Exhibit F- Sample County Contract.pdf

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THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY

Department of Public Works – Special

Districts

Department Contract Representative Telephone Number

Contractor Contractor Representative Telephone Number Contract Term Original Contract Amount Amendment Amount Total Contract Amount Cost Center Grant Number (if applicable)

IT IS HEREBY AGREED AS FOLLOWS:

WHEREAS, San Bernardino County (County) through the San Bernardino County Department of Public Works

– Special Districts (Department) desires to establish a list of pre-qualified contractors to provide on-call well and pump services needs for County Projects/Programs; and

WHEREAS, the County issued a “Request for Qualifications (RFQ) [INSERT NAME OF RFQ]” and Contractor submitted a proposal in response to the RFQ; and

WHEREAS, the County finds Contractor qualified to provide on-call well and pump maintenance and repair services; and

WHEREAS, the County desires that such services be provided by Contractor and Contractor agrees to perform these services as set forth below; and

WHEREAS, Contractor is aware that the County reserves the right to award contracts as well as work with multiple contractors or no particular contractor, as it deems to be in the best interest of the County.

NOW, THEREFORE, the County and Contractor mutually agree to the following terms and conditions:

A. DEFINITIONS

A.1 Board – The San Bernardino County Board of Supervisors.

Contract Number

SAP Number

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A.2 C-42 Sanitation Systems License – A Contractor’s License issued by the California Contractors

State License Board authorizing holder to construct, install, maintain, and repair sanitation systems, including sewer lines, storm drains, wastewater related pipelines, pumping stations, and associated treatment disposal, and drainage facilities.

A.3 C-57 Well Drilling License – A Contractor’s License issued by the California Contractors State

License Board authorizing the holder to drill, construct, install, maintain, and repair water wells and associated equipment, including pumps, pumping systems, motors, column pipes, and related well components.

A.4 C-61/D-21 Machinery and Pumps License – A Contractor’s License issued by the California

Contractors State License Board authorizing the holder to install, maintain, repair and service machinery and pumps, including booster pumps, sanitation pumps, motors valves, and related mechanical equipment at water and sanitation facilities.

A.5 Class A General Engineering License – A Contractor’s License issued by the California

Contractors State License Board authorizing the holder to perform work that requires specialized engineering expertise, including the construction, installation, maintenance, and repair of fixed works such as water wells, booster stations, sanitation pumping facilities, pipelines, and related infrastructure.

A.6 Contract – The Contract between the County and the Proposer resulting from the RFQ.

A.7 County – San Bernardino County.

A.8 Department of Public Works – Special Districts – The San Bernardino County Department of

Public Works – Special Districts, that administers and manages the operations and financing of San Bernardino County.

A.9 Proposal – The offer to provide specific goods or services at specified prices and/or other conditions specified in this Contract and in the Request for Proposal.

A.10 Purchasing Agent – The Director of the County Purchasing Department.

A.11 Request for Qualifications (RFQ) – The request for qualifications issued to contractors interested in providing the identified services sought to be procured by the County.

A.12 Routine Maintenance: As defined pursuant to Public Contract Code Section 22002(d), routine maintenance refers to and includes, but is not limited to, routine, recurring, and usual work aimed at preserving, protecting, and keeping any publicly owned or publicly operated facility in a safe and continually usable condition for its intended purposes, minor repainting, resurfacing of streets or highways at less than one inch, and landscape maintenance.

A.14 Services - The services requested described in the RFQ.

A.15 Subcontractor – An individual, company, firm, corporation, partnership or other organization, not in the employment of or owned by Contractor who is performing services on behalf of Contractor under the Contract or under a separate contract with or on behalf of Contractor.

B. CONTRACTOR RESPONSIBILITIES

B.1 The Contractor shall have the following responsibilities:

1. Adhering to all requirements of this Contract, the RFQ from which this Contract resulted, and the Request for Bid (RFB). All of the terms and conditions of the RFQ and the RFB are hereby incorporated into this Contract by this reference.

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2. Maintaining a current telephone number and email address with the County. Failure to do so may result in the loss of bid opportunities on jobs.

3. Providing the County with a name and telephone number of a single point of contact for questions regarding materials or services. Contractor must supply the County with an emergency 24-hour contact and telephone number.

4. Notifying the County in writing, of any change in mailing address within ten (10) business days of the change.

5. Providing the County with the names, titles and signatures of all employees authorized to sign RFB. Only bids signed by authorized individual will be considered valid bids.

