Agenda packet — Rialto City Council, May 12, 2026 (part 2 of 3)

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STREET NAME FROM TO
ARROWHEAD AVE W 3RD ST W 2ND STASHFORD AVE MCWETHY ST ENDASHFORD AVE W MADRONA ST W HOLLY STASHFORD AVE W SHAMROCK ST W WABASH STASPEN AVE LORRAINE PL W 2ND STASPEN AVE W ETIWANDA AVE W MORGAN STASPEN AVE W MADRONA ST W WEDGEWOOD STASPEN AVE W VICTORIA ST W GROVE STASPEN AVE (OR) SMOKE TREE AVE W VAN KOEVERING ST W VICTORIA ST

BASELINE RD (EB) CEDAR AVE GLENWOOD AVE
BASELINE RD (EB) GLENWOOD AVE IDYLLWILD AVEBASELINE RD (EB) IDYLLWILD AVE CACTUS AVEBASELINE RD (EB) LINDEN AVE CEDAR AVEBASELINE RD (EB) MAPLE AVE LINDEN AVEBASELINE RD (WB) CACTUS AVE IDYLLWILD AVEBASELINE RD (WB) CEDAR AVE LINDEN AVEBASELINE RD (WB) GLENWOOD AVE CEDAR AVEBASELINE RD (WB) IDYLLWILD AVE GLENWOOD AVEBASELINE RD (WB) LINDEN AVE MAPLE AVEBEECHWOOD AVE GROVE ST ROSEWOOD STBEECHWOOD AVE ROSEWOOD ST MORGAN STBRAMPTON AVE LORRAINE PL W 2ND STBRAMPTON AVE ROSEWOOD ST VICTORIA STBRAMPTON AVE VICTORIA ST ENDCASCADE DR N OLIVE AVE N SYCAMORE AVECASCADE DR N PALM AVE N RIVERSIDE AVECASCADE DR N WILLOW AVE

ALICE AVE

CEDAR AVE HOLLY ST ETIWANDA AVECEDAR AVE JACKSON ST HOLLY STCEDAR AVE W BASELINE RD JACKSON STCERRITOS ST END N MAGNOLIA AVECOLUMBINE AVE MILOR AVE

APPLE AVE
COLUMBINE AVE N APPLE AVE RIVERSIDE AVECORNELL DR N RIVERSIDE AVE N SYCAMORE AVECORNELL ST END N LINDEN AVECORNELL ST N ASPEN AVE ENDDALEWOOD AVE N RIVERSIDE AVE N APPLE AVEDATE AVE E ROSEWOOD ST E GROVE STFILLMORE AVE GROVE ST ROSEWOOD STFILLMORE AVE LORRAINE PL W 2ND STFILLMORE AVE ROSEWOOD ST VICTORIA STFILLMORE AVE VICTORIA ST ENDFILLMORE AVE W 2ND ST END Exhibit A Page 2 of 6
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FOLKE ST N ASPEN AVE ENDFOOTHILL BLVD CEDAR AVE LARCH AVEFOOTHILL BLVD LARCH AVE SPRUCE AVEFOOTHILL BLVD LINDEN AVE CEDAR AVEFOOTHILL BLVD MAPLE AVE LINDEN AVEFOOTHILL BLVD SPRUCE AVE CACTUS AVEFOREST AVE W HOLLY ST ENDFOREST AVE W SHAMROCK ST W WABASH STGROVE ST

ASPEN AVE END

GROVE ST CEDAR AVE LARCH AVEGROVE ST DATE AVE RIVERSIDE AVEGROVE ST LANCEWOOD AVE

ASPEN AVE

GROVE ST LARCH AVE SPRUCE AVEGROVE ST SPRUCE AVE N FILLMORE AVEGROVE ST SYCAMORE AVE DATE AVEHOLLY ST

ASHFORD AVE SANDLEWOOD AVE
HOLLY ST LINDEN AVE LANCEWOOD AVEHOLLY ST SANDLEWOOD AVE LINDEN AVEHOME ST N OLIVE AVE N SYCAMORE AVEIDYLLWILD AVE ROSEWOOD ST VICTORIA STIDYLLWILD AVE VICTORIA ST ETIWANDA AVEIRIS AVE END W NORWOOD STIRONWOOD AVE W HOLLY ST ENDIRONWOOD AVE W JACKSON ST W SHAMROCK STJACKSON ST END N WISTERIA AVEJACKSON ST N MAPLE AVE ENDJACKSON ST N SANDALWOOD AVE N LINDEN AVEJACKSON ST N WISTERIA AVE N CEDAR AVELANCEWOOD AVE HOLLY ST MADRONA STLANCEWOOD AVE LORRAINE PL W 2ND STLANCEWOOD AVE LORRAINE PL W 2ND STLANCEWOOD AVE W MESA DR W WABASH STLANCEWOOD AVE W VICTORIA ST W GROVE STLANCEWOOD AVE WEDGEWOOD ST HOLLY STLINDEN AVE BASELINE RD SHAMROCK STLINDEN AVE ETIWANDA AVE VICTORIA STLINDEN AVE FOOTHILL BLVD LORRAINE PLLINDEN AVE HOLLY ST ETIWANDA AVELINDEN AVE LORRAINE PL PACIFIC ELECTRIC TRAILLINDEN AVE MCWETHY ST FOOTHILL BLVDLINDEN AVE PACIFIC ELECTRIC TRAIL RIALTO AVELINDEN AVE SHAMROCK ST HOLLY STLINDEN AVE VICTORIA ST MCWETHY ST Exhibit A Page 3 of 6
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LORRAINE PL N LARCH AVE N FILLMORE AVELORRAINE PL N LINDEN AVE N WISTERIA AVELORRAINE PL N WISTERIA AVE N CEDAR AVELORRAINE PL WISTERIA AