3-RFP 3904 Service Ts and Cs FINAL.pdf

SERVICE TERMS AND CONDITIONS

AUTOMATED GATE REPAIR SERVICES

THIS AGREEMENT, is hereby made and entered into the ____ day of _______________, 2026, by and between the EASTERN MUNICIPAL WATER DISTRICT, ("EMWD"), and «COMPANY» (“Company”). EMWD and Company may singularly be referred to as a “Party” or collectively be referred to as "Parties."

WHEREAS, Company responded to EMWD's Request for Proposal through a Proposal dated «Month» «Day», 2026, which is incorporated herein by reference.

WHEREAS, Company’s principal place of business is located at the following address:

«CoAddress6».

WHEREAS, EMWD’s principal place of business is located at the following address: 2270 TRUMBLE

ROAD, PERRIS, CA 92570.

WHEREAS, EMWD desires to engage the services of Company to provide services as set forth in RFP 3904 (Automated Gate Repair Services) during the period covered by this Agreement.

WHEREAS, Company agrees to provide such services pursuant to this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, EMWD and Company agree as follows:

TERMS

1. INCORPORATION OF RECITALS

The Recitals and section titles set forth herein are incorporated herein and are an operative part of this Agreement.

2. SERVICES TO BE PERFORMED

The Company shall, in good workmanlike and professional manner, furnish the services as set forth in RFP 3904 (Automated Gate Repair Services). Company understands that there is no guarantee of subsequent work assignments given or implied by entering into this Agreement.

3. TIME FOR COMPLETION

The term of this Agreement shall cover a 3-year time period commencing on June 1, 2026, and continuing until May 31, 2029, with up to two (2), optional one-year extensions which shall be exercised at EMWD’s sole discretion, unless extended or sooner terminated as provided for herein. This agreement shall terminate upon completion of the term covered under this agreement.

4. COMPENSATION

Pricing shall remain firm-fixed for the first year of the Agreement. One (1) price adjustment will be considered each year, on the anniversary date of the Contract, as a result of:

i. Supply price increases to the Company; or

ii. Governmental or Regulatory District increases to the trade; or

iii. Consumer Price Index (CPI) increases to the industry or Producers Price Index (PPI)

Any request for a price adjustment must be substantiated with documentation from a manufacturer or government agency and must be submitted in writing at least 30 days prior to the anniversary date of the Contract. In no event will the allowed increase be more than three (3) percent. EMWD will be the sole judge of acceptable annual price adjustments.

EMWD shall not accept any minimum purchase requirements, quantities, or dollars.

5. ENGAGEMENT OF COMPANY

Company agrees to furnish and install the goods and/or services as stipulated herein, in accordance with the terms and conditions contained herein. Company will supply all labor, tools, equipment, materials, and expertise required to complete the work in a timely and workmanlike manner consistent with industry standards. Company agrees to perform the work in accordance with the terms and conditions of this contract, the forms attached hereto and incorporated herein by reference, and all applicable local, EMWD and federal laws, rules and regulations in effect at the time the services are provided.

6. TIME PERIOD

Company shall complete the work required herein in accordance with the schedule contained in the Proposal or as negotiated at the meeting between EMWD and Company after receipt of a fully executed purchase order, contract, or other Notice to Proceed where applicable. Time extensions will be granted, as reasonable, if Company’s performance of services is delayed by reason of strikes, boycotts, accidents, acts of God, weather, or other circumstances beyond Company’s control.

7. OTHER AGREEMENTS OR UNDERSTANDINGS

To the extent the terms and conditions herein are inconsistent with the terms and conditions contained in Company’s proposal, the terms and conditions in this document shall govern. There are no understandings or agreements except as herein expressly stated.

8. PAYMENT FOR SERVICES/PRODUCT

EMWD will remit payment following receipt of invoice after internal validation and acceptance. If an invoice is in error, EMWD will pay the accurate amount of the invoice, or the invoice will be returned to the Company for correction and reissue.

In connection with any cash discount specified in this proposal, time will be computed from the date of services performed or product acceptance/receipt as specified, or from the date correct invoices are received by EMWD if the latter date is later than the date of services performed. For the purpose of earning the discount, payment is deemed to be made on the date of mailing of EMWD warrant or check.

Payment for goods and/or services received shall be made in accordance with the payment schedule and payment terms contained in this Proposal or as negotiated by EMWD and Company. Payment is deemed to be made on the date of mailing of the check.

The Company shall email invoices referencing the appropriate contract number to:

apuser@emwd.org or mail to :

Eastern Municipal Water District Attn: Finance Department

P.O. Box 8300 Perris, CA 92572-8300

9. RIGHT TO WITHHOLD PAYMENT

EMWD may withhold or nullify the entire payment, or a portion of any payment due to Company to such extent as may be reasonably necessary to protect EMWD from loss as a result of:

A. Defective work not remedied in accordance with the provisions of the contract; or B. Claims or liens filed or reasonable evidence indicating probable filing of claims or liens;

or C. Failure of Company to make payment properly for labor, services, materials, equipment, or other facilities or to Subcontractors; or D. Damage to other work on property; or E. Failure of the Company to maintain all records as required; submitting progress schedules, and any other such items as may be required herein.

10. CHANGE ORDERS

Change Orders are defined as additional work and/or changes to the scope of this Request for Proposal. Change Orders may be required and ordered in writing by EMWD with mailto:apuser@emwd.org agreement by Company. No Change Orders shall be authorized by EMWD unless a request therefore is submitted in writing to EMWD with an estimate of additional hours of work to be performed and/or additional goods or materials to be supplied and the associated costs provided. Change Orders performed without written authorization will not be approved for payment.

11. ASSIGNMENT, SUBCONTRACTING, OR INSOLVENCY

A. No performance of this contract or any portion thereof may be assigned or subcontracted by the Contractor without the express written consent of EMWD.

Any attempt by the Contractor to assign or subcontract any portion of this contract without the express written consent of EMWD shall be invalid and shall constitute a breach of this contract. Whenever the Contractor is authorized to subcontract or assign, the terms thereof shall incorporate by reference and not conflict with this contract.

B. Contractor agrees that if there is a change in ownership prior to completion of this contract the new owners will be required under terms of sale to assume this contract and complete it to the satisfaction of EMWD.

C. No other Subcontractor other than those listed on the List of Subcontractors Form shall be permitted to perform services under this contract without the express written consent of EMWD.

D. The request for assignment or subcontract and EMWD’s approval or disapproval is not to be construed as an excuse for non-compliance with any other provision of law and the singed contract, including but not limited to the “Subletting and Subcontracting Fair Practices Act” or any other contracting requirements relating to substitution of subcontractors.

E. In the event that the company shall become insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or for reorganization or pursues any other remedy under any law relating to the relief of debtors, or in the event a receiver by appointed of Company’s property or business, EMWD may, at its option, cancel this contract.

12. STATUS OF COMPANY

Company will be considered for all purposes an independent Contractor and will not at any time directly or indirectly act as an agent, servant or employee of EMWD or make any commitments or incur any liabilities on behalf of EMWD without its express written consent. All personnel furnished by Company will be employees of the Company and Company will pay all salaries and expenses of, and all federal, social security taxes, federal and state unemployment taxes, and any similar payroll taxes relating to such personnel, and will carry Worker’s Compensation Insurance for such personnel. Neither Company nor any of his/her employees or agents shall have any claim under this contract or otherwise against EMWD for vacation pay, paid sick leave, retirement benefits, social security, workers compensation, health, disability, unemployment insurance benefits or other employee benefits of any kind.

13. LICENSING AND PERMITS

Company shall be licensed, as required, in accordance with the laws of this state. Company further warrants that it has all necessary permits, approvals, certificates, waivers and exemptions necessary for the provision of goods/services hereunder and required by the laws and regulation of the United States, State of California, the County of Riverside and all other appropriate governmental agencies and shall maintain these throughout the term of this Contract.

14. WARRANTY

i. Company warrants that all Services performed under this Agreement shall be performed in a competent manner in conformance with EMWD’s specifications and all applicable professional standards and that all equipment, materials and supplies provided hereunder or used in connection with the performance of such Services shall be of first rate quality, in strict compliance with EMWD’s specifications and any and all applicable industry standards, and free of defects in design, workmanship, and materials.

ii. If the Services do not meet the warranties specified herein, Company shall promptly correct, without expense to EMWD, all Services which are not completed to the reasonable satisfaction of EMWD, and all specifications, drawings, or instructions set forth in or referenced in the Order(s). Company shall re-perform the Services and repair or replace all equipment, materials, and supplies, and make all corrections of Services, equipment, materials and supplies, including disassembly and re-assembly, which do not conform to the foregoing warranties, upon written notice thereof anytime such defects appear within twelve (12) months after EMWD’s acceptance of the Services performed hereunder.

15. COMPANY’S RESPONSIBILITIES

A. EMPLOYEES

1. Background/Security: Company warrants that all personnel engaged in the performance of this work are legal employees of the Company, possess sufficient experience, and have been subject to a background check for criminal history.

During the term of this contract, Company shall notify EMWD of any employee performing this work that has a criminal conviction.

2. Conduct: Company shall not allow any person(s) under the influence of alcohol or drugs on EMWD’s property. Neither shall the Company allow the use or presence of alcohol or drugs on EMWD’s property. Any employee or Subcontractor or Company performing work on EMWD property while under the influence of alcohol or drugs or whose conduct interferes with proper performance of the work or with EMWD’s operations shall be immediately removed from the work site and not permitted at the worksite thereafter.

3. Supervision: Company shall provide a supervisor or foreman who shall be present at all times during contract operations, and who shall be responsible for both the conduct and workmanship. The supervisor or foreman shall be able to communicate effectively in both written and oral English.

4. Company Representatives: EMWD reserves the right to require a change in company representatives if the assigned representative(s) is (are) not, in the opinion of EMWD, adequately meeting the needs of EMWD.

While performing Services, Contractor’s personnel shall at all times present a professional appearance wearing neat, clean uniforms with Contractor’s company name displayed on uniform shirt, jacket, and safety vest and all required PPE. Contractor personnel shall maintain the highest level of professional standards in attire, decorum, and interaction with the public and EMWD personnel. Contractor shall ensure that all personnel providing Services conduct themselves at all times in a professional manner that reflects well on EMWD.

EMWD reserves the right to request removal of any Contractor personnel deemed inappropriate for assignment to duty on EMWD properties. In the event EMWD is dissatisfied with Contractor’s personnel, Contractor shall replace said personnel within one (1) day of receiving written or verbal notification of such from EMWD

The contractor shall provide coverage when staffing changes occur. Contractor shall guarantee that all scheduled services described in the scope of work shall be provided on-time and in full. Contractor shall provide adequate staffing to meet the requirements of the scope of work and shall ensure that the schedule of services provided shall not lapse or have interruptions due to contractor/vendor staff scheduled vacations, sick days, family leave, etc.

Company representatives may be required to carry access badges in order to perform work on EMWD sites. Contractor will be required to leave a $50.00 deposit ($10 Fee/$40 is refundable upon access badge return) for each access badge issued.

5. Training: Company shall have an ongoing training program for its entire staff.

Company shall provide only personnel that have been fully trained for performance of this work. Supervisors shall have been trained in supervision as well as technical training. Training shall be conducted no less than at frequency adequate to ensure that employees retain the critical knowledge and skills required to safely perform all assigned tasks and duties.

6. Gifts and Gratuities: Company shall establish precautions to prevent its employees or agents from making, providing, or offering gifts, entertainment, payments, loans or other considerations which could be deemed or appear to influence individuals to act contrary to the best interest of EMWD.

7. Notice of Security Breach: In the event Company has actual knowledge of or reason to believe that there has been a security breach of their systems, including breaches of email accounts and telephone used to conduct business to provide the Services, herein called “Security Breach”, Company shall promptly, but within no more than 72 hours, notify EMWD. Company shall use commercially reasonable efforts necessary including those as may be required by law, to contain such Security Breach and to prevent any further Security Breaches that may affect EMWD. Company shall also require its third-party Vendors, subconsultants, and Subcontractors to comply with this clause

B. RECORDS

Company shall maintain an accurate record showing name of employee, classification, actual hours worked, wages paid, and any benefits paid to each employee.

C. RESTRICTIONS

Unauthorized use of EMWD equipment is prohibited by the Company or their employees. EMWD telephones shall not be used for personal or business reasons with the following exception(s):

1. To report need of medical aid, fire, or need of law enforcement, use 9-911 number.

2. Notification to EMWD’s IOC center (951-928-3777, ext. 6265) of damage as required in this contract.

16. NON-DISCRIMINATION IN EMPLOYMENT

Company shall not discriminate against any worker, employee, or applicant for employment because of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation. Company agrees upon request to provide EMWD with Certificate of Submission of Current Compliance Report or Compliance Report Notification.

17. PAYMENT OF SUPPLIERS

Company shall pay all sums of money that become due from any labor, services, materials, or equipment furnished to Company on account of said services to be rendered or said material to be furnished under this contract. Company shall fully discharge each such obligation at the time performance of the obligation matures and becomes due. Prior to payment, Company shall provide, and unconditional waiver and release form as authorized by Civil Code Section 8138, signed by each material supplier and Subcontractor involved on the project.

18. NON-PERFORMANCE OF DUTIES

Should EMWD find the Company in default by not performing duties as per requirements, EMWD will immediately notify the company’s representative verbally. If corrections are not made within five (5) working days of verbal notice, EMWD will then notify Company in writing of non-performance. If corrections are not made within five (5) working days of written notice, EMWD may terminate the contract with cause.

19. TERMINATION

This contract may be terminated for any reason set forth below:

A. With Cause

In the event of any breach by the Company of the conditions set forth in this contract, including any non-performance of duties, EMWD may, without prejudice to any of its legal remedies, terminate this contract for cause upon five (5) days written notice to the Company. Upon contract termination, EMWD reserves the right to complete the work at its convenience and timing as deemed necessary.

EMWD may procure the articles or services from other sources and may deduct from any unpaid balance due the other sources, together with EMWD’s legal and administrative expenses, to the extent EMWD total cost exceed the contract price hereunder.

B. Without Cause EMWD reserves and has the right to immediately suspend, cancel or terminate this contract for its convenience for any reason whatsoever, and at any time upon written notice to the Company. In the event of such termination, EMWD’s only obligation to Company will be payment for goods received or services rendered up to and including the effective date of termination. EMWD shall not be liable for other costs nor for prospective profits on goods not delivered or services not performed.