6. Responding to the bid, whether providing prices or declining, within the required time frame specified in the RFB, upon receipt of faxed or e-mailed RFB form from the County.

Failure to respond in the required time frame is considered a “Non-Responsive” bid.

7. Providing the bid in the format specified in the RFB and with the signature of an authorized signer (referred to in this Section). The bid price must include all labor, equipment, materials and supplies, licenses and permits required to perform Contractor obligations under an accepted job assignment. Taxes shall be excluded from Contractor’s bid price.

8. Warrant all services provided for one (1) year.

9. Bids must include a fully executed non-collusion declaration in the form identified in Public

Contracts Code Section 7106.

10. The Contractor agrees to comply with any and all applicable laws and regulations, including, but not limited to, the Public Contract Code provisions identified in Attachments A and B, as may be applicable.

11. Contractor reserves the right to cancel this Contract, for any reason, with a sixty (60) calendar days’ written notice of cancellation.

B.2 Contractor shall provide maintenance and repairs to water wells and pumps, booster stations, and sanitation pumping facilities on an as need basis and as requested basis. Typical services to accomplish all necessary work that could include, but is not limited to the following:

1. Water wells:

a. Contractors shall perform routine and emergency maintenance and repairs, including but not limited to mobilization of proper equipment and tools; removal, inspection, troubleshooting, repair, or replacement of well pumps, motors, wire, cable, and column pipe. All activities involving well disassembly, pump removal, inspection, repair, or reinstallation shall be performed using methods that prevent contamination, maintain sanitary conditions, and preserve compliance with [ADDED] California Code of Regulations, Title 22, Division 4, Chapter 15, and applicable requirements of the State Water Resources Control Board, Division of Drinking Water (DDW). Work performed may be subject to DDW inspections and sanitary surveys, and Contractor shall support County compliance with all applicable regulatory requirements.

b. Contractor shall perform installation of County or Contractor supplied materials and equipment, as needed, with prior County approval. County reserves the right to purchase materials and equipment separately if prices given by Contractor seem unreasonable.

c. Contractor shall perform standard troubleshooting, inspection, and repair/replacement on a variety of well equipment as shown in, but not limited to, that stated in Exhibit G-1, “Water Wells”.

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d. Contractor shall provide the County with any well video log performed for any reason.

Video logs shall be suitable for DDW review and shall clearly identify well depth intervals, screen locations, casing condition, and any observed defects. Video logs shall be provided in original digital format.

e. Contractors may be required to perform well pump zone testing or related water quality and production testing as directed by the County. All testing shall be conducted in accordance with Title 22 operational and monitoring requirements. Contractor shall provide a written report including test methodology, equipment used, calibration records, raw field data, interpreted results, and recommended corrective actions. Testing results may be used by the County to support DDW compliance determinations or corrective actions. Contractors will become familiar with the types of equipment and locations prior to submitting a proposal and shall conduct any requested pre-proposal site visits at no additional cost to the County.

f. Contractor shall provide written and verbal reports concerning repair recommendations and services performed for any specific job. Written reports shall be submitted within five

(5) business days of job completion unless otherwise directed by the County. Reports shall include sufficient detail to support DDW inspection review, including a description of work performed, materials installed, sanitary precautions taken, and any observed conditions that may affect water quality or regulatory compliance. County reserves the right to determine the course of action regarding any well status and may require revised scopes or cost estimates prior to authorization.

g. Contractors shall perform work on wells at any Countywide location that are serviced by the County.

h. Contractor shall respond to routine service calls within 24 hours of notification by the County, unless prior arrangements have been satisfactorily made with the County. In emergency situations response shall be no longer than 2 hours from notification.

Response time shall be measured from the time of County notification. County will determine if call is routine or emergency and may require Contractor to provide real-time status updates during emergency events.

i. Contractor is responsible for cleanup of job site immediately upon job completion including removal and proper disposal of all debris, fluids, and materials in accordance with environmental regulations.

2. Booster stations and sanitation pumps:

a. Contractor shall perform routine and emergency maintenance and repairs on water booster pumps and sanitation facilities pumps, as listed in Exhibits G-2, G-3, and G-4.

