2026-008-RFP-TS On-Call PLC Programming_Services_New.pdf

REQUEST FOR PROPOSALS (RFP)

ON-CALL PROGRAMMABLE LOGIC CONTROLLER (PLC)

PROGRAMMING SERVICES

Issue Date:

August 11, 2026

PROPOSALS DUE:

September 24, 2026 @ 2:00PM

RFP#:

2026-008-RFP-TS

VALLEJO FLOOD AND WASTEWATER DISTRICT

TECHNICAL SERVICES DEPARTMENT

450 RYDER STREET

VALLEJO, CA 94590

On-Call PLC Programming Services 2026-008-RFP-TS

1. INTRODUCTION

A. Proposed Solicitation

Vallejo Flood and Wastewater District (VFWD or District) is seeking proposals from qualified firms to provide on-call Programmable Logic Controller (PLC) maintenance, troubleshooting, programming, and related control system support services. Modern wastewater treatment operations rely on robust, well-maintained automation systems to ensure process reliability, regulatory compliance, and operational efficiency. This RFP establishes the framework through which the District will obtain timely, expert technical support for its PLC-based control systems, SCADA interfaces, and associated instrumentation.

The purpose of this procurement is to secure a responsive and experienced controls integrator capable of supporting a wide range of tasks, including emergency troubleshooting, logic modifications, equipment integration, HMI/SCADA updates, networked I/O support, and implementation of new or revised control strategies. It is the District’s intent to award a three-year on-call professional services agreement with a not-to-exceed amount of $300,000. Services will be performed on an as-needed basis to address operational issues, equipment upgrades, process optimization efforts, and capital improvement projects.

This RFP is intended to result in an on-call professional services agreement that ensures the District has reliable access to specialized PLC and SCADA expertise. The selected firm will work collaboratively with District engineering, operations, and maintenance staff to maintain system integrity, minimize downtime, and support the long-term performance of the District’s automation infrastructure.

B. District Information

The Vallejo Flood and Wastewater District is a special District created to provide wastewater collection, treatment, and disposal services, as well as flood control services.

The District serves residents and businesses within its boundaries, an area slightly larger than the City of Vallejo, California, including some Unincorporated County areas.

Established in 1952 under the provisions of the State of California, Vallejo Flood and Wastewater District (District) provides wastewater collection, treatment, and disposal, stormwater transmission, and pollution control services to nearly 40,000 customers in an approximately 36-square-mile service area consisting of the greater City of Vallejo area and portions of unincorporated Solano County. The District operates and maintains approximately 370 miles of sewer collection pipe, 270 miles of stormwater collection pipe and channels, 31 wastewater lift stations, 8 stormwater pump stations, a 30 MGD secondary wastewater treatment plant located at 450 Ryder Street in Vallejo, CA, and a biosolids disposal facility on Tubbs Island in Sonoma County.

