AGREEMENT FOR SERVICES

THIS AGREEMENT is made by and between the ALAMEDA COUNTY WATER DISTRICT (“DISTRICT”) located at 43885 South Grimmer Boulevard, Fremont, CA 94538 and XXXXX (“CONSULTANT”), located at ADDRESS, CITY, STATE ZIP CODE (“PARTIES”).

WHEREAS, the DISTRICT desires to obtain XXX (Services)and the CONSULTANT is ready, willing and able to furnish such services and has submitted a proposal dated, XXXXX, a copy of which is attached and incorporated as Attachment 1.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. RENDITION OF SERVICES

The CONTRACTOR agrees to provide services to the DISTRICT in accordance with the terms and conditions of this Agreement. CONTRACTOR represents that it will exercise the same degree of professional care, skill, efficiency, and judgment ordinarily used by consultants providing similar professional services. CONTRACTOR at all times will comply with all federal, state, and local laws, regulations and policies applicable to the services performed pursuant to this Agreement.

2. SCOPE OF SERVICES

The scope of the CONTRACTOR’s services is set forth in Attachment 1. However, to the extent that Attachment 1 is inconsistent with this Agreement, the Agreement will govern over Attachment 1.

3. TERM OF AGREEMENT

This Agreement will commence upon a written notice to proceed and conclude upon completion of work followed by final invoice submittal.

It is further understood that the Agreement is subject to the DISTRICT's right to terminate in accordance with Section 17 of this Agreement.

4. OWNERSHIP OF WORK

All reports, designs, drawings, plans, specifications, and other materials prepared, or in the process of being prepared, by CONTRACTOR, its employees, subcontractors, or agents under this Agreement (“Work Product”) shall be and are the property of the DISTRICT.

The DISTRICT shall be entitled to access and to copy the Work Product during the progress of the work. If requested by DISTRICT, CONTRACTOR shall deliver one copy of the Work Product remaining in the hands of the CONTRACTOR, or in the hands of any subcontractor, upon completion or termination of the work.

CONTRACTOR assigns to DISTRICT all right, title, and interest in and to the Work Product, including ownership of copyright in the Work Product. The DISTRICT may utilize any material prepared or work performed by CONTRACTOR pursuant to this Agreement, including computer software, in any manner which the DISTRICT deems proper without additional compensation to

CONTRACTOR. CONTRACTOR shall have no responsibility or liability for any revisions, changes, or corrections to the Work Product made by the DISTRICT, nor for any use or reuse of the Work Product for any purpose other than the Work unless CONTRACTOR accepts such responsibility in writing. The CONTRACTOR shall not disclose Work related data or information without the prior written consent of the DISTRICT.

5. USE OF SUBCONTRACTORS

CONTRACTOR shall not subcontract any Services to be performed under this Agreement without the prior written approval of the DISTRICT. CONTRACTOR may subcontract with service firms engaged in drawing, reproduction, typing and printing without the prior written consent of the DISTRICT. CONTRACTOR shall be solely responsible for reimbursing any subcontractor and the DISTRICT shall have no obligation to them.

6. CHANGES

The DISTRICT may, at any time, by written order, make changes within the scope of work and services described in this Agreement. If such changes cause an increase or decrease in the budgeted cost of or the time required for performance of the agreed upon work, an equitable adjustment as mutually agreed shall be made in the limit on compensation as set forth in Section 9 or in the term of the Agreement as set forth in Section 3, or both. In the event that CONTRACTOR encounters any unanticipated conditions or contingencies that may affect the scope of work or services and result in an adjustment in the amount of compensation specified herein, CONTRACTOR shall so advise the DISTRICT immediately upon notice of such condition or contingency. The written notice shall explain the circumstances giving rise to the unforeseen condition or contingency and shall set forth the proposed adjustment in compensation. This notice shall be given to the DISTRICT prior to the time that CONTRACTOR performs work or services related to the proposed adjustment in compensation. The pertinent changes shall be expressed in a written supplement to this Agreement prior to implementation of such changes.