County may elect to remove such pumps and deliver to Contractor for repairs.

b. Contractor shall repair or replace pumps, electric motors, valves, piping, and other appurtenant equipment at these facilities, to include bypass pumping if one or more pumps/valving have to be temporarily removed for repairs. Bypass systems shall be subject to County approval to operation and shall maintain uninterrupted service meeting required flow, pressure, and alarm conditions. Redundant alarm and manning of bypass pumps are required.

c. Contractor shall have all tools, equipment, and repair parts readily available. Should repairs require resources beyond Contractor’s inventory, Contractor will obtain any specialized equipment or parts necessary to complete the job, upon approval of County.

County reserves the right to purchase materials and equipment separately if prices given by Contractor seem unreasonable or if alternate sourcing provides improved availability or reduced cost.

d. Contractor shall have available all safety equipment for confined space entries, fall protection, atmospheric monitoring, and lockout/tagout as defined by CAL-OSHA definitions. Contractor shall act as the controlling employer and entry supervisor for all confined space entries unless otherwise directed by the County. Contractor’s employee training records for confined space operations are to be maintained current and be made available to County upon request.

e. Contractor shall provide verbal and written reports concerning repair recommendations and services performed for any specific job. County reserves the right to determine the

Revised 10/17/2025 Page 5 of 35 course of action regarding status of any booster station or sanitation pumping facility and may request detailed cost breakdowns or alternative repair strategies.

f. Contractor shall perform work on equipment at any location Countywide that is serviced by County.

g. Contractor shall respond to routine service calls within 24 hours of notification by County, unless prior arrangements have been satisfactorily made with County. In emergency situations, response shall be no longer that 2 hours from notification. County will determine if call is routine or emergency.

h. Contractor is responsible for cleanup of job site immediately upon job completion.

i. Any work involving pump removal, column removal, well rehabilitation, or intrusion into potable water wells shall be followed by disinfection, flushing, and bacteriological sampling as directed by the County and consistent with Title 22 requirements. Contractor shall support County sampling activities and shall not return wells to service until authorized by the County based on acceptable bacteriological results.

j. Contractor shall maintain complete records of work performed under this contract and shall make such records available to the County upon request for use during DDW inspections, sanitary surveys, or regulatory correspondence. Documentation may include, but is not limited to, video logs, repair reports, testing results, disinfection records, and equipment specifications.

B.3 Request for Bids (RFB) Process

1. Except for emergency projects, at the time the job is scheduled for performance:

• Contractors shall receive, via email, notification of RFB that will include specific information regarding a job.

• Contractors interested in providing the requested Services will submit a bid, prices bid at the time the job is scheduled for performance shall include all labor, equipment, services, fees, materials, and supplies, and permits required to perform Contractor’s obligations under an accepted job assignment.

• Bids shall be submitted to the County by email or to the address provided in the solicitation and by the deadline identified on the RFB.

• Bids that are not responsive to the RFB may be rejected.

• Bids must include a fully executed non-collusion declaration in the form identified in Public Contract Code Section 7106.

• If Bidder intends to subcontract any of the equipment, Bidder shall provide in the bid the name, location of the place of business, and the California Contractor license number of each subcontractor who will provide the equipment to the Contractor in excess of one-half of 1 percent of the Bidder’s total bid or $10,000, whichever is greater.

• Any Bidder submitting a bid may file a Bonding protest of the County’s proposed award for the project, provided that each and all of the following are complied with:

a. The bid protest is in writing.

b. The bid protest is submitted to and received by the Department of Public

Works, 222 W Hospitality Ln, 2nd Floor, before 4:00 pm of the third business day following the bid opening. Failure to timely submit a written protest shall constitute grounds for the County’s denial of the bid protest without consideration of the grounds stated in the bid protest and waiver of the right to protest. Untimely protest will not be accepted or considered.

c. The written bid protest shall set forth, in detail, all grounds for the bid protest (including without limitations all facts, supporting documentation, legal authorities and argument in support of the ground for the bid protest), the form of relief required and the legal basis for such relief. Any grounds not set forth in the bid protest shall be deemed waived. All factual contentions must be supported by competent, admissible and credible evidence. Any bid protest not conforming to the foregoing shall be rejected as invalid. If a valid protest is filed in a timely manner and complies with the above

Revised 10/17/2025 Page 6 of 35 requirements, the Department Director shall review and evaluate the bid protest. All bidders, including the protesting bidder, shall have three (3) business days to respond to the Department and to provide any information requested by the Department. The Department shall respond to the protesting bidder and state the Department’s findings regarding the bid protest. The Department Director’s decision shall be final.

2. For emergency projects, County reserves the right to contact any Contractor or vendor directly in order to promptly respond to such emergency.