ISSUED: August 11, 2026 DUE DATE: September 24, 2026

On-Call PLC Programming Services 2026-008-RFP-TS

2. SCOPE OF WORK:

A. PLC Logic Maintenance & Modifications (Schneider M580 and M340)

1. Diagnose and correct PLC logic faults, failed routines, or malfunctioning control sequences.

2. Add, modify, or remove PLC logic to support equipment replacements, process changes, or operational improvements.

3. Update tag databases, alias structures, and program documentation to reflect changes.

4. Remove obsolete logic, unused tags, and decommissioned I/O points.

5. Implement new control strategies as directed by District operations or engineering staff.

6. Revise PLC logic to meet new standards.

B. I/O and Field Device Support

1. Add new discrete or analog I/O points for new equipment or instrumentation.

2. Remove or reassign I/O associated with retired or replaced equipment.

3. Troubleshoot failed I/O modules, signal scaling issues, and communication faults.

4. Update scaling, alarming, and engineering units for analog devices.

5. Support integration of new VFDs, motor starters, transmitters, and packaged equipment panels.

C. Network, Communications & Remote I/O

1. Diagnose and correct communication failures between PLCs, RIO panels, HMIs, and SCADA servers.

2. Add new remote I/O panels, Ethernet/IP nodes, or serial devices to the control network.

3. Update communication paths, IP addressing, and device configurations.

4. Remove obsolete communication modules or unused networked devices.

5. Validate network health, bandwidth utilization, and device diagnostics.

D. HMI / SCADA (AVEVA System Platform and OMI.)

1. Modify existing screens to reflect PLC logic changes, new equipment, or updated process flows.

2. Add new screens, pop-ups, faceplates, and graphics for new equipment or control strategies.

3. Add or delete instances an I/O mapping corresponding to PLC tag changes.

4. Update alarm banners, alarm priorities, and alarm messages.

5. Correct display errors, broken links, or malfunctioning controls.

6. Support historian tag additions, removals, and scaling adjustments.

ISSUED: August 11, 2026

On-Call PLC Programming Services 2026-008-RFP-TS

E. Control Strategy Support

1. Review and refine control sequences for pumps, valves, blowers, mixers, chemical systems, or other process equipment.

2. Implement interlocks, permissives, fail-safe logic, and alarm conditions per District requirements.

3. Ensure all equipment has appropriate Hand-Off-Auto (HOA) functionality and status feedback.

4. Validate readiness conditions for equipment sequences and process trains.

5. Support transitions between manual and fully automatic modes.

F. Emergency & On-Call Response

1. Provide remote or on-site troubleshooting for urgent PLC, SCADA, or communication failures.

2. Restore system functionality to maintain process continuity and regulatory compliance.

3. Provide temporary workarounds when permanent fixes require additional parts or programming time.

4. Document all emergency actions and provide follow-up recommendations.

G. Documentation & Testing Requirements

1. Provide updated PLC program files, HMI application files, and network configuration backups after each service request.

2. Provide redlined and final as-built documentation for all logic and screen changes.

3. Conduct functional testing of all modified logic, including simulation where applicable.

4. Provide written test results for major modifications or new control strategies.

5. Maintain version control and change logs for all programming updates.

H. Schedule of Performance

1. On-call response shall be available during normal business hours, between 7:00 am and 5:00 pm, with emergency response available after hours as requested.

2. Routine programming tasks shall be completed within mutually agreed timelines.

3. Emergency response shall begin within 12-hours following District notification or as soon as reasonably possible and agreed upon by both parties.

3. SCHEDULE OF ACTIVITIES

The following is the tentative schedule for this RFP. Any changes to the scheduled dates prior to the Submission Deadline will be advertised as an addendum to this RFP. The schedule for the evaluation process and other future dates may be adjusted without notice.

Request for Proposal Issued 08/11/2026 Written Inquiry Deadline 09/01/2026, at 2:00 p.m.

ISSUED: August 11, 2026

On-Call PLC Programming Services 2026-008-RFP-TS

District Response to Written Inquiries 09/10/2026, at 2:00 p.m.

Proposal Submission Deadline 09/24/2026, at 2:00 p.m.

Tentative Review of Proposals 09/24/2026 - 10/01/2026 Tentative Notice of Award 10/01/2026 Tentative Board of Trustees Approval: 10/20/2026

4. NOT USED

5. PRE-SUBMITTAL INQUIRIES AND POINT OF CONTACT:

Pre-submittal technical and procedural inquiries shall be directed to the Vallejo Flood and Wastewater District at the following emails:

• admin@vallejowastewater.org and bash@vallejowastewater.org

• SUBJECT: [Description] – Inquiry – 2026-XXX-RFP-TS

All inquiries will be reviewed, and any additional information requests that benefit all proposers will be addressed via an addendum to the RFP. Addenda will be posted on the District’s website and noticed via automated email notification. Proposers must include in their proposal an acknowledgment of receipt of any and all addenda issued.

6. PROPOSAL FORMAT AND CONTENT:

To facilitate the evaluation of the proposals, proposers should format their proposals using the following sections. Proposals shall be limited to no more than 8 pages, not including resumes or attachments. Failure to include the requested information in the requested format may result in a determination that the proposal is non-responsive.

A. EXECUTIVE SUMMARY A brief summary of the key characteristics of the proposal is required

B. BACKGROUND INFORMATION Background information should describe in general the firm’s history and its experience in the various types of programming services provided. Proposer should also provide information on the financial strength of the firm.

List contracts terminated (partially or completely) by clients for convenience or default within the past three years. Include contract value, description of work, sponsoring organization, contract number, and name and telephone number of contracting entity.

C. CONTRACT UNDERSTANDING Provide specific and detailed information and methods on how the work will be completed to fulfill the requirements of the RFP.

Include a schedule and any relevant information related to this RFP that makes the firm the most qualified.

D. EXPERIENCE Provide specific information on the firm’s experience, particularly in projects similar to this RFP. List and describe at least two similar projects completed by the firm within the past five years. Provide accurate reference contact information for each listed project.

E. PROJECT STAFF Identify the Project Manager and specific staff on the project team that are being proposed. For all project team members, describe specific services they will perform, and illustrate clearly the applicability of the individual’s background, education, and experience to their assigned role.

ISSUED: August 11, 2026 DUE DATE: September 24, 2026 mailto:admin@vallejowastewater.org mailto:bash@vallejowastewater.org

On-Call PLC Programming Services 2026-008-RFP-TS

F. SUB CONSULTANTS Identify any and all subconsultants proposed to serve on the project, with background information and particular experience of key personnel, including past projects and resumes. Show the key personnel in the organization chart.

G. QUALITY ASSURANCE/QUALITY CONTROL Describe how quality assurance and quality control will be provided for the project. Provide information on your plan to manage the schedule and budget and provide updates to the District.

H. FEE STRUCTURE Proposers shall provide a detailed fee structure describing labor categories, and reimbursable expenses. The fee structure must identify all cost components necessary to perform the scope of work, including labor hours, labor rates, subcontractor costs, materials, equipment, and any anticipated reimbursable expenses.