C. Appeal Procedure In the event of termination with or without cause, Company shall have the right to request a hearing in which it shall have the opportunity to address the reasons for the termination. Said request shall be in writing and submitted within five (5) days of issuance of the Notice of Termination. The Senior Director of Administrative Services or his or her designee shall be the hearing officer. The hearing shall be held within 30 days of a written request for same.

20. HOLD HARMLESS AND INDEMNIFICATION

EMWD, its agents, officers and employees shall not be liable for any claims, liabilities, penalties, fines or any damage to property, whether real or personal, nor for any personal injuries or death caused by, or resulting from, or claimed to have been caused by or resulting from, any act or omission of Company. Company herby agrees to indemnify and hold harmless and defend EMWD and its authorized agents, officers and employees against any of the foregoing liabilities, claims, and/or any costs or expense that is incurred by EMWD on account of any of the foregoing liabilities, including liabilities or claims by reason of Company’s action in the performance of services under this contract excluding, however, such liability, claims, losses, damages or expenses arising from EMWD’s sole negligence or willful acts. All rights and remedies of EMWD specifically set forth in this order shall be in addition to any other rights and remedies provided in law or in equity.

21. FORCE MAJEURE

Either party to this contract shall be excused from performance hereunder during the time and to the extent that it is prevented from performing the work and acts of God, fire, sabotage, unanticipated labor dispute or walkout, freight embargos, commandeering of materials, products, plants or facilities through acts of government agencies, and other unforeseen circumstances beyond the nonperforming party’s control if satisfactory evidence thereof is presented to the other party establishing the facts of the circumstances and that nonperformance is not due to the fault or neglect of the nonperforming party.

Provided that delay caused by circumstances beyond the Company’s control and not foreseeable is established, EMWD may grant Company a reasonable extension of time to complete the work. EMWD shall be advised immediately in writing and a definite delivery or completion date shall be proposed for EMWD’s consideration. In no event shall Company be excused for any inability to obtain goods or services necessary for Company’s performance, or ordinary delays and accidents, or for failure to take reasonable precautions or actions to mitigate the delay. Acceptance of delay shall be at EMWD’s discretion and solely for the purpose of mitigating damages.

22. SEVERABILITY

If any of the provisions contained herein are held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect without being impaired or invalidated in any way.

23. GOVERNING LAW AND VENUE

This contract will be made under, and governed by, the laws of the State of California.

Venue for any dispute shall be brought exclusively in the state courts located in Riverside County, California, and the Parties hereto consent to the exercise of personal jurisdiction over them by any such courts for purposes of any such action or proceeding.

24. WORK PRODUCT

All original papers, maps, models, designs, studies, surveys, reports, data, notes, computer files, documents, drawings and other work product (collectively “Work Product”) of Company created by Company pursuant to this contract, except documents which are required to be filed with public agencies, shall be deemed solely the property of EMWD. Company will take such steps as are necessary to perfect or protect the ownership interest of EMWD in such Work Product. Company hereby assigns and transfers to EMWD all right, title and interest in all copyrights, patents, trademarks, trade secrets and other proprietary rights (“Intellectual Property”) in the Work Product that Company develops for EMWD under this Contract. Upon completion, expiration or termination of this contract, Company shall turn over to EMWD, in EMWD’s preferred format, all such original Work Product in Company’s possession or control.

25. PATENT FEES AND ROYALTIES

Company shall pay all license fees and royalties and assume all costs incident to the use in the performance of the work or the incorporation in the work of any invention, design, process, product, or device which is the subject of patent right or copyrights held by others. Company shall indemnify and save harmless EMWD from all liabilities, judgements, costs, damages, and expenses which may result from the infringement of any patents, trademarks, and copyrights by reason of the use of any proprietary materials, devices, equipment, or processes incorporated or used in the performance of the work.

26. CONFIDENTIAL/PROPRIETARY INFORMATION

Be advised that all information contained in proposals submitted in response to this solicitation is subject to the California Public Records Act (Government Code Sections 6250 et seq.), and the information’s use and disclosure are governed by this Act.

Government Code Section 6250 provides that “access to information concerning the conduct of the people’s business is a fundamental and necessary right of every person in this state.” As such, all proposals and required submittal information may be subject to disclosure to the general public under the California Public Records Act, unless specifically identified as trade secret, proprietary, and/or confidential. Only pages within each proposal and/or submittal that are in fact a trade secret, proprietary, and/or confidential shall be marked as such. EMWD reserves the right to reject any proposal received which does not meet the aforementioned criteria.

Proposers may provide supplemental information they consider to be exempt from public disclosure under the provisions of the California Public Records Act, including asserted “trade secret” information. Such supplemental information shall not be material to the required submittal information and EMWD shall be under no obligation to consider such supplemental information in its evaluation. Please be advised that any such supplemental information submitted to EMWD is subject to the California Public Records Act and may be released by EMWD as required by the Act, a court order, or other legal process.