3. The County has the right to select a contractor other than the lowest bidder when justified by specific circumstances:

a. The lowest bidder is unable or unwilling to meet the required timeline, especially in urgent or emergency scenarios.

b. Only one contractor is available, willing, or capable of performing the requested service (e.g., due to geographic location, licensing, or specialization)

c. Other documented, reasonable justifications in accordance with the County procurement policy.

i. All such decisions will be documented and justified in writing to ensure fairness and transparency.

4. Services: Shall be approved by County staff with any mark up and a quote shall be submitted as soon as possible.

5. If required by law, Contractor shall submit certified payroll for employees charged with performing Contractor obligations under an accepted job assignment weekly and upon invoice.

6. Contractor shall only proceed with work after receiving a written Notice to Proceed from the Department along with the task order.

a. Each task order will include scope, deliverables, schedule, and compensation items.

b. No payment will be made for work performed without written authorization.

7. Contractors in default of their Contract or an accepted job assignment, as determined by the County may:

1) Be disallowed from bidding on subsequent job assignments for a period of time.

2) Have award of other accepted job assignments revoked.

3) Have the Contract cancelled.

C. GENERAL CONTRACT REQUIREMENTS

C.1 Recitals The recitals set forth above are true and correct and incorporated herein by this reference.

C.2 Contract Amendments Contractor agrees any alterations, variations, modifications, or waivers of the provisions of the Contract, shall be valid only when reduced to writing, executed and attached to the original Contract and approved by the person(s) authorized to do so on behalf of Contractor and County.

C.3 Contract Assignability

Without the prior written consent of the County, the Contract is not assignable by Contractor either in whole or in part.

C.4 Contract Exclusivity

This is not an exclusive Contract. The County reserves the right to enter into a contract with other contractors for the same or similar services. The County does not guarantee or represent that the

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Contractor will be permitted to perform any minimum amount of work, or receive compensation other than on a per order basis, under the terms of this Contract.

C.5 Attorney’s Fees and Costs

If any legal action is instituted to enforce any party’s rights hereunder, each party shall bear its own costs and attorney’s fees, regardless of who is the prevailing party. This paragraph shall not apply to those costs and attorney’s fees directly arising from a third-party legal action against a party hereto and payable under Indemnification and Insurance Requirements.

C.6 Background Checks for Contractor Personnel

Contractor shall ensure that its personnel (a) are authorized to work in the jurisdiction in which they are assigned to perform Services; (b) do not use legal or illegal substances in any manner which will impact their ability to provide Services to the County; and (c) are not otherwise disqualified from performing the Services under applicable law. If requested by the County and not in violation of applicable law, Contractor shall conduct a background check, at Contractor’s sole expense, on all its personnel providing Services. If requested by the County, Contractor shall provide the results of the background check of each individual to the County. Such background check shall be in the form generally used by Contractor in its initial hiring of employees or contracting for contractors or, as applicable, during the employment-screening process but must, at a minimum, have been performed within the preceding 12-month period. Contractor personnel who do not meet the County’s hiring criteria, in County’s sole discretion, shall not be assigned to work on County property or Services, and County shall have the right, at its sole option, to refuse access to any Contract personnel to any County facility.

C.7 Change of Address

Contractor shall notify the County in writing, of any change in mailing address within ten (10) business days of the change.

C.8 Choice of Law

This Contract shall be governed by and construed according to the laws of the State of California.

C. 9 Compliance with County Policy In performing the Services and while at any County facilities, Contractor personnel (including subcontractors) shall (a) conduct themselves in a businesslike manner; (b) comply with the policies, procedures, and rules of the County regarding health and safety, and personal, professional and ethical conduct; (c) comply with the finance, accounting, banking, Internet, security, and/or other applicable standards, policies, practices, processes, procedures, and controls of the County; and (d) abide by all laws applicable to the County facilities and the provision of the Services, and all amendments and modifications to each of the documents listed in subsections (b), (c), and (d) (collectively, “County Policies”). County Policies, and additions or modifications thereto, may be communicated orally or in writing to Contractor or Contractor personnel or may be made available to Contractor or Contractor personnel by conspicuous posting at a County facility, electronic posting, or other means generally used by County to disseminate such information to its employees or contractors. Contractor shall be responsible for the promulgation and distribution of County Policies to Contractor personnel to the extent necessary and appropriate.