I. EXCEPTIONS Please include a statement regarding exceptions to the sample contract. If no exceptions are included, the District will expect the Consultant will be able to sign the District’s contract and provide the required insurance and indemnification.

J. ATTACHMENT A - STATEMENT OF RESPONSIBILITY (SIGNATURE PAGE)

Complete and include Attachment A, signed by an Authorized Representative

K. ATTACHMENT B - CERTIFICATE OF NON-COLLUSION

Fill out and include Attachment B found in the RFP

7. PROPOSAL SUBMISSION GUIDELINES

A. Firms must submit their proposal electronically through email in PDF format to admin@vallejowastewater.org and bash@vallejowastewater.org before the due date and time for proposals. Please include in the email subject line: “2026-XXX-RFP-TS_On-Call PLC Programming Services.”

B. Proposals received after the date and time specified shall not be considered. Facsimile, telephone, printed, mailed, delivered, or verbal proposals will not be accepted.

C. Proposers are expected to examine all provisions, specifications, and instructions included in this RFP. Failure to do so will be at the proposer’s risk.

D. All proposals shall be dated and signed by a representative authorized to enter into agreements for the proposing firm.

E. All proposals shall remain in effect and legally binding for a minimum of 120 days from the due date for proposals.

F. Expenses incurred in preparation of the proposal, site visits, or any other actions related to responding to this RFP shall be the responsibility of the proposer. Any and all damages that may occur related to the preparation or delivery of the proposal will be the sole responsibility of the vendor.

G. All proposals, response inquiries, or correspondence relating to or in reference to this RFP, and all reports, charts, displays, schedules, exhibits, and other documentation submitted by the vendor shall become the property of the District.

ISSUED: August 11, 2026 DUE DATE: September 24, 2026

On-Call PLC Programming Services 2026-008-RFP-TS

H. Stated days shall be interpreted as calendar days, excluding legal holidays. Vendor must examine all information and materials contained in and accompanying its proposal. Failure to do so will be at the proposer’s risk. This includes, but is not limited to, all relevant laws and regulations of the State of California and the United States Government.

I. Upon submission of a proposal to the District, the proposal becomes the property of the District and is subject to the Public Records Act.

i. Unless otherwise compelled by a court order, the District will not disclose any proposal while the District conducts its deliberative process in accordance with the procedures identified in this RFP. However, after the District either awards an agreement or rejects all proposals, the District shall consider each proposal subject to the public disclosure requirements of the California Public Records Act (California Government Code sections 6250, et seq.), unless there is a legal exception to public disclosure.

ii. If a vendor believes that any portion of its proposal is subject to a legal exception to public disclosure, the Consultant shall: (1) clearly mark the relevant portions of its proposal “Confidential’; and (2) upon request from the District identify the legal basis for exception from disclosure under the Public Records Act; and (3) the Consultant shall defend, indemnify, and hold harmless the District regarding any claim by any third party for the public disclosure of the “Confidential” portion of the qualifications submittal.

8. EVALUATION PROCESS, CRITERIA AND SCORING

All proposals received will be checked for required information and provided to the District Selection Committee for the evaluation and selection of a preferred proposer. The selection of a proposer and subsequent award will be based on the criteria contained in this RFP, and as demonstrated in the submitted proposal. Proposers should submit information sufficient for the District to easily evaluate proposals with respect to the selection criteria. The absence of required information shall cause the proposal to be deemed non-responsive and may be cause for rejection.

Proposals will be scored on the following selection criteria:

SELECTION CRITERIA MAXIMUM POINTS

Executive Summary 10 Background Information 25 Contract Understanding 30 Vendor's Experience and Project Staff 20 Quality Assurance/Quality Control 15 Statement of Responsibility DQ if not present Certificate of Non-Collusion DQ if not present Total Points Possible 100

ISSUED: August 11, 2026

On-Call PLC Programming Services 2026-008-RFP-TS

9. MODIFICATIONS OR WITHDRAWAL OF PROPOSALS

A. Requests for modification of a proposal in the possession of the District shall only be made by email at admin@vallejowastewater.org and bash@vallejowastewater.org, bearing the signature of the firm’s authorized representative, provided the request is received prior to the RFP submission deadline.

B. A proposal that is in the possession of the District may be withdrawn by the proposer up to the time of the Notice of Tentative Award.

10. AWARD AND AGREEMENT INFORMATION

A. The District hereby notifies all proposers that it will affirmatively ensure that minority business enterprises will be afforded full opportunity to submit proposals in response to this invitation, and that no proposer shall be discriminated against on the grounds of age, race, color, sex, religion, creed, national origin, marital status, political affiliation, or disability.

B. The vendor agrees that should it be awarded an agreement, the vendor shall not discriminate against any person who performs work thereunder because of age, race, color, sex, religion, creed, national origin, marital status, political affiliation, or disability.

