8-Attachment A - Sample Agreement.pdf

ATTACHMENT A

SAMPLE AGREEMENT

AGREEMENT NO. XXXXX

STANDARDIZATION AND PROGRAMMING OF RED LION DA70A REMOTE TERMINAL UNITS

RTU UPGRADE PROJECT

THIS AGREEMENT, is hereby made and entered into the ____ day of _______________, 2025, by and between the EASTERN MUNICIPAL WATER DISTRICT, ("EMWD"), and «CoName5» (“Consultant”). EMWD and Consultant may singularly be referred to as a “Party” or collectively be referred to as "Parties."

RECITALS

WHEREAS, Consultant responded to EMWD's Request for Proposal 3837, which is incorporated herein by reference.

WHEREAS, Consultant’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 Consultant to provide Standardization and Programming Professional Services during the period covered by this Agreement.

WHEREAS, Consultant agrees to provide such services pursuant to this Agreement and has represented it possesses the necessary skills and qualifications to provide such services.

WHEREAS, Consultant declares Consultant is customarily engaged in an independently established business of the same nature as the services set forth herein and has complied with all federal, state, and local laws regarding business permits, licenses, and insurances of any kind required to carry out the said business and the tasks to be performed under this Agreement.

WHEREAS, Consultant declares that Consultant routinely offers Consultant’s nonexclusive services to the public or Consultant’s own customers or clients to perform the same or similar activities set forth herein.

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

TERMS

I. INCORPORATION OF RECITALS

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

II. SERVICES TO BE PERFORMED

The Consultant shall, in good workmanlike and professional manner, furnish the services as set forth in the proposal dated August 20, 2025, which is attached to this Agreement.

III. TIME FOR COMPLETION

Subsequent to the execution of this Agreement, EMWD shall issue a Notice to Proceed to Consultant defining the agreed upon start date and expected completion date (including time necessary for final inspection, report preparation, submittal or other deliverables) which shall not exceed December 31, 2025, unless mutually agreed upon in writing by and between EMWD and Consultant. This Agreement shall terminate upon completion of Consultant's services covered by this Agreement.

Time extensions may be granted to Consultant by written notice, as reasonable, for delays by reason of strikes, boycotts, accidents, weather, or other circumstances that Consultant could not have reasonably expected to foresee or provide for. Such schedule may also be revised as mutually agreed upon in writing by and between EMWD and Consultant.

IV. COMPENSATION

EMWD shall pay Consultant on a time and expense basis in accordance with the proposed pricing subject to a maximum payment of «TotalSumWords11» Dollars ($«TotalSumFigure12».00). This amount shall not be exceeded without prior written approval by EMWD.

Consultant shall submit monthly invoices for services rendered under this Agreement to:

Eastern Municipal Water District Attn: Finance Department

Post Office Box 8300 Perris, CA 92572-8300

Email: APUser@emwd.org

Invoices MUST identify the Agreement Number, Account Number, and Project Name (Title) as shown herein. Invoices must also include an invoice date and number, a brief description of the effort completed and the period in which services were rendered. Invoices shall include a breakdown of labor charges such as Consultant’s title, number of hours, billing rate, invoice total mailto:APUser@emwd.org and a definition for all abbreviations. Any invoice received without proper identification will be returned to Consultant. Approved invoices will be paid within thirty (30) days after receipt.

V. DATA AND SERVICES FURNISHED BY EMWD

EMWD shall provide Consultant with reasonably available information pertinent to the tasks to be performed by Consultant. Consultant shall apply reasonable caution in the interpretation and uses of EMWD furnished data and promptly advise EMWD of errors.

EMWD will work with and assist Consultant by providing or making available the following data and services:

A. Designate a contact person to act as the liaison of EMWD for work associated with each task. EMWD contact person is Raul Valdez at Extension 6264.

B. EMWD historical and technical data, as required.

Consultant shall supply all other equipment, tools, materials, and supplies to accomplish the designated tasks.

VI. PREVAILING WAGES

N/A.

VII. STATUS OF CONSULTANT

Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling. The Parties expressly intend that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the EMWD. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and EMWD, or any employee or agent of Consultant. Consultant shall not be entitled to the rights or benefits afforded to the EMWD’s employees, including disability or unemployment insurance, medical insurance, vacation pay, sick leave, retirement benefits, or any other employment benefit. No payroll or employment taxes of any kind shall be withheld or paid with respect to payments to Consultant. The payroll or employment taxes that are the subject of this paragraph include, but are not limited to, federal personal income tax, state personal income tax, state disability insurance, state unemployment insurance, social security, and medicare. Consultant is responsible for all applicable Social Security, federal, and State taxes required on payments made by EMWD. Except as EMWD may specify in writing, Consultant shall have no authority, expressed or implied, to act on behalf of EMWD in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind EMWD to any obligation whatsoever.

VIII. INSURANCE

Consultant shall not commence work under this contract until it has obtained the policies of insurance required hereunder, nor shall it allow any subcontractor to commence work until the policies of insurance required of the subcontractor have been obtained. Consultant shall verify and confirm proper coverage to EMWD standards of the subcontractors.

Consultant shall, during the life of this contract, notify EMWD in writing of any incident, either under Consultant’s jurisdiction, or any of his subcontractors, giving rise to any potential bodily injury or property damage claim and resultant settlements, whether in conjunction with this or other project which may affect the limits of the required coverage, as soon as is reasonable and practical.

Consultant and each of its subcontractors shall take out and maintain the following policies of "occurrence form" (where applicable) type insurance, with coverage and carriers acceptable to the EMWD, at Consultant’s sole cost and expense at all times during the life of this contract, including the entire time of the Consultant’s guarantee. The EMWD may request certificates of insurance from subcontractors to verify proper coverage and additional named insured requirements. Such requests shall be responded to within a reasonable time frame (48-72 Hrs.):

A. Workers' Compensation Insurance. No workers’ compensation insurance will be obtained by EMWD on account of Consultant or Consultant’s employees. Consultant shall cover employees, as defined in California Labor Code Sections 2750.3 and 3351, and as required by Labor Code Section 3600, and Consultant shall require subcontractors similarly to provide such workers' compensation insurance for subcontractors' employees.

Such policy shall contain an endorsement which specifically names Eastern Municipal Water District or evidence that the EMWD is provided coverage through a blanket waiver of subrogation endorsement, which waives rights of subrogation against the EMWD as designated in the policy of workers’ compensation insurance. Self-insured programs or Professional Employer Organization (PEO) or Co-Employment programs are not acceptable to the EMWD.

B. Commercial Liability Insurance. The Consultant shall procure and maintain Commercial General Liability Insurance covering on an occurrence basis including products and completed operations, property damage, bodily injury, and personal and advertising injury liability in amounts not less than the following:

$2,000,000 Each Occurrence $4,000,000 General Aggregate

The policy is to be endorsed for the aggregate limit to apply to this contract. Where Excess liability insurance is used in connection with primary liability insurance, the combination of such must allow total limits of liability to be in amounts not less than the above specified amounts.

C. Automobile Liability Insurance. The Consultant shall procure and maintain

Commercial Automobile Liability Insurance in amounts not less than the following:

$1,000,000 Combined Single Limit (BI/PD) $1,000,000 Combined Single Limit Uninsured/Underinsured Liability

Where excess liability insurance is used in connection with primary liability insurance the combination of such must allow total limits of liability to be in amounts not less than the above specified amounts.

D. Professional Liability Insurance. Consultant shall procure and maintain Professional Liability Insurance in amounts not less than the following:

$4,000,000 Per Claim and Annual Aggregate

E. Cyber Liability. Consultant shall, at its own expense, secure and maintain for the term of this contract, Cyber Liability Insurance with limits of no less than the following:

$5,000,000 Each Occurrence or Event $5,000,000 Annual Aggregate

The policy shall cover claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private and/or confidential information, alteration of electronic information, extortion, and network security. The policy shall cover breach response cost as well as any regulatory fines and penalties.

Each such policy of insurance shall:

1. Be produced by agent/brokers who are licensed to transact insurance business in the State of California;

2. Be issued by insurance carriers which are:

a. Licensed by the State of California to write business in this state; and,

b. Rated no less than "A-, Class VIII" or better by the A.M. Best Company.

Any insurance carrier which is strategically affiliated with a parent insurance Company or insurance group must disclose the name of the parent Company or group in any certificate of insurance documentation provided to the EMWD.

Non-admitted/Surplus Lines insurance carriers (carriers not licensed in the State of California), may be acceptable to the EMWD under certain conditions. Non-admitted insurance carriers providing any form of insurance coverage must be:

a. Domiciled in the United States; and,

b. Listed as an approved insurance carrier on the California Department of

Insurance L.E.S.L.I. list; and;

c. Rated no less than "A-, Class VIII" or better by the A.M. Best Company.

The EMWD may disqualify any non-admitted insurer at any time without cause.

3. Properly name and list Eastern Municipal Water District as "Additional Insured," by an endorsement executed by the insurance carrier (this requirement does not apply to professional liability or workers’ compensation insurance); such endorsement shall be on an ISO form CG2010 (11/85ed) or its equivalent. Any equivalent shall include the CG 2037-completed operations in favor of the EMWD.

Blanket statements on endorsements will not be accepted.

4. Specify that it acts as primary insurance and that no insurance held or owned by the additional insured shall be called upon to cover a loss under said policy;

5. Not be canceled until thirty (30) days after receipt by the EMWD of a written notice of such cancellation as evidenced by receipt of a registered letter;

6. Show evidence of renewal of an expiring policy once the insurance has been approved by the EMWD. Prior approval must be obtained if the coverage or limits of the policy or the carrier has changed.

The EMWD does not allow self-insured insurance programs, Professional Employer Organization/Co-Employment Workers’ Compensation programs or self-insured retention in excess of $50,000.

IX. INDEMNIFICATION

To the fullest extent permitted by law, Consultant shall fully indemnify, immediately defend, and hold harmless EMWD and its agents, officers, officials, and employees from and against any and all claims, demands, costs, causes of action, and liabilities that arise out of, pertain to, or relate to any active and/or passive negligent act or omission of Consultant or its agents or employees, or the recklessness or willful misconduct of Consultant or its agents or employees, including attorneys’ fees and court costs, to the extent arising out of or in connection with Consultant’s services performed under this Agreement, including, but not limited to, any liability incurred by EMWD based on Consultant’s failure to pay any or all necessary wages, compensation, remuneration, or State or federal taxes on or to its employees. This indemnification shall extend to claims occurring after this Agreement is terminated or expires as well as while it is in force. The indemnity provisions in this section shall not be limited by insurance requirements or by any other provision of this Agreement.

X. LICENSING

Consultant represents and declares to EMWD that it has all licenses, permits, qualifications, and approvals of whatever nature that is legally required to practice its profession. Consultant represents and warrants to EMWD that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for Consultant to practice its profession.

XI. STANDARD OF CARE

Consultant's services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant retains the sole right to control or direct the manner in which the services described herein are to be performed. EMWD retains the right to inspect Consultant’s work to ensure conformity with the desired result.

XII. SUBCONTRACTS AND ASSIGNMENTS

EMWD has entered into this Agreement to receive professional services from Consultant.

Consultant shall not sell, assign, or transfer Consultant's rights or obligations under this contract without EMWD's prior written consent, which consent may be withheld in the EMWD's sole discretion.

The Consultant shall not subcontract or assign responsibility for performance of any portion of this Agreement without the prior written consent of the EMWD. Except as otherwise specifically approved by EMWD, Consultant shall include appropriate provisions of this Agreement in subcontracts so rights conferred to EMWD by this Agreement shall not be affected or diminished by subcontract. There shall be no contractual relationship intended, implied, or created between EMWD and any subcontractor with respect to services under this Agreement.

XIII. SAFETY

Consultant will ensure that its employees and the employees of subcontractors are notified of and observe and abide by safety regulations and laws. Consultant shall immediately notify EMWD of damage to property and/or injury to, or death of persons, which occurs in connection with, or is related to the project. Consultant shall furnish EMWD a written report of such damage or injury within three (3) working days.

XIV. TERMINATION

EMWD may terminate the Agreement, in whole or in part, with or without cause, upon seven (7) days written notice to Consultant. Upon receipt of the termination notice, Consultant shall promptly discontinue services unless the notice directs to the contrary. In the event EMWD renders such written notice to Consultant, Consultant shall be entitled to compensation for services rendered prior to the effective date of the notice and further services set forth in the notice. EMWD shall be entitled to reimbursement for compensation paid in excess of services rendered. Consultant shall deliver to the EMWD and transfer title (if necessary) to all completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs, and reports.