County shall have the right to require Contractor’s employees, agents, representatives and subcontractors to exhibit identification credentials issued by County in order to exercise any right of access under this Contract.

C.10 Confidentiality Contractor shall protect from unauthorized use or disclosure the names and other identifying information concerning persons receiving Services pursuant to this Contract, except for statistical information not identifying any participant. Contractor shall not use or disclose any identifying information for any purpose other than carrying out the Contractor's obligations under this Contract, Revised 10/17/2025 Page 8 of 35 except as may otherwise be required by law. This provision will remain in force even after the termination of the Contract.

C.11 Primary Point of Contact Contractor will designate an individual to serve as the primary point of contact for the Contract.

Contractor or designee must respond to County inquiries within two (2) business days. Contractor shall not change the primary contact without written acknowledgement to the County. Contractor will also designate a back-up point of contact in the event the primary contact is not available.

C.12 County Representative The Director of Department of Public Works – Special Districts or his/her designee shall represent the County in all matters pertaining to the services to be rendered under this Contract, including termination and assignment of this Contract, and shall be the final authority in all matters pertaining to the Services/Scope of Work by Contractor. If this contract was initially approved by the San Bernardino County Board of Supervisors, then the Board of Supervisors must approve all amendments to this Contract, unless otherwise delegated.

C.13 Damage to County Property

Contractor shall repair, or cause to be repaired, at its own cost, all damages to County vehicles, facilities, buildings or grounds caused by the willful or negligent acts of Contractor or its employees or agents. Such repairs shall be made immediately after Contractor becomes aware of such damage, but in no event later than thirty (30) days after the occurrence.

If the Contractor fails to make timely repairs, the County may make any necessary repairs. The Contractor, as determined by the County, shall repay all costs incurred by the County for such repairs, by cash payment upon demand, or County may deduct such costs from any amounts due to the Contractor from the County, as determined at the County’s sole discretion.

C. 14 Debarment and Suspension

Contractor certifies that neither it nor its principals or subcontractors is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See the following United States General Services Administration’s System for Award Management website https://www.sam.gov).

Contractor further certifies that if it or any of its subcontractors are business entities that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State.

C.15 Drug and Alcohol Free Workplace

In recognition of individual rights to work in a safe, healthful and productive workplace, as a material condition of this Contract, the Contractor agrees that the Contractor and the Contractor’s employees, while performing service for the County, on County property, or while using County equipment:

C.15.1 Shall not be in any way impaired because of being under the influence of alcohol or an illegal or controlled substance.

C.15.2 Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of an illegal or controlled substance.

C.15.3 Shall not sell, offer, or provide alcohol or an illegal or controlled substance to another person, except where Contractor or Contractor’s employee who, as part of the performance of normal job duties and responsibilities, prescribes or administers medically prescribed drugs.

The Contractor shall inform all employees that are performing service for the County on County property, or using County equipment, of the County’s objective of a safe, healthful and productive

Revised 10/17/2025 Page 9 of 35 work place and the prohibition of drug or alcohol use or impairment from same while performing such service for the County.

The County may terminate for default or breach of this Contract and any other Contract the Contractor has with the County, if the Contractor or Contractor’s employees are determined by the County not to be in compliance with above.

C.16 Duration of Terms

This Contract, and all of its terms and conditions, shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the respective parties, provided no such assignment is in violation of the provisions of this Contract.

C.17 Employment Discrimination During the term of the Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, sexual orientation, age, or military and veteran status.

Contractor shall comply with Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, 13672, Title VI and Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act and other applicable Federal, State and County laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted.

C.18 Environmental Requirements

In accordance with County Policy 11-08, the County prefers to acquire and use products with higher levels of post-consumer recycled content. Environmentally preferable goods and materials must perform satisfactorily and be available at a reasonable price. The County requires Contractor to use recycled paper for any printed or photocopied material created as a result of this Contract. Contractor is also required to use both sides of paper sheets for reports submitted to the County whenever practicable.

To assist the county in meeting the reporting requirements of the California Integrated Waste Management Act of 1989 (AB 939), Contractor must be able to annually report the County’s environmentally preferable purchases. Contractor must also be able to report on environmentally preferable goods and materials used in the provision of their service to the County, utilizing a County approved form.

C.19 Improper Influence

Contractor shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables him/her to influence any award of the Contract or any competing offer, shall have any direct or indirect financial interest resulting from the award of the Contract or shall have any relationship to the Contractor or officer or employee of the Contractor.