7. RESPONSIBILITY; INDEMNIFICATION

To the fullest extent permitted by law, CONTRACTOR shall indemnify, keep and save harmless the DISTRICT, and its board members, officers, agents, and employees against any and all suits, claims, actions, damages, liabilities, costs, and expenses (collectively, “Liabilities”) for any personal injury (including death, bodily injury, emotional or mental distress, and loss of consortium), property damage, intellectual property infringement, or financial or economic loss that arises out of, pertains to, or relates to the negligence, recklessness, or the willful misconduct of the CONTRACTOR, its employees, subcontractors, or agents to the extent that such Liabilities arise out of the performance (or non-performance) of this Agreement. This duty to indemnify includes any proceedings, actions, damages, or penalties due to the violation of any governmental law or regulation, the compliance with which is the responsibility of the CONTRACTOR, its employees, subcontractors, or agents. CONTRACTOR further agrees to defend any and all such actions, suits, or claims, and pay all charges of attorneys and all other incurred costs and expenses relating to the investigation, defense, negotiation, or settlement of any action, suit, or claim, and to reimburse the DISTRICT for any and all legal and other costs and expenses incurred by the DISTRICT in connection with the defense of such actions, suits, or claims. If any judgment is rendered against the DISTRICT or any of the other individuals enumerated above in any such action, CONTRACTOR shall, at its expense, satisfy and discharge the same to the extent that the judgment is based on the CONTRACTOR’s agreement to indemnify as set forth in this section. This indemnification obligation will survive the termination or expiration of this Agreement. CONTRACTOR shall require its subcontractors to similarly indemnify, defend, and keep and save harmless, the DISTRICT.

8. INSURANCE

Minimum Insurance Requirements: CONTRACTOR shall procure and maintain for the duration of the Agreement insurance against claims for injuries or death to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, his agents, representatives, employees or subcontractors.

Coverage - Coverage shall be at least as broad as the following:

1. Commercial General Liability (CGL) - Insurance Services Office (ISO) Commercial General Liability Coverage (Occurrence Form CG 00 01) including products and completed operations, property damage, bodily injury, personal and advertising injury with limit of at least two million dollars ($2,000,000) per occurrence or the full per occurrence limits of the policies available, whichever is greater. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (coverage as broad as the ISO CG 25 03, or ISO CG 25 04 endorsement provided to the DISTRICT or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability - Insurance Services Office (ISO) Business Auto Coverage (Form CA 00 01), covering Symbol 1 (any auto) or if CONTRACTOR has no owned autos, Symbol 8 (hired) and 9 (non-owned) with limit of one million dollars ($1,000,000) for bodily injury and property damage each accident.

3. Workers' Compensation Insurance - as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Waiver of Subrogation: The insurer(s) named above agree to waive all rights of subrogation against the 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 the Named Insured for the DISTRICT; but this provision applies regardless of whether or not the DISTRICT has received a waiver of subrogation from the insurer.

If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, the DISTRICT requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the DISTRICT.

Other Required Provisions - The general liability policy must contain, or be endorsed to contain, the following provisions:

1. Additional Insured Status: DISTRICT, its directors, officers, employees, and authorized volunteers are to be given insured status (at least as broad as ISO Form CG 20 10 10 01), with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts, or equipment furnished in connection with such work or operations.

2. Primary Coverage: For any claims related to this project, the CONTRACTOR’s insurance coverage shall be primary at least as broad as ISO CG 20 01 04 13 as respects to the DISTRICT, its directors, officers, employees and authorized volunteers. Any insurance or self-insurance maintained by the DISTRICT its directors, officers, employees and authorized volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the DISTRICT.

Self-Insured Retentions - Self-insured retentions must be declared to and approved by the DISTRICT. The DISTRICT may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or DISTRICT.

Acceptability of Insurers - Insurance is to be placed with insurers having a current A.M. Best rating of no less than A: VII or as otherwise approved by the DISTRICT.