If submitting confidential, supplemental information, such information shall be submitted separately from the rest of the submittal and shall be clearly marked "Confidential". Any confidential/proprietary submittals will be considered as exceptions and scored as such in the contractual selection criteria.

The following California Civil Code provision defines “trade secret” as information that:

1. derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and

2. is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Additionally, California courts have consistently held that when individuals or businesses voluntarily enter into the public sphere, they diminish their privacy interests. (California State Univ. v. Superior Court (2001) 90 Cal.App.4th 810, 834.).

In the event of litigation concerning the disclosure of information Proposer considers exempt (e.g., Trade Secret, Confidential, or Proprietary) EMWD shall act as a stakeholder only, holding the information until otherwise ordered by a court or other legal process. If EMWD is named in an action arising out of a California Public Records Act request for any information Proposer deems confidential, proprietary, or trade secret, Proposer shall defend at its own expense and indemnify EMWD, its officers, employees, and agents from any and all liability, claims, losses, damages, costs, and expenses, including attorney’s fees, in any such action or proceeding arising under the California Public Records Act.

27. EMWD HOURS

EMWD’s business hours are 8:00 a.m. to 5:00 p.m. with receiving between the hours of

7:30 a.m. – 3:00 p.m., Monday through Friday. EMWD will be closed on the following days:

1. New Year’s Day

2. Martin Luther King Jr. Day

3. President’s Day

4. Memorial Day

5. Fourth of July

6. Labor Day

7. Veteran’s Day

8. Thanksgiving Day and the day after

9. Christmas Day

28. PRE-JOB CONFERENCE

EMWD may arrange for a pre-job conference to be attended by Company’s representatives, major Subcontractors, and others whose input may be desired. The purpose of this conference is to establish a working understanding between the parties and to discuss the work schedule, submittals, approvals, invoices and their processing, and such other information as may be pertinent to the work.

29. RESPONSIBILITY FOR JOB SITE CONDITIONS

In accordance with generally accepted practices, Company will be required to assume sole and complete responsibility for job site conditions during the course of the work, including safety of all persons and property, and this requirement shall be made to apply continuously and not be limited to normal working hours. In this regard, Company assumes sole responsibility for any loss or damage, inducing theft and vandalism, to Company’s completed work, work in process, materials, supplies and equipment of the work site, in storage or in transit until the work is accepted by EMWD. Company and subcontractors shall abide by the highest professional standards within the industry. All work and quality assurance shall be in accordance with RFP guidelines.

Company shall, at all times, while providing services, keep the immediate and surrounding service area clean and free of debris, trash, and other hazards that would impair operations of EMWD properties as determined by EMWD.

30. DISPUTES

If any disputes should arise between Company and EMWD Concerning the work to be done under this contract, the payments to be made, or the manner of accomplishment of the work, Company shall nevertheless proceed to perform the work as directed by EMWD pending settlement of the dispute.

31. ATTORNEYS’ FEES

In the event an action is commenced by a party to this contract against the other to enforce its right or obligations arising from this contract, the prevailing party in such action, in addition to any other relief and recovery ordered by the court or arbitration, shall be entitled to recover all litigation and collection expenses, witness fees, court costs, plus reasonable attorney’s fees.

32. SAFETY

Company will be responsible for safety related to and during the performance of the work hereunder. Company will ensure that Company’s employees and the employees of the sub-contractors are notified of, and observe and abide by, all safety regulations and laws, including but not limited to, EMWD’s General Safety Requirements (Section 2). Company shall include provisions for compliance with all safety regulations and laws, including EMWD’s General Safety Requirements, in all sub-contracts.

EMWD is a Cal-VPP site and as such, its safety requirements may be more stringent than applicable Federal, State, local, or other regulatory requirements. In addition to EMWD’s General Safety Requirements, job specific safety requirements will be discussed at the pre-job/construction meeting and the Company will be required to sign a statement acknowledging that all safety requirements discussed during the meeting will be strictly enforced during the term of this contract. EMWD shall have the right to immediately order Company to suspend all or any part of the work related to actual or potential safety violations and may proceed with termination pursuant to Paragraph 19. Company shall have an up-to-date and fully implemented Covid-19 Prevention Program that meets or exceeds the Cal/OSHA Covid-19 Emergency Regulations (T8CCR3205).

33. INSURANCE

Company shall not commence work under this contract until company has provided EMWD with the required policies of insurance as described in Section 3 and valid Certificate(s) of Insurance for said policies of insurance. Company shall immediately notify EMWD of any damage to property and/or injury to, or death of, person(s), which occurs in connection with or is in any way related to the work. Company shall furnish EMWD a written report of any such damage or injury within three (3) working days.