C.20 Improper Consideration

Contractor shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to cash, discounts, service, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding this Contract.

The County, by written notice, may immediately terminate this Contract if it determines that any improper consideration as described in the preceding paragraph was offered to any officer, employee or agent of the County with respect to the proposal and award process. This prohibition shall apply to any amendment, extension or evaluation process once a contract has been awarded.

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Contractor shall immediately report any attempt by a County officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from Contractor. The report shall be made to the supervisor or manager charged with supervision of the employee or the County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available legal remedies.

C.21 Informal Dispute Resolution

In the event the County determines that service is unsatisfactory, or in the event of any other dispute, claim, question or disagreement arising from or relating to this Contract or breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement.

To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

C.22 Legality and Severability

The parties’ actions under the Contract shall comply with all applicable laws, rules, regulations, court orders and governmental agency orders. The provisions of this Contract are specifically made severable. If a provision of the Contract is terminated or held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full effect.

C.23 Licenses, Permits and/or Certifications Contractor shall ensure that it has all necessary licenses, permits and/or certifications required by the laws of Federal, State, County, and municipal laws, ordinances, rules and regulations. The Contractor shall maintain these licenses, permits and/or certifications in effect for the duration of this Contract. Contractor will notify County immediately of loss or suspension of any such licenses, permits and/or certifications. Failure to maintain a required license, permit and/or certification may result in immediate termination of this Contract.

Contractor shall maintain throughout the life of the contract a valid contractor license issued by the California Contractor State License Board, and having the appropriate class and classifications for the type of service(s) required by this contract. Required classifications are Class “A” General Engineering, OR any of the “C” licenses - C57 Well Drilling, C42 Sanitation Systems, C61/D21 Machinery and Pumps based on the specific work required to be accomplished and performed.

Licenses will be for the specific task(s) as requested and commensurate with the work required.

C.24 Material Misstatement/Misrepresentation

If during the course of the administration of this Contract, the County determines that Contractor has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the County, this Contract may be immediately terminated. If this Contract is terminated according to this provision, the County is entitled to pursue any available legal remedies.

C.25 Mutual Covenants

The parties to this Contract mutually covenant to perform all of their obligations hereunder, to exercise all discretion and rights granted hereunder, and to give all consents in a reasonable manner consistent with the standards of “good faith” and “fair dealing”.

C.26 Nondisclosure

Contractor shall hold as confidential and use reasonable care to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, confidential information that is either: (1) provided by the County to Contractor or an agent of Contractor or otherwise made available to Contractor or Contractor’s agent in connection with this Contract; or, (2) acquired, obtained, or learned by Contractor or an agent of Contractor in the performance of this Contract. For purposes of this provision, confidential information means any data, files, software, information or materials in oral, electronic, tangible or intangible form and however stored, compiled or memorialize and includes, but is not limited to, technology infrastructure, architecture, financial

Revised 10/17/2025 Page 11 of 35 data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data.

C.27 Notice of Delays

Except as otherwise provided herein, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, that party shall, within twenty-four (24) hours, give notice thereof, including all relevant information with respect thereto, to the other party.

C.28 Ownership of Documents

All documents, data, products, graphics, computer programs and reports prepared by Contractor pursuant to the Contract shall be considered property of the County upon payment for services (and products, if applicable). All such items shall be delivered to County at the completion of work under the Contract, subject to the requirements of Section IV–Term of the Contract. Unless otherwise directed by County, Contractor may retain copies of such items.

C.29 Participation Clause

The County desires that Municipalities, School Districts, and other Tax Districts within the San Bernardino County requiring the same services provided herein may at their option and through the County Purchasing agent, avail themselves of this Contract. Upon notice, in writing, the Contractor agrees to the extension of the terms of a resultant contract with such governmental bodies as though they have been expressly identified in this bid, with the provisions that:

C.29.1 Such governmental body does not have and will not have in force any other contract for like purchases.

C.29.2 Such governmental body does not have under consideration for award any other bids or quotations for like purchases.

Such governmental body shall make purchases directly through and to the Contractor. The County will not be liable for any such purchase made between the Contractor and another governmental body who avails themselves of this contract.

C.30 Air, Water Pollution Control, Safety and Health

Contractor shall comply with all air pollution control, water pollution, safety and health ordinances and statutes, which apply to the work performed pursuant to this Contract.

