2300 - Upper San Gabriel Valley Municipal Water District - Water Filling Station Pilot Program - RCRC & Garvey Center MI Lucy
Agreement#05-20-102
UPPER SAN GABRIEL VALLEY MUNICIPAL WATER DISTRICT
WATER FILLING STATION PILOT PROGRAM
PARTICIPANT AGREEMENT
THIS COOPERATIVE AGREEMENT ("Agreement") is made and entered into this 7th day of
February 2020 by and between the Upper San Gabriel Valley Municipal Water District, hereinafter
referred to as "DISTRICT", and City of Rosemead, hereinafter referred to as a "PROGRAM
PARTICIPANT". For purposes of this Agreement,DISTRICT and PROGRAM PARTICIPANT may be
referred to collectively by the capitalized term"PARTIES." The capitalized term"PARTY"may refer to
either DISTRICT or PROGRAM PARTICIPANT interchangeably.
RECITALS
A. DISTRICT, a municipal water district organized under the California Water Code (Water Code
Section 71000 et seq.), shall install one water bottle filling station, specified herein, at a mutually
approved location.
B. PROGRAM PARTICIPANT is willing to have DISTRICT install one water filling station ("FILL
STATION") at a non-residential site owned and operated by the PROGRAM PARTICIPANT herein
referred to as the"PROGRAM".
C. The PARTIES desire by this Agreement to establish the terms by which the PROGRAM
PARTICIPANT will participant in this PROGRAM as outlined in the Scope of Work attached and
incorporated hereto as"Exhibit A".
THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby mutually
acknowledged,the PARTIES agree as follows:
SECTION 1. SERVICES
A. PROGRAM PARTICIPANT will meet site requirements and PROGRAM PARTICIPANT
responsibilities as specified in Exhibit A.
B. DISTRICT will arrange for installation of the FILL STATION and PROGRAM signage after
confirming that participation requirements outlined in Exhibit A have been met.
SECTION 2. CONSIDERATION
Compliance with the requirements of this Agreement shall be reviewed by the DISTRICT during
performance and upon completion of the PROGRAM. If the PROGRAM PARTICIPANT fails to meet
the requirements and responsibilities as outlined in Exhibit A, the DISTRICT may remove the FILL
STATION and/or PROGRAM signage.
SECTION 3. TERM AND TERMINATION
The term of this Agreement shall be for an initial period of five (5)years, ("Initial Term"), commencing
on the date last written below.
DISTRICT or PROGRAM PARTICIPANT may terminate this Agreement at any time upon forty-five
(45) days written notice,with or without cause.
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Upon termination for any reason,PARTICIPATING PARTY shall cooperate and assist with DISTRICT's
removal of the FILL STATION,providing DISTRICT reasonable access as necessary.
SECTION 4. NOTICE OF DEFICIENCIES
The DISTRICT shall notify the PROGRAM PARTICIPANT of any deficiencies in meeting the
requirements and/or responsibilities specified in Exhibit A.
SECTION 5. ASSIGNMENT AND SUBCONTRACTOR
PROGRAM PARTICIPANT shall not assign, sublet or transfer this Agreement or any rights under or
interest in this Agreement without the prior written consent of DISTRICT,which may be withheld for any
reason.
SECTION 6. INDEPENDENT CONTRACTOR
PROGRAM PARTICIPANT is not a subdivision, department, or employee of the DISTRICT.
SECTION 7. INDEMNITY
Each PARTY shall be responsible for willful misconduct and negligent acts or omissions of its agents,
employees, subcontractors and volunteers. Each PARTY shall indemnify, hold harmless, and defend the
other from and against all liabilities for bodily injury and property damage caused by the willful or
negligent act or omission of indemnifying PARTY or its agents, employees, subcontractors or volunteers
in connection with this Agreement.
Any claim asserted based upon any defect or failure of performance of any contracted service or installed
product or device provided for the PROGRAM PARTICIPANT's property should be pursued with the
contractor or manufacturer/distributor.
The DISTRICT only enforces the terms and conditions of the PROGRAM. The PROGRAM
PARTICIPANT is responsible for complying with all applicable laws, codes, policies, covenants,
conditions, and restrictions that may apply. Maintenance and/or repair of the FILL STATION and
PROGRAM signage is the responsibility of the PROGRAM PARTICIPANT.
Neither the DISTRICT or their contractors or agents, makes any representation or warranty regarding the
contracted services or products that may be installed under this PROGRAM.Removal of a water fountain
and/or installation of a FILL STATION does not guarantee reduced water use.
SECTION 8. ENTIRE AGREEMENT
This Agreement, including all attached exhibits, constitutes the entire, complete, final and
exclusive expression of the PARTIES with respect to the matters addressed herein and supersedes all other
agreements or understandings, whether oral or written, or entered into between DISTRICT and
PROGRAM PARTICIPANT prior to the execution of this Agreement. No statements, representations or
other agreements, whether oral or written, made by any PARTY which are not embodied herein shall be
valid or binding. No amendment,modification or supplement to this Agreement shall be valid and binding
unless in writing and duly executed by the PARTIES.
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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the date
first above written.
CITY OF ROSEMEAD UPPER SAN GABRIEL VALLEY
MUNICIPAL WATER DISTRICT
B 41LICA � ' A: /1Bi Byi
Gloria Molleda, City Manager Thomas A. Love
General Manager
Date: Z)L( 7. "7_._c� Date:
/0-0 1, -c:3a-c.D
APPROVED AS TO FORM APPROV A . I `O' ► "
B q%;t ) By: f L
Rachel Richman, City Attorney
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Exhibit A
UPPER SAN GABRIEL VALLEY MUNICIPAL WATER DISTRICT
WATER FILLING STATION PILOT PROGRAM
SCOPE OF WORK
PROGRAM DESCRIPTION
A water filling station(FILL STATION)will be installed at a qualifying site that is a public facility located
within the DISTRICT'S service area. A qualifying site must be located in an area that receives high
pedestrian traffic and/or provides recreational activity.