XV. NOTICES

All notices and demands between the Parties hereto shall be in writing and served either personally or by overnight delivery with a tracking system confirming delivery to the addresses set forth below. Said notices or demands shall be deemed given when personally delivered or confirmed delivered by overnight tracking to the Party to whom said notice or demand is to be given or made.

Such notices and demands may also be sent by facsimile, electronic-mail, or other similar electronic transmission device providing for a permanent record of the notice or demand, and if so served, said notice or demand shall be deemed given and made at the time the device confirms to the sender delivery thereof to the addressee.

All notices and demands shall be given as follows:

To EMWD: EASTERN MUNICIPAL WATER DISTRICT

Attn: Joe Mouawad, P.E.

General Manager PO Box 8300 Perris, CA 92572

To Consultant: «CoName5» «CoAddress6»

XIII. MISCELLANEOUS:

A. This Agreement contains the entire agreement of the Parties, and supersedes any and all other agreements, either oral or in writing, between the Parties hereto.

Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any Party, or anyone acting on behalf of any Party pursuant to this Agreement, which are not embodied herein. This Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by the EMWD and Consultant.

B. If a provision of this Agreement is 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.

C. In any dispute between the Parties, whether or not resulting in litigation, the prevailing Party shall be entitled to recover from the other Party all reasonable costs including, without limitation, reasonable attorneys’ fees as allowed by law.

D. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, gender identity, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

E. As applicable, Consultant shall not be suspended or debarred pursuant to the provisions of 31 U.S.C. 6101, note, E.O. 12549, E.O. 12689, 48 CFR 9.404, and each agency's codification of the Common Rule for Non-procurement suspension and debarment.

F. Consultant hereby grants to EMWD an irrevocable, perpetual, nonexclusive, royalty-free, paid-up worldwide license to practice and/or use, and approve others to practice and/or use on the EMWD’s behalf (but, in either case only for the use and benefit of the EMWD), all Consultant’s Work Product (as defined herein, “Work Product” includes, but is not limited to, mask works, trade secrets, ideas, processes, formulae, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques) made or conceived, learned, or reduced to practice by Consultant, either alone or jointly with others, while engaged in consultancy services for EMWD and which is related to EMWD’s business.

G. This Agreement shall be governed by the laws of the State of California. Venue for a dispute shall be state courts located in Riverside County, California. Parties consent to the exercise of personal jurisdiction over them by any such courts for purposes of any such action or proceeding.

H. If any disputes should arise between the Parties concerning the work to be done under this Agreement, the payments to be made, or the manner of accomplishment of the work, Consultant shall nevertheless proceed to perform the work pending settlement of the dispute.

I. The fact that EMWD has made payment shall not be interpreted to imply EMWD has inspected, approved, or accepted the work which has been performed by Consultant. No delay or omission in the exercise of any right or remedy by the non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision.

J. No director, officer, or employee of the EMWD shall have any financial interest, direct or indirect, in this Agreement nor shall any such director, officer, or employee participate in any decision relating to this Agreement which affects his/her financial interest or the financial interest of any corporation, partnership, entity, or association in which he/she is directly or indirectly interested, in violation of any State or federal statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

K. Time shall be of the essence as to times of performance. Neither Party shall be responsible for delays beyond their reasonable control.

L. Each Party represents and warrants to the other Party that all necessary action has been taken by such Party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder.

M. This Agreement is binding upon the successors and assigns of the Parties.

N. In the event of any inconsistency, conflict, or ambiguity between or among the contract documents, the order of precedence, from highest precedence to lowest, shall be as follows:

1. RFP No. 3837 Document

2. COMPANY NAME, PROPOSAL DATED August 20, 2025

3. This Agreement

4. Amendments to this Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

«CoName5»

EASTERN MUNICIPAL WATER DISTRICT

By: ________________________________ Authorized Signature Title

By: _________________________________ Jeff Wasserman, C.P.M., CPPO Director of Purchasing and Contracts