C. The District reserves the right to reject any or all proposals and to waive any irregularities if deemed in the best interest of the District to do so. The District will select the vendor whose proposal is determined by the District to be the most responsive and responsible proposal. The District will be the sole judge in making such a determination.

D. The successful vendor will be required to enter into and sign an agreement with the District which will be in effect for the duration of the agreement period. A sample agreement is attached to this RFP as Attachment C.

E. The terms and conditions of this RFP as well as the vendor’s proposal, and any modifications to said proposal agreed to in writing by both parties shall become a part of the agreement.

F. Prior to final selections, vendors shall be required to submit any additional information that the District deems necessary to determine the vendor’s qualifications

G. Open Procurement

1) The vendor shall include any latitudes, prohibitions or limitations placed on the purchase of the items presented in the vendor’s proposal. Items and/or services that the vendor intends to be offered on a unit price basis must be so identified.

The District’s objective is to clarify all purchase options.

2) The District reserves the right to negotiate changes to the original proposal(s), including changes in system cost and/or unit price.

3) The District reserves the right to accept or reject any or all proposals in whole or in part.

4) The District reserves the right to award an agreement to more than one vendor.

On-Call PLC Programming Services 2026-008-RFP-TS

11. GENERAL CONDITIONS

A. The District’s intent is to award one Agreement to the selected firm; however, District reserves the right to withdraw and/or not award an agreement at any time it so desires.

Costs incurred in the preparation of response to this RFP will not be reimbursed.

B. The District reserves the right to reject any or all proposals and to waive any irregularities if deemed in the best interest of the District to do so.

C. The District will select the proposer whose proposal is determined by the District to be the most advantageous proposal. The District will be the sole judge in making such a determination.

D. Proposers should expect to have access only to the public records and public files of local government agencies in preparing the proposal or reports. The proposer should not anticipate any compilation, tabulation, or analysis of data, definition or opinion, etc., unless volunteered by a responsible official of that agency.

E. Upon Submittal to the District, all proposals, response inquiries, or correspondence relating to or in reference to this RFP, and all reports, charts, displays, schedules, exhibits and other documentation submitted by proposer shall become the property of the District and is subject to the Public Records Act.

i. Unless otherwise compelled by a court order the District will not disclose any proposal while the District conducts its deliberative process in accordance with the procedures identified in this RFP. However, after the District either awards an agreement, or the District rejects all proposals, the District shall consider each proposal subject to the public disclosure requirements of the California Public Records Act (California Government Code sections 6250, et seq.), unless there is a legal exception to public disclosure.

ii. If a proposer believes that any portion of its proposal is subject to a legal exception to public disclosure, the proposer shall:

• Clearly mark the relevant portions of its proposal “Confidential’; and

• Upon request from the District, identify the legal basis for exception from disclosure under the Public Records Act; and

• Shall defend, indemnify, and hold harmless the District regarding any claim by any third party for the public disclosure of the “Confidential” portion of the qualification submittal.

12. REJECTION OF PROPOSALS

The RFP does not commit the District to award an agreement, to pay any costs incurred in the preparation of the proposal to this request, or to procure or contract for services or supplies. The District reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified source, or to cancel the RFP in part or in its entirety, if it is in the best interest of the District to do so. The District may require the

ISSUED: August 11, 2026

On-Call PLC Programming Services 2026-008-RFP-TS proposer selected to participate in negotiations, and to submit subsequent proposals or clarifications as may result from negotiation.

13. LIST OF ATTACHMENTS

Attachment A – Statement of Responsibility (signature page) Attachment B – Certificate of Non-collusion Attachment C – Sample Agreement Attachment D – Non-Discrimination Clause

On-Call PLC Programming Services 2026-008-RFP-TS

ATTACHMENT A

STATEMENT OF RESPONSIBILITY (SIGNATURE PAGE)

This Statement of Responsibility (Signature Page) shall be included with your submittal in order to validate your proposal. Proposals submitted without this page will be deemed non-responsive.

Proposer Authorized Representative

Company Name: ________________________________________ Date: ____________

Representative: __________________________________________________________

Title: __________________________________________________________

Phone: __________________________________________________________

Address: __________________________________________________________

Federal Tax ID: __________________________________________________________

Email Address: __________________________________________________________

RFP Contact Information (if different than above)

Contact Person: __________________________________________________________

Title: __________________________________________________________

Phone: __________________________________________________________

Email Address: __________________________________________________________

Certifications:

1. Do you agree to comply with specifications, RFP instructions, draft contract requirements and other pertinent references contained in this RFP?

YES NO

2. Do you agree that the proposal will stand firm and will not be withdrawn for a period of 120 days after the proposal is opened?

On-Call PLC Programming Services 2026-008-RFP-TS

3. Do you certify that all statements in the proposal are true? This shall constitute a warranty, which if falsified, shall entitle the District to pursue any remedy authorized by law, and shall include the right, at the option of the District, of declaring any agreement made as a result thereof to be void.