PROGRAM signage will be installed adjacent to each FILL STATION that educates the public about the
connection between reducing one-time use plastic bottles and saving water, as well as raise awareness
about reducing landfill waste and the negative impact of plastics that end up in our water systems. The
selected FILL STATION units will have a visual indicator that quantifies the amount of plastic water
bottles saved from waste.
PARTICIPATING SITE REQUIREMENTS
Participating site must:
• Be located within the boundaries of the DISTRICT and determined by the DISTRICT to be
eligible.
• Be situated in an area that receives high pedestrian traffic and/or provides recreational activity.
• Currently have, or be responsible for installing in a timely manner, connection to an existing
working water source.
• Currently have, or be responsible for installing in a timely manner, connection to an existing
working electrical power source.
• Allow for installation of PROGRAM signage, provided by DISTRICT, adjacent to the FILL
STATION.
DISTRICT RESPONSIBILTIES
DISTRICT, at its sole cost and expense, shall select and install one FILL STATION at a mutually-
approved location at the PROGRAM PARTICIPANT'S site.
Plans and specifications for the FILL STATION shall be reviewed and approved by both DISTRICT and
PROGRAM PARTICIPANT prior to any work performed. The installed FILL STATION shall be
compliant with the Americans with Disabilities Act, and shall be connected to the PROGRAM
PARTICIPANT's on-site potable water,drainage systems,and electrical system,if necessary. Installation
shall be located in public places suitable for conveying messages supporting the reduction of waste and
environmental sustainability.
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Upon completion of the FILL STATION installation, PROGRAM PARTICIPANT shall be responsible
for owning, operating, and maintaining the FILL STATION for a minimum of five (5) years including,
but in no way limited to,responsibility for any and all costs of water, electricity, and/or repairs necessary
for keeping the installed FILL STATION and PROGRAM signage in good working order.
DISTRICT shall be responsible for the payment of any and all fees and permits required for installation.
DISTRICT shall coordinate the scheduling and completion of all work performed with PROGRAM
PARTICIPANT.
DISTRICT may,at its discretion, elect to contract for the installation of said facilities utilizing contractors
selected through its own means in compliance with applicable state and federal laws. DISTRICT shall
require any such contractor to provide and maintain throughout the course of construction, acceptable
policies of insurance of a type and limit meeting DISTRICT's approval.
DISTRICT does not warrant the installation or performance of FILL STATION(s) installed, hereunder.
However, to the extent that a FILL STATION has equipment or materials that are covered by third party
warranties (e.g., manufacturer's warranties), said warranties shall be transferred to PROGRAM
PARTICIPANT upon completed installation of the FILL STATION. The FILL STATION shall be
validated as operational before being turned over to PROGRAM PARTICIPANT.
Throughout the term of this Agreement, the DISTRICT may provide PROGRAM PARTICIPANT with
updated PROGRAM signage conveying the messages of waste reduction or other messages relevant to
the FILL STATION. All such PROGRAM signage shall be provided and installed by DISTRICT.
PROGRAM signage shall incorporate both the DISTRICT's logo and any other funding partner's logo.
PROGRAM PARTICIPANT RESPONSIBILITIES
Prior to installation of the FILL STATION, PROGRAM PARTICIPANT shall review and approve any
and all plans, specifications, and/or designs specific to work performed at the installation location, with
such approval to not unreasonably be withheld, subject to the operational and maintenance needs of
PROGRAM PARTICIPANT at the project site.
PROGRAM PARTICIPANT shall provide unrestricted access to DISTRICT and to its contractors
throughout the installation period, subject to the reasonable operational needs of the PROGRAM
PARTICIPANT's activities at the project site.
PROGRAM PARTICIPANT shall inspect all work performed upon completion for purposes of
determining the suitability of the FILL STATION. PROGRAM PARTICIPANT shall accept and take
ownership of the FILL STATION in accordance with any applicable improvement or facility acceptance
procedures required by law. Acceptance shall be contingent upon passage of final inspection by
PROGRAM PARTICIPANT and validation of proper operation and functionality.
PROGRAM PARTICIPANT must agree to the installation of PROGRAM signage, provided by
DISTRICT, adjacent to the FILL STATION.
PROGRAM PARTICIPANT shall be responsible for owning,operating,and maintaining FILL STATION
and PROGRAM signage in good working order for a period of at least five (5) years following the date
of installation.
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PROGRAM PARTICIPANT shall be responsible for any and all costs associated with ownership and
operation of the FILL STATION and adjacent PROGRAM signage including, but in no way limited to,
costs of water, electricity,maintenance, and/or repair necessary for keeping the installed FILL STATION
and PROGRAM signage in good working order. DISTRICT shall,in no way,be responsible for any costs,
whatsoever,following completed installation of the FILL STATION and PROGRAM signage, including
the cost of removal of the FILL STATION upon termination of the Agreement by PROGRAM
PARTICIPANT.
Throughout the course of this Agreement,PROGRAM PARTICIPANT shall have the ability to assign or
otherwise transfer all or any part of PROGRAM PARTICIPANT's responsibilities under this Agreement
with DISTRICT'S prior written consent.
Program Participant: Rosemead Community Recreation Center
Fill Station Installation Address: 3936 Muscatel Ave., Rosemead, CA 91770
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