Verification of Coverage – CONTRACTOR shall furnish the DISTRICT with certificates and amendatory endorsements, or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the DISTRICT before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONTRACTOR’s obligation to provide them. The DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including policy Declaration pages and Endorsement pages.

Subcontractors - CONTRACTOR shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and CONTRACTOR shall ensure that the DISTRICT its directors, officers, employees, and authorized volunteers are an additional insured on Commercial General Liability Coverage.

Safety - In the performance of this contract the CONTRACTOR shall comply with all applicable federal, state and local statutory and regulatory requirements including, but not limited to California Department of Industrial Relations (Cal/OSHA) regulations; and the U.S. Department of Transportation Omnibus Transportation Employee Testing Act, related to their scope of work and operations. In case of conflict in regulations, the most stringent shall apply

9. COMPENSATION

The CONTRACTOR agrees to perform all of the work set forth in Attachment 1 for a not to exceed amount of XXXXX ($XXXX). The amount shall include all labor, materials, taxes, profit, overhead, insurance, travel, subcontractor costs, and all other costs and expenses incurred by the CONTRACTOR.

10. MANNER OF PAYMENT

Payment shall be made upon approval of invoices, no more than once a month. All invoices shall reference the Agreement number. The DISTRICT shall make payments to the CONTRACTOR for satisfactory Services performed and the costs of such services within thirty (30) calendar days from the date the DISTRICT receives the CONTRACTOR’s invoice. All invoices and supporting documentation, clearly identifying the Agreement number, shall be submitted by email, addressed to NAME, TITLE at accounting@acwd.com.

11. CONTRACTOR’S STATUS

Neither the CONTRACTOR nor any party contracting with the CONTRACTOR shall be deemed to be an agent or employee of the DISTRICT. The CONTRACTOR is and shall be an independent contractor, and the legal relationship of any person performing services for the CONTRACTOR shall be one solely between that person and the CONTRACTOR.

12. LABOR CODE REQUIREMENTS

A. Prevailing Wages CONTRACTOR shall comply with California Labor Code Sections 1770 to 1780, inclusive. In accordance with Section 1775, the CONTRACTOR shall forfeit as a penalty to DISTRICT an amount as determined by the Labor Commissioner not to exceed $200 for each calendar day or portion thereof for each worker paid less than stipulated prevailing wage rates for such Services or craft in which such worker is employed for any Services done under the contract by him or by any subcontractor under it in violation of the revisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage rate shall be paid to each worker by CONTRACTOR. Pursuant to the provisions of Section 1773 of the Labor Code, the DISTRICT has obtained the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime Work applicable to the Services to be done from the Director of the Department of Industrial Relations. Copies of the prevailing wage rates are on file at the DISTRICT and are available for review upon request.

B. Payroll Records This Contract is subject to monitoring and enforcement by the DIR pursuant to Labor Code Section 1771.4. The CONTRACTOR must post Site notices, as prescribed by regulation. CONTRACTOR and each subcontractor shall submit electronic certified payroll records to the California Labor Commissioner in the manner and format set forth in California Labor Code Section 1771.4. The CONTRACTOR and all subcontractors shall furnish the records specified in Labor Code Section 1776 directly to the Labor Commissioner, monthly in a format prescribed by the Labor Commissioner. The CONTRACTOR's attention is directed to the following provisions of Labor Code Section 1776. The CONTRACTOR shall be responsible for the compliance with these provisions by its subcontractors.

13. DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION

No contractor or subcontractor may be awarded a contract for public Services, unless registered with DIR pursuant California Labor Code section 1725.5.

14. ASSIGNMENT

CONTRACTOR shall not assign any of its rights nor transfer any of its obligations under this Agreement without the prior written consent of DISTRICT.

15. DISTRICT WARRANTIES

The DISTRICT makes no warranties, representations or agreements, either expressed or implied, beyond such as are explicitly stated in this Agreement.