4. Do you agree to provide the District with any other information the District determines is necessary for accurate determination of your qualifications to provide services?

5. Do you acknowledge receipt of any and all addenda issued for this RFP?

YES Not Applicable (No Addenda Issued)

Please list all addenda received:

To the best of my knowledge and belief, the information provided in this initial determination of responsibilities is true and correct.

Authorized Representative: _______________________________________________

(printed name)

Signature: ________________________________________________

Date: _________________________________________________

On-Call PLC Programming Services 2026-008-RFP-TS

ATTACHMENT B

CERTIFICATE OF NON-COLLUSION

The undersigned certifies, under penalty of perjury, that this proposal has been made in good faith and without collusion or fraud with any other person. As used in this certifications, the word “person” shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals.

Name of Proposer

Signature of Authorized Representative

Date

On-Call PLC Programming Services 2026-008-RFP-TS

ATTACHMENT C

SAMPLE AGREEMENT

***PLEASE DO NOT CHECK OUT THIS DOCUMENT***

SELECT FILE – SAVE AS, AND GENERATE YOUR AGREEMENT W/

TRACKED CHANGES

P.O. No._______________ Agr. No.________________

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN VALLEJO FLOOD AND WASTEWATER DISTRICT

AND

[Company]

This Agreement for Professional Services (“Agreement”) is entered into as of the last date signed below, (“Effective Date”) by and between Vallejo Flood and Wastewater

District, 450 Ryder Street, Vallejo, CA, hereinafter called “District,” and Company, a

ENTITY TYPE, hereinafter called “Consultant” and is entered into and is to be performed in Solano County, California. District and Consultant may be referred to individually as

“Party” and collectively as “Parties.”

RECITALS

WHEREAS, District requires professional services; and

WHEREAS, Consultant has the professional skills and license necessary to perform, and has agreed to provide District with those professional services; and

WHEREAS, District desires to retain Consultant pursuant to this Agreement to perform the professional services described in Article 1.

NOW THEREFORE, for the considerations hereinafter set forth, Consultant and

District agree as follows:

ARTICLE 1 - SCOPE OF SERVICES

1.1 Consultant shall perform on-call INSERT TYPE OF WORK services as described in the Scope of Work and Schedule of Performance, attached hereto and hereinafter incorporated by reference as Exhibit A (Services).

ISSUED: August 11, 2026

1.1.1 All Services provided under this Agreement shall be

established by Task Order, issued by District pursuant to Exhibit A.

1.1.2 Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit A.

1.2 Consultant agrees to provide all labor, materials, tools, equipment, and transportation and any other items necessary to complete the Services. District agrees that at all times, Consultant is an independent contractor and the District shall not be considered an employer of the Consultant.

1.3 Changes to this Agreement shall be authorized in writing by District through an Amendment.

ARTICLE 2 - TIME OF PERFORMANCE

2.1 This Agreement shall become effective upon the Effective Date and shall remain in full force and effect until (INSERT CONTRACT END DATE) (the “Term”), or until extended as provided under Section 2.3 below, or terminated by District, as provided under Article 10, whichever occurs first.

2.2 Consultant shall not commence performance of Services under this

Agreement until such performance is authorized by a issuance of a notice to proceed or

Task Order from District. Any performance before such written notice is at Consultant’s sole risk.

2.3 This Agreement may be extended up to a total of five years from the

Effective Date, upon mutual, written approval by the District and Consultant.

2.4 Should Services engaged under a duly executed Task Order, originally anticipated to be completed within the original Term of Performance, require reasonable extension of the Term, said Term shall be extended to provide for the completion of

ISSUED: August 11, 2026

Services as agreed to in the executed Task Order. Such extension shall be made by

Amendment and shall only apply to the specific Task Order requiring a Term extension.

ARTICLE 3 - PROFESSIONAL COMPETENCE

District relies upon the professional ability of Consultant as a material inducement to entering into this Agreement. Consultant represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. Consultant represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.

Consultant agrees that the Services shall be performed consistent with the professional skill and care ordinarily provided by a licensed professional practicing in the same or similar locality under the same circumstances. District and Consultant agree that

Consultant is in responsible charge of the Services. Acceptance by District of the

Services does not operate as a release of Consultant from professional responsibility for the Services performed.

ARTICLE 4 - COMPENSATION

4.1 Compensation to be paid to Consultant, including both payment for professional services and reimbursable expenses, shall: (1) for services provided directly pursuant to this Agreement, be at the rate and schedule established in the Rate

Schedule/Fee Proposal, attached hereto and hereinafter incorporated by reference as

Exhibit “B” (hereinafter “Rate Schedule”); or (2) for services authorized by Task Orders, be at the rate and schedules specified in each Task Order.

4.2 Task Orders issued under this Agreement shall not exceed (INSERT

ANNUAL LIMIT) in aggregate compensation in a single fiscal year (July 1 through June

30).