C.31 Records Contractor shall maintain all records and books pertaining to the delivery of services under this Contract and demonstrate accountability for contract performance. All records shall be complete and current and comply with all Contract requirements. Failure to maintain acceptable records shall be considered grounds for withholding of payments for invoices submitted and/or termination of the Contract.

All records relating to the Contractor’s personnel, consultants, subcontractors, Services/Scope of Work and expenses pertaining to this Contract shall be kept in a generally acceptable accounting format. Records should include primary source documents. Fiscal records shall be kept in accordance with Generally Accepted Accounting Principles and must account for all funds, tangible assets, revenue and expenditures. Fiscal records must comply with the appropriate Office of Management and Budget (OMB) Circulars, which state the administrative requirements, cost principles and other standards for accountancy.

C.32 Relationship of the Parties

Nothing contained in this Contract shall be construed as creating a joint venture, partnership, or employment arrangement between the Parties hereto, nor shall either Party have the right, power or authority to create an obligation or duty, expressed or implied, on behalf of the other Party hereto.

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C.33 Release of Information

No news releases, advertisements, public announcements or photographs arising out of the Contract or Contractor’s relationship with County may be made or used without prior written approval of the County.

C.34 Representation of the County In the performance of this Contract, Contractor, its agents and employees, shall act in an independent capacity and not as officers, employees, or agents of the San Bernardino County.

C.35 Strict Performance Failure by a party to insist upon the strict performance of any of the provisions of this Contract by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Contract thereafter.

C.36 Subcontracting

Contractor shall obtain County’s written consent, which County may withhold in its sole discretion, before entering into Contracts with or otherwise engaging any subcontractors who may supply any part of the Services to County. At County’s request, Contractor shall provide information regarding the subcontractor’s qualifications and a listing of a subcontractor’s key personnel including, if requested by the County, resumes of proposed subcontractor personnel. Contractor shall remain directly responsible to County for its subcontractors and shall indemnify County for the actions or omissions of its subcontractors under the terms and conditions specified in Section G. All approved subcontractors shall be subject to the provisions of this Contract applicable to Contractor Personnel.

For any subcontractor, Contractor shall:

C.36.1 Be responsible for subcontractor compliance with the Contract and the subcontract terms and conditions; and C.36.2 Ensure that the subcontractor follows County’s reporting formats and procedures as specified by County.

C.36.3 Include in the subcontractor’s subcontract substantially similar terms as are provided in Sections B. Contractor Responsibilities and C. General Contract Requirements.

Upon expiration or termination of this Contract for any reason, County will have the right to enter into direct Contracts with any of the Subcontractors. Contractor agrees that its arrangements with Subcontractors will not prohibit or restrict such Subcontractors from entering into direct Contracts with County.

C. 37 Subpoena In the event that a subpoena or other legal process commenced by a third party in any way concerning the Goods or Services provided under this Contract is served upon Contractor or County, such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. Contractor and County further agree to cooperate with the other party in any lawful effort by such other party to contest the legal validity of such subpoena or other legal process commenced by a third party as may be reasonably required and at the expense of the party to whom the legal process is directed, except as otherwise provided herein in connection with defense obligations by Contractor for County.

C.38 Termination for Convenience

The County reserves the right to terminate the Contract, for its convenience, with or without cause, with a thirty (30) day written notice of termination. Such termination may include all or part of the services described herein. Upon such termination, payment will be made to the Contractor for services rendered and expenses reasonably incurred prior to the effective date of termination.

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Upon receipt of termination notice Contractor shall promptly discontinue services unless the notice directs otherwise. Contractor shall deliver promptly to County and transfer title (if necessary) all completed work, and work in progress, including drafts, documents, plans, forms, data, products, graphics, computer programs and reports.

C.39 Time of the Essence

Time is of the essence in performance of this Contract and of each of its provisions.

C.40 Venue

The parties acknowledge and agree that this Contract was entered into and intended to be performed in San Bernardino County, California. The parties agree that the venue of any action or claim brought by any party to this Contract will be the Superior Court of California, San Bernardino County, San Bernardino District. Each party hereby waives any law or rule of the court, which would allow them to request or demand a change of venue. If any action or claim concerning this Contract is brought by any third party and filed in another venue, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, San Bernardino County, San Bernardino District.

C.41 Conflict of Interest Contractor shall make all reasonable efforts to ensure that no conflict of interest exists between its officers, employees, or subcontractors and the County. Contractor shall make a reasonable effort to prevent employees, Contractor, or members of governing bodies from using their positions for purposes that are, or give the appearance of being motivated by a desire for private gain for themselves or others such as those with whom they have family business, or other ties.