34. DEPARTMENT OF INDUSTRIAL RELATIONS REQUIREMENTS

i. PREVAILING WAGES

Company shall ensure that prevailing wages are paid to all of their employees and Subcontractor’s employees in accordance with State of California Labor Code, Section 1770, et. seq. Said rates are accessible from the Department of Industrial

Relations at www.dir.ca.gov/dlsr/DPreWageDetermination.htm and will be made available at EMWD office for review to any interested party upon request. Company shall post such determinations at Company and Subcontractor job site(s) when appropriate. If requested, certified payroll records will be furnished to EMWD within ten (10) days after receipt of a written request. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. The prime Company shall post such notice at job site.

Company shall forfeit, or require the forfeit by a Subcontractor, as penalty to EMWD, $50.00 for each calendar day, or portion thereof, for each worker paid less than the said stipulated prevailing wage rates for any work done under this contract in violation of the provisions of the California Labor Code, Section 1775. In addition, EMWD shall not be responsible for, and Company shall be required to pay each affected worker the difference between the 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 prevailing wage rate by the Company or Subcontractor.

ii. CONTRACTOR REGISTRATION A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. (California Labor Code 1771.1(a)). Contractor registration information can be found at https://services.dir.ca.gov/gsp?id=dir_gsp_business_contact_register.

Any Contractor or Subcontractor who bids on or performs work that requires the payment of prevailing wages under state law must be registered with DIR. This includes not only work performed by the building and construction trades, but also other types of work, including trucking, surveying, and testing, if that work is subject to prevailing wage requirements.

Contractors who work exclusively on small public works projects are not required to register as a public works contractor or file electronic certified payroll reports for those projects. Contractors are still required to maintain certified payroll records on http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm https://services.dir.ca.gov/gsp?id=dir_gsp_business_contact_register a continuous basis and provide them to the Labor Commissioner’s Office upon request.

The small project exemption applies for all public works projects that do not exceed:

• $25,000 for new construction, alteration, installation, demolition, or repair

• $15,000 for maintenance

iii. WORKER CLASSIFICATION Contractor agrees to provide worker classification information to assist EMWD in completion of Contract award notice to Department of Industrial Relations.

35. NOTICE TO PROCEED

No services shall be performed or furnished under this contract unless and until an authorized contract or purchase order has been issued to the successful company and has been fully executed by both parties. Said fully executed contract shall serve as the notice to proceed.

36. ENVIRONMENTAL COMPLIANCE

The Contractor shall comply with all requirements of applicable Federal, State and local environmental rules and regulations. Any infractions of said rules and regulations by the Contractor during the term of the contract, which result in penalties, will be the responsibility of the Contractor.

37. CALIFORNIA AIR RESOURCES BOARD IN-USE OFF-ROAD DIESEL VEHICLE REGULATION

Buyer/CA use when rental soliciting standalone and equipment rental is anticipated The rental unit provided shall comply with the applicable requirements in the California Air Resources Board (CARB) In-Use Off-road Diesel Vehicle Regulation. This unit shall be provided to EMWD with a legible CARB compliant label with the CARB assigned equipment identification number (EIN). The rental company shall remain the equipment owner and the rental unit will not be included in EMWDs fleet inventory. The rental unit provided shall be CARB compliant and shall meet the applicable CARB Tier requirements at the time of rental. The rental company shall provide a copy of valid Certificate of Reported Compliance with the Regulation for In-Use Off-Road Diesel-Fueled Fleets with their proposal. Upon request, a copy of a valid certificate must be provided to EMWD fo each year of the contract period.

EMWD operates under a number of environmental permits issued by various agencies. If due to an action, inaction or negligence by the Contractor EMWD becomes subject to non-compliance penalties, the cost of such penalties shall be borne by the Contractor.

38. CALIFORNIA AIR RESOURCES BOARD (CARB) OFF-ROAD, ON-ROAD AND ON-ROAD

HEAVY VEHICLE REGULATIONS

A. In Use Off Road Diesel Regulation (ORD) 13 CCR 2449-2449.2 (Amendments Effective 10/01/2023) All off-road diesel-fueled construction vehicles used for this project shall be in accordance with the CARB In-use Off-road Diesel-fueled Fleet Regulation (Title 13 CCR, Division 3, Chapter 9, Article 4.8, as amended, effective 10/1/23.) This also applies to equipment used by subcontractors and/or rental equipment.

All off-road diesel-fueled construction vehicles used for this project shall be CARB compliant and shall meet the applicable CARB Tier requirements at the time of use for the project. The Contractor shall use renewable diesel (R99 or R100) for all construction vehicles and equipment as required by CARB. The equipment shall be labeled with a legible CARB issued Equipment Identification number (EIN).

The contractor shall be responsible for verifying that the off-road equipment used for the project, including equipment used by subcontractors and/or rental equipment, meets the CARB requirements.

