcontractors, or independent cont ractors hired by CONTRACTOR. The only exception to CO NTRACTOR'S responsibility to protect, defend, and hold harmless CITY, is due to the active negligence of CITY, or any of its elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR.
18. No Third Party Beneficiaries . Except as may be specifically provided for herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as third-party beneficiary or otherwise, upon any entity or person not a party hereto.
(Agreement Signature Block On Next Page)
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IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _____________ "CITY"
CITY OF GARDEN GROVE
By: ___________________________
City Manager
ATTESTED:
____________________________
City Clerk
Date: _______________________
"CONTRACTOR"
Hydrologic, Inc.
By: ___________________________
Name:
Gary DeSanctis____________
Title:
CEO______________________
Date: __________________________
Tax ID No. ______________________
DIR Registration Number:__________
Contractor’s License: _____________
Expiration Date:_________________
If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnership,
Statement of Partnership must be
submitted to CITY.
APPROVED AS TO FORM:
____________________________
Garden Grove City Attorney
________________________
Date