ISSUED: August 11, 2026

4.3 The Rate Schedule may be adjusted annually, if proposed by the Consultant and approved by the District.

4.4 Except as otherwise provided herein, Consultant shall submit itemized monthly invoices for Services performed, in a form satisfactory to the District. Consultant shall submit time and cost records as necessary to substantiate performance of the

Services. District shall verify the accuracy of the invoice, correcting the charges, where appropriate. District shall make payment within thirty (30) days after approval of the invoice by District, as verified or corrected by District.

4.5 If compensation is tied to completion of a Task Order, payments shall be made in accordance with the terms of the Task Order and shall be proportional to the work completed.

4.6 No payment by District made in accordance with this Article shall be construed as evidence of acceptance of any of Consultant’s Services. District reserves the right to withhold payment from Consultant on account of Services not performed satisfactorily, delays in Consultant’s performance of Services, or other defaults.

Consultant shall not stop or delay performance of the Services under this Agreement due to disputes relating to compensation.

4.7 Consultant, as an independent contractor, shall be responsible for any and all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, workers’ compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments

ISSUED: August 11, 2026 now or hereafter in effect and payable by reason of or in connection with the Services to be performed pursuant to this Agreement.

4.8 Consultant shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non-standard business hours, such as in the evenings or on weekends, or for work performed on a holiday unless such compensation is specifically authorized in writing by the District.

4.9 No payments will be made by District to Consultant for meals, rental automobiles, fuel, tolls, airfare, and lodging for non-prevailing wage service, generally referred to as “other reimbursable expenses” unless approved by the District in advance by a Task Order. Travel time and vehicle mileage charges to and from District facilities and projects from Consultant offices or Consultant employee residences shall be negotiated and agreed to by the District, on a Task Order basis.

ARTICLE 5 - COMPLIANCE WITH LAWS

5.1 Consultant shall have full and exclusive responsibility for compliance with all federal, state and local requirements pertinent to its employees, methods and procedures in connection with the Services performed pursuant to this Agreement.

Consultant shall submit to District a completed Internal Revenue Service, Department of the Treasury form W-9 (Request for Taxpayer Identification Number and Certification) before commencing Services under this Agreement.

ISSUED: August 11, 2026

5.2 Consultant shall be responsible for complying with all applicable provisions of the Labor Code, including California Labor Code section 6401.7, which requires every employer to adopt a written injury and illness prevention program.

ARTICLE 6 - ASSIGNMENT AND SUBCONTRACTING

This Agreement shall not be assigned by either Party, nor may Consultant subcontract any portion of the Services hereunder, without first obtaining the written consent of the District.

ARTICLE 7 - STATUS OF CONSULTANT

7.1 District does hereby retain Consultant as an independent contractor for professional services, upon the terms and conditions set forth in this Agreement.

Consultant shall perform its services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in Consultants’ field of expertise in California. Without limiting the foregoing, Consultant shall be responsible for the compliance of Consultant’s services with all applicable professional codes and other applicable state, federal and local statues, ordinances and regulations.

Consultant shall not represent itself as an employee of the District.

7.2 Consultant, its officers, employees and agents shall not have any power to bind or commit the District to any decision and shall not be considered an agent or employee of the District. As an independent contractor, Consultant shall obtain no rights to retirement benefits or other benefits which accrue to District employees.

ARTICLE 8 - INFORMATION PROVIDED BY DISTRICT

District shall provide all information requested by Consultant that is reasonably necessary to performing the Services. District retains all rights of approval and discretion with respect to the Services identified in Exhibit “A” of this Agreement.

ISSUED: August 11, 2026

ARTICLE 9 - OWNERSHIP OF DOCUMENTS

9.1 Documents prepared by Consultant, including plans, specifications, estimates, programs, reports, models, and other material prepared by or on behalf of

Consultant pursuant to this Agreement including all drafts and working documents, and including electronic and paper forms (collectively the “Documents”), shall be and remain the property of the District, whether the Services are completed or not. Consultant shall deliver all Documents to District, upon request at (1) the completion of the Services, (2) the date of termination of this Agreement for any reason, or (3) request by District in writing.

9.2 The Documents may be used by District and its officers, officials, employees, agents, and volunteers, and assigns, in whole or in part, or in modified form, for all purposes District may deem advisable without further employment of or payment of any compensation to Consultant. If District desires to modify Documents before using them, District shall obtain written consent from Consultant for any such modification, and such consent shall not unreasonably be withheld.

9.3 A Consultant that is a “design professional” (as that term is defined in

California Civil Code section 2782.8(c)(1-4)) retains the copyright protections that may be applicable to the Documents prepared by Consultant.

ARTICLE 10 - TERMINATION AND SUSPENSION

10.1 Unless earlier terminated as provided below, this Agreement shall terminate upon the expiration of the term of the Agreement or completion and acceptance by District of all Services, whichever occurs first.