The contractor shall provide copies of valid CARB Certificates indicating compliance with the In-Use Off-Road Diesel-Fueled Fleets Regulation for vehicles used to execute the project scope. This includes the contractor and any listed subcontractors. Copies shall be included in the bid proposal. If the subject regulation is not applicable to equipment owned by the contractor or listed subcontractors, then the contractor must provide supporting documentation in the bid proposal. Not providing copies of the certificate(s) or supporting documentation may deem your bid non-responsive.

The contractor is responsible for maintaining compliance with the In-Use Off-Road Diesel- Fueled Fleets Regulation for the contract term and for verifying compliance certificates for any subcontractors used throughout the contract term. Copies of subsequent annual certificates for the contract term shall be maintained and provided to EMWD upon request.

The contractor shall sign and date the Contractor Mobile Source Acknowledgement Form (Form C24) and include it in the bid proposal to acknowledge and certify understanding of the fleet requirements. Not providing the signed form may deem your bid non-responsive.

B. CARB Clean Fleets (ACF) 13 CCR 2013 – 2013.4; 13 CCR 2015 – 2015.6 CARB On-Road Vehicle Disclosure. On-road vehicles with a GVWR greater than 8,500 lbs.

and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets

The above requirements may apply to the contractor, their subcontractors, and rented equipment. If applicable, the contractor is responsible for maintaining compliance with the Advanced Clean Fleets Regulation for the contract term. The contractor shall be responsible for verifying compliance with the CARB Advanced Fleet Regulations when they hire and operate or hire and direct the operation of on-road vehicles from others for the project. The contractor shall keep supporting records and documentation to demonstrate compliance with the Advanced Clean Fleets Regulation and shall provide it to EMWD upon request.

The contractor shall sign and date the Contractor Mobile Source Acknowledgement Form (Form C24) and include it in the bid proposal to acknowledge and certify understanding of the fleet requirements. Not providing the signed form may deem your bid non-responsive.

C. CARB Truck and Bus Regulation [13 CCR 2025] All on-road heavy duty vehicles used for this project shall be in accordance with California Air Resources Board (CARB) In-Use On-road Diesel Vehicle Regulation (Truck and Bus Regulation; Title 13 CCR, Division 3, Chapter 1, Article 4.5, section 2025). This includes the use of 2010 model year or newer engines in any diesel heavy duty truck used for this project.

This also applies to equipment used by subcontractors and/or rental equipment.

D. CARB Heavy Duty Inspection and Maintenance Program 13 CCR 2195 – 2199.1 All on-road heavy duty vehicles used for this project shall conform to the CARB Heavy Duty Vehicle Inspection and Maintenance Program requirements Title 13 CCR, Division 3, Chapter 3.7, Section 2195-2199. This also applies to equipment used by subcontractors and/or rental equipment.

The contractor is responsible for verifying that equipment used for the project, including equipment used by subcontractors and/or rental equipment, meets the CARB requirements. The contractor shall maintain compliance throughout the contract. The contractor shall keep supporting records and documentation to demonstrate compliance with the Truck and Bus Regulation and Heavy-Duty Inspection and Maintenance Program and shall provide it to EMWD upon request.

The contractor shall sign and date the Contractor Mobile Source Acknowledgement Form (Form C24) and include it in the bid proposal to acknowledge and certify understanding of the fleet requirements. Not providing the signed forms may deem your bid non-responsive.

https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets

39. TARIFFS

In the event that tariffs, duties, or similar government-imposed charges are applied, increased, decreased, or repealed with respect to materials or products imported and used in the performance of this Contract, the Supplier shall provide written notification to EMWD within fifteen (15) business days of such change. This notification must include detailed documentation justifying the impact of the tariff change on the cost of materials, including but not limited to supplier invoices, government notices, and a breakdown of cost adjustments directly attributable to the tariff change. No adjustment to the contract price will be considered without such documentation. EMWD reserves the right to audit and verify all cost claims associated with tariff adjustments. In the event that tariffs are decreased or repealed, resulting in a reduction of material costs, the Supplier shall promptly notify EMWD in writing and adjust the contract price to reflect the corresponding cost reduction. Failure to notify EMWD of such reductions within fifteen

(15) business days may result in the withholding of payments or other remedies as determined appropriate by EMWD. All tariff-related adjustments shall be subject to EMWD’s written approval and shall not be deemed effective unless and until such approval is granted.

40. EVALUATION OF CONTRACTOR PERFORMANCE

In the first year, and upon completion of the first quarter of the contracted services, EMWD shall conduct a ninety (90) day Contract Review. The initial review will be an opportunity to address any outstanding issues and make corrections for moving forward with the remainder of the contract term. EMWD shall look at items such as: Services being provided according to contract scope and terms, invoices reflecting the prices submitted on the RFP Price Form, performance, or safety issues to discuss or correct with the Contractor.

At each anniversary date, EMWD shall conduct a Performance Assessment Review (PAR).