16. DISTRICT REPRESENTATIVES

Except when approval or other action is required to be given or taken by the Board of Directors of the DISTRICT, the General Manager of the DISTRICT, or such person or persons as the General Manager shall designate in writing from time to time, shall represent and act for the DISTRICT on the day to day activities under this Agreement. For strictly contractual matters relating to this Agreement, an authorized representative of the Procurement and Contracts Division, shall represent and act for the DISTRICT.

17. TERMINATION

The DISTRICT shall have the right to terminate this Agreement at any time for cause or convenience by giving written notice to the CONTRACTOR. Upon receipt of notice of termination for convenience, the CONTRACTOR shall not commit itself to any further expenditure of time or resources. Upon receipt of notice of default, CONTRACTOR shall be afforded thirty (30) days to correct the identified deficiency(ies). If said deficiency(ies) are not corrected to the DISTRICT’s satisfaction, the Agreement will be terminated immediately.

If the Agreement is terminated for any reason other than a default by CONTRACTOR, the DISTRICT shall pay to CONTRACTOR in accordance with the provisions of Sections 9 and 10 all sums actually due and owing from DISTRICT for all services satisfactorily performed up to the day written notice of termination is given, plus any costs reasonably and necessarily incurred by CONTRACTOR to effect such suspension or termination. If the Agreement is terminated for default, the DISTRICT shall remit final payment to CONTRACTOR in an amount to cover only those services performed in full accordance with the terms and conditions of this Agreement up to the effective date of termination.

18. MAINTENANCE, AUDIT, AND INSPECTION OF RECORDS

The CONTRACTOR shall permit the authorized representatives of the DISTRICT to inspect, audit, make copies and transcriptions of books and all data and records of the CONTRACTOR relating to its performance under the Agreement, if requested.

19. RELEASE OF INFORMATION

CONTRACTOR shall not release any reports or other information prepared in connection with this Agreement without the approval of the General Manager.

20. KEY PERSONNEL

XXXX, TITLE serve as the primary staff person of CONTRACTOR to oversee all of the services under this Agreement.

21. NOTICES

All communications relating to the day-to-day activities of the project shall be exchanged between the DISTRICT’s Contract Administrator and the CONTRACTOR’s Account Manager.

All other notices and communications deemed by either party to be necessary or desirable to be given to the other party shall be in writing and may be given by personal delivery to a representative of the parties or by mailing the same postage prepaid, addressed as follows:

The address to which mailings may be made may be changed from time to time by mailed notice as described above. Any notice given by mail shall be deemed given on the day after that on which it is deposited in the United States Mail as provided above.

22. ATTORNEYS’ FEES

If any legal proceeding should be instituted by either of the parties to enforce the terms of this Agreement or to determine the rights of the parties under this Agreement, the prevailing party in said proceeding shall recover, in addition to all court costs, reasonable attorneys’ fees.

23. APPLICABLE LAW

This Agreement, its interpretation and all work performed under it shall be governed by the laws of the State of California, venue the courts of the County of Alameda.

24. BINDING ON SUCCESSORS

All of the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives.

25. SEVERABILITY

Should any provision, or portion of a provision, herein be found or deemed to be invalid, this Agreement shall be construed as not containing such provision, or portion of such provision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are declared to be severable.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the last signature date set forth below.

ALAMEDA COUNTY WATER DISTRICT

Signature:

Name: XXXXXXXX

Title: XXXXXXXX

Date:

CONSULTANT*

Signature:

Name: XXXXXXXXX

Title: XXXXXXXXX

Date

Signature:

Name: XXXXXXXXX

Title: XXXXXXXXX

Date

ATTEST:

District Secretary

*If Consultant is a corporation, the Contract must be executed by two corporate officers, one from each of the following categories

1) the President, the Vice President or the Chair of the Board, and 2) the Secretary, Assistant Secretary, Chief Financial Officer, or Assistant Treasurer.