10.2 This Agreement may be terminated by the District, at any time, for any reason by giving at least ten (10) days’ notice in writing. In such case, Consultant shall

ISSUED: August 11, 2026 be paid for services satisfactorily rendered and reasonable costs incurred prior to the notice of termination.

10.3 Either Party may terminate this Agreement in the event of default by the other Party to fulfill its obligations hereunder; provided, however, that the Party alleged to be in default shall be given fifteen (15) days to cure the default. If the default is not cured within the fifteen (15) days, this Agreement may then be terminated by the non-defaulting Party by providing written notice of the termination.

10.4 Upon termination of this Agreement, the Insurance and Indemnity obligations of Consultant as described in Articles 14 (Indemnity) and 15 (Insurance) hereof, as well as the terms of any warranties given by Consultant, and the provisions of

Article 11 (Disputes) hereof, shall continue in full force and effect.

10.5 Upon termination, Consultant shall, without delay, deliver to District all

Documents and materials prepared or obtained in the performance of this Agreement.

10.6 The District shall have the authority to suspend this Agreement and the

Services contemplated herein, wholly or in part, for such period as is deemed necessary due to unfavorable conditions or the failure of the Consultant to perform any of the provisions of this Agreement. In the case that this Agreement is suspended, Consultant shall be paid for satisfactory Services performed through the date of the suspension.

10.7 Consultant shall continue its work throughout the course of any dispute, and Consultant’s failure to continue work during a dispute shall be a material breach of this Agreement.

10.8 Force Majeure. Except for defaults of subcontractors at any tier, Consultant shall not be liable for any excess costs if the failure to perform the

ISSUED: August 11, 2026

Agreement arises from causes beyond the control and without the fault or negligence of

Consultant, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include the following:

Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics (other than COVID-19 or variants), abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, strikes, lockouts, freight embargos, interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact

(together, “force majeure events”).

ARTICLE 11 - DISPUTES

Unless otherwise required by law, disputes relating to this Agreement, which the

Parties are unable to informally resolve through good faith negotiations, may be submitted to a mutually agreeable mediator. Any costs of the mediation shall be shared equally by the Parties.

ARTICLE 12 - INTEGRATION

This Agreement and the attachments hereto represent the entire understanding between District and Consultant as to those matters contained herein. No prior or contemporaneous oral or written statement or understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both District and Consultant. In case of inconsistency between this Agreement and the attachments hereto, the terms of this

Agreement shall govern. Without limiting the generality of the foregoing, no limitation of liability provision contained in the attachments or exhibits hereto shall be valid or binding, unless it is separately signed or initialed by both District and Consultant.

ISSUED: August 11, 2026

ARTICLE 13 - PROJECT MANAGER AND KEY PERSONNEL

13.1 Consultant designates (INSERT CONSULTANT PROJECT MANAGER) who shall be responsible for the performance of the Consultant and for all matters relating to this Agreement. Consultant shall not replace the aforesaid individual(s) without the prior written approval of District, provided such approval shall not be withheld unreasonably and provided the person(s) originally designated by Consultant remain(s) in the active employ of Consultant.

13.2 All of the Services required hereunder will be performed by Consultant or under Consultant’s supervision and all personnel engaged in performing the Services shall be qualified to perform said Services. Consultant shall make every reasonable effort to maintain stability and continuity of Consultant’s Key Personnel assigned to

Perform the Services.

ARTICLE 14 - INDEMNITY

14.1 To the fullest extent permitted by law, Consultant shall, at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the District) and hold harmless District and any and all of its directors, officers, officials, employees, agents and volunteers (“indemnified Parties”) from and against any and all liability

(including liability for claims, demands, damages, obligations, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, including attorneys’ fees and costs, court costs, interest, defense costs and expert witness fees) of any nature (“liability”) whether actual, alleged or threatened, which arise out of, pertain to, or relate to the performance or failure to comply with this Agreement, regardless of any fault or alleged fault of the indemnified

Parties.

ISSUED: August 11, 2026

14.2 In accordance with California Civil Code section 2782.8(c)(1-4), as may be amended, Consultants that are design professionals (as that term is defined by

California Civil Code section 2782.8(c)(1-4)) acting within the scope of their professional capacity, Consultant shall only be obligated to indemnify, protect and defend the indemnified Parties, to the extent that the claims against the indemnitee arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the

Consultant. In no event shall the cost to defend charged to the Consultant exceed the

Consultant's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other Parties regarding unpaid defense costs.

14.3 Consultant’s obligation to indemnify, protect, defend and hold harmless, as set forth in Sections 14.1 and 14.2 shall not apply to the extent that such liabilities are caused by the sole negligence or willful misconduct of the District or its trustees, directors, officers, agents and employees.

14.4 The obligations contained in this Article shall survive the termination of this

Agreement and shall not be limited in any way by the requirements relating to insurance as described in Article 15.

14.5 Consultant shall ensure that any agreements between Consultant and any sub-consultants shall contain indemnity provisions identical to those contained herein.