Officers, employees, and agents of cities, counties, districts, and other local agencies are subject to applicable conflict of interest codes and state law. In the event the County determines a conflict of interest situation exists, any increase in costs, associated with the conflict of interest situation, may be disallowed by the County and such conflict may constitute grounds for termination of the Contract. This provision shall not be construed to prohibit employment of persons with whom Contractor’s officers, employees, or agents have family, business, or other ties so long as the employment of such persons does not result in increased costs over those associated with the employment of any other equally qualified applicant.

C.42 Former County Administrative Officials

Contractor agrees to provide, or has already provided information on former San Bernardino County administrative officials (as defined below) who are employed by or represent Contractor.

The information provided includes a list of former County administrative officials who terminated County employment within the last five years and who are now officers, principals, partners, associates or members of the business. The information also includes the employment with or representation of Contractor. For purposes of this provision, “County administrative official” is defined as a member of the Board of Supervisors or such officer’s staff, County Executive Officer or member of such officer’s staff, County department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit.

C.43 Disclosure of Criminal and Civil Procedures

The County reserves the right to request the information described herein from the Contractor.

Failure to provide the information may result in a termination of the Contract. The County also reserves the right to obtain the requested information by way of a background check performed by an investigative firm. The Contractor also may be requested to provide information to clarify initial responses. Negative information discovered may result in Contract termination.

Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees (as that term is defined herein), within the last ten years, has been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense arising directly or indirectly from the conduct of the firm’s business, or whether the firm, Revised 10/17/2025 Page 14 of 35 or any of its partners, principals, members, associates or key employees, has within the last ten years, been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense involving financial misconduct or fraud. If the response is affirmative, the Contractor will be asked to describe any such indictments or charges (and the status thereof), convictions and the surrounding circumstances in detail.

In addition, the Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees, within the last ten years, has been the subject of legal proceedings as defined herein arising directly from the provision of services by the firm or those individuals. “Legal proceedings” means any civil actions filed in a court of competent jurisdiction, or any matters filed by an administrative or regulatory body with jurisdiction over the firm or the individuals. If the response is affirmative, the Contractor will be asked to describe any such legal proceedings (and the status and disposition thereof) and the surrounding circumstances in detail.

For purposes of this provision “key employees” includes any individuals providing direct service to the County. “Key employees” do not include clerical personnel providing service at the firm’s offices or locations.

C.44 Copyright

County shall have a royalty-free, non-exclusive and irrevocable license to publish, disclose, copy, translate, and otherwise use, copyright or patent, now and hereafter, all reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or properties developed under this Contract including those covered by copyright, and reserves the right to authorize others to use or reproduce such material. All such materials developed under the terms of this Contract shall acknowledge the San Bernardino County as the funding agency and Contractor as the creator of the publication. No such materials, or properties produced in whole or in part under this Contract shall be subject to private use, copyright or patent right by Contractor in the United States or in any other country without the express written consent of County. Copies of all educational and training materials, curricula, audio/visual aids, printer material, and periodicals, assembled pursuant to this Contract must be filed with the County prior to publication. To the extent this Contract is federally funded, Contractor shall provide any information necessary to the County in order to comply with Federal Acquisition Regulation 52.227-15. To the extent applicable, the provisions of Federal Acquisition Regulation 52.227-14 Rights in Data - General shall apply.

C.45 Artwork, Proofs and Negatives

All artwork, proofs, and/or negatives in either print or digital format for anything produced under the terms of this Contract are the property of the County. These items must be returned to the County within ten (10) days, upon written notification to the Contractor. In the event of a failure to return the documents, the County is entitled to pursue any available legal remedies. In addition, the Contractor will be barred from all future solicitations, for a period of at least six (6) months.

C.46 Iran Contracting Act

IRAN CONTRACTING ACT OF 2010, Public Contract Code sections 2200 et seq. (Applicable for all Contracts of one million dollars ($1,000,000) or more). In accordance with Public Contract Code section 2204(a), the Contractor certifies that at the time the Contract is signed, the Contractor signing the Contract is not identified on a list created pursuant to subdivision (b) of Public Contract Code section 2203 as a person (as defined in Public Contract Code section 2202(e)) engaging in investment activities in Iran described in subdivision (a) of Public Contract Code section 2202.5, or as a person described in subdivision (b) of Public Contract Code…