The PAR will examine the overall contractor performance for the past year. The results of this PAR shall be shared with the Contractor. Opportunity will be made available to the Contractor to make any necessary corrections and to provide feedback.

41. GENERAL SAFETY REQUIREMENTS – (REV. 06/24)

41.1. RESPONSIBILITY

The Company is responsible for ensuring that all activities in connection with the work to be performed conform fully to the standards referenced herein. This requirement applies to all activities performed, operated, maintained, or constructed by the Company, Subcontractor, supplier, or any other agent of the Company performing work. Further, no employee or Subcontractor of the Company is to engage in work under conditions which are unsanitary, hazardous, or dangerous to their health or safety or otherwise in violation of any applicable Federal, State, or local safety, health, and sanitation laws or regulations.

A. Injury and Illness Prevention Program and Code of Safe Practices: The Company shall have an Injury and Illness Prevention Program and Code of Safe Practices which is compliant with the California Occupational Safety and Health Administration (Cal/OSHA), Title 8, Section 1509 and 3203. The Company shall submit to EMWD for review and acceptance, an Injury and Illness Prevention Program (IIPP) and Code of Safe Practices in the event that one or more personnel are employed. The Company shall promptly submit any/all IIPP updates.

Every California employer must establish, implement, and maintain a written Injury and Illness Prevention Program (IIPP) and a copy must be maintained at each worksite if the employer has non-fixed worksites. The requirements for establishing, implementing, and maintaining a written Injury and Illness Prevention Program can be found at:

http://www.dir.ca.gov/dosh/dosh_publications/iipp.html

B. Safety and Health: The Company shall conform to all applicable occupational safety and health standards, rules, regulations and orders established by local agencies, State of California, and California Division of Occupational Safety and Health Construction Safety Regulations (Cal OSHA), including obtaining permits required by California Code of Regulations, Title 8, Section 341.

C. Workplace Violence Prevention Program: The Company shall have a workplace Violence Prevention Program which is compliant with the requirements set forth by the California Labor Code Section 6401.9, Senate Bill 553, and the California Occupational Safey Administration (Cal/OSHA), Title 8. The Company shall submit to EMWD reports of workplace violence incidents, copies of the Violent Incident log, and shall immediately make EMWD aware of any potential workplace violence threats or hazards that may potentially pertain to EMWD’s workplace.

41.2. OTHER STATUTORY AND REGULATORY REQUIREMENTS

In addition to the standards and requirements detailed herein, Contractor and Subcontractors shall comply with applicable provisions of Federal, State, and municipal http://www.dir.ca.gov/dosh/dosh_publications/iipp.html safety, health, and sanitation statues and codes. In the event there is a conflict between the provisions of the Safety and Health Regulations for Construction promulgated by the U.S. Department of Labor in Title 29 CFR Part 1926, Occupational Safety and Health Act (OSHA), or the California Occupational Safety and Health Act regulations in the California Labor Code Section 6300 et. Seq. (Cal. OSHA), the more stringent provision shall prevail.

41.3. SUBCONTRACTS

Company shall include provisions for compliance with these health and safety requirements in the terms and conditions of all contracts, subcontracts, supply contracts, and all other Company arrangements for performance of the work.

41.4. DIFFERING OPINIONS

Differing opinions between the company and EMWD on adequacy of existing or proposed protective measures, equipment, procedures, or devices shall be resolved as follows:

A. Upon receipt of a written notice from EMWD regarding an issue in question, the

Company shall not start or continue the measure, procedure, equipment, or devices, or expose employees to associated hazards until the differences have been resolved.

B. Upon resolution of the differing opinions, either with or without input from an independent professional safety engineer, Certified Safety Professional (CSP), or other safety expert, the questionable measure, procedure, equipment, or device shall be brought into conformance with the written agreed-upon solution. Only personnel required to complete remedial work shall be exposed to the associated hazard, and then only in a manner conforming to all safety requirements.

41.5. SAFETY ENFORCEMENT

Should the Company violate any health, safety, or traffic regulation, a Notice of Unsafe

Condition will be issued to the Company for immediate correction. It is specifically understood and agreed that EMWD reserves the right to suspend the work wholly or in part due to unresolved safety disputes. No additional compensation or contract time will be allowed for the period the work is suspended. Should the Company continue with the disputed work after having received a written notice of suspension, any work performed by the Company during the suspension shall be considered as having been done at the Company’s own risk as a volunteer and shall not entitle the Company to compensation or any other right under the contract.

41.6. SAFETY PROGRAMS

The Company shall prepare a comprehensive written safety program covering all aspects of onsite construction operations and activities associated with each respective contract.

Further, unless adequately covered in the original plan, a supplementary detailed plan will be submitted prior to start of each major phase of work or when requested by EMWD. In no case will onsite work commence until the program or appropriate supplementary submittals have been approved by EMWD. Initial and supplementary submittals shall include a timetable for completing the required, detailed, and specific operating procedures with hazard analysis.