ARTICLE 15 - INSURANCE REQUIREMENTS FOR CONSULTANT

15.1 Consultant shall procure, provide and maintain at all times during the performance of the Agreement and for the period after performance as stated herein, the insurance listed in Exhibit “D,” attached hereto and incorporated by reference, ISSUED: August 11, 2026 through insurers licensed to do business in the State of California and with a current

A.M. Best’s rating of no less than A:VII.

15.2 Consultant shall include all approved subcontractors as insureds under its policies or shall furnish separate evidence of coverage and endorsements for each subcontractor. All coverages for approved subcontractors shall be subject to all of the requirements set forth in Exhibit “D.”

ARTICLE 16 - ADDITIONAL PROVISIONS FOR CONTRACTS WITH DESIGN

PROFESSIONALS

This Article shall only apply to contracts between the District and architects and engineers, for the design of public works and facilities.

16.1 It shall be the duty and obligation of Consultant under this Agreement to prepare design documents free from defects.

16.2 Consultant has no control over the cost of labor, materials, equipment or services furnished by others who are not subcontractors to Consultant, or over a contractor's methods of determining prices or other competitive bidding or market conditions or safety conditions, practices or omissions on the site. Any cost estimates provided by Consultant will be made on the basis of its experience and judgment.

Consultant cannot and does not guarantee that proposals, bids, or actual project construction costs will not vary from cost estimates prepared by Consultant.

16.3 Consultant will not be responsible for means, methods, techniques, sequences, or procedures of construction selected by construction contractors for the project or the safety precautions and programs incident to the work of such contractors, and will not be responsible for a contractor's failure to carry out work in accordance with the contract documents.

ISSUED: August 11, 2026

16.4 Both District and Consultant shall be named as additional primary insureds on the project contractor's General Liability policy without offset, and all construction documents and insurance certificates shall include wording acceptable to the Parties hereto with references to such provisions.

ARTICLE 17 - NOTICE OF PREVAILING WAGE REQUIREMENTS

17.1 Notice is hereby given that prevailing wages are required to be paid for any work which is a “public work.”

17.2 This Agreement is subject to the State prevailing wage and apprenticeship requirements of the California Labor Code including, but not limited to, Sections 1770, 1771.5, 1773, 1776 and 1777.5. Contractor shall comply with California prevailing wage laws including, to the extent applicable, Labor Code Section 1720.9. Pursuant to

Section 1773 of the Labor Code, the general prevailing wage rates in the county, or counties, in which the work is to be done have been determined by the Director of the

California Department of Industrial Relations. These wages are set forth in the General

Prevailing Wage Rates for this project, available from the California Department of

Industrial Relations’ web site at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. Future effective general prevailing wage rates which have been predetermined and are on file with the California

Department of Industrial Relations are referenced but not printed in the general prevailing wage rates. A copy of the prevailing rate of per diem wages shall be posted at the job site. Contractor is responsible for obtaining a current edition of all California statutes and regulations, and adhering to the latest editions of such.

17.3 The Labor Code definition of “public work” includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of

ISSUED: August 11, 2026 construction, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post-construction phases of construction, including, but not limited to, all cleanup work at the jobsite. This requirement is also applicable to contracts let for maintenance work.

17.4 All public works projects valued at $30,000 or more must include an obligation to hire apprentices, unless the craft or trade does not require the use of apprentices, as indicated in the corresponding prevailing wage determination. This duty applies to all contractors on a public works project, even if their part of the project is less than $30,000. If this Agreement includes work designated as “public work” the obligation to hire apprentices, as applicable, shall apply.

17.5 Provider when performing “public work” under this Agreement shall comply with all applicable wage and hour laws. Provider shall keep certified copies meeting the requirements of California Labor Code section 1776 of all Provider’s payroll records for its employees employed in connection with the “public work” and shall maintain and make the certified payroll records available for inspection as provided in section 1776.

ARTICLE 18 - NOTICES

Any notices required by this Agreement or arising hereunder shall be in writing and shall be personally served on an officer or managing employee of the other Party, or via e-mail, or sent by certified mail, return receipt requested, to the following addresses, or such other addresses as the respective Parties may hereafter designate in writing:

To the District: Consultant:

Agreement Manager

TITLE

Vallejo Flood and Wastewater District 450 Ryder Street Vallejo, CA 94590

CONSULTANT DESIGNEE

TITLE

COMPANY

ADDRESS 1

CITY, STATE, ZIP

Notices sent by certified mail shall be considered served three (3) days after they are postmarked. Notices sent by e-mail shall be considered sent upon delivery if a confirmation of delivery is received by the sender.

ARTICLE 19 - BOOKS AND RECORDS

19.1 Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to District for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant.

19.2 Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this

Agreement.

19.3 Any records or documents required to be maintained pursuant to this

Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the District Attorney, District Auditor, District

Manager, or a designated representative of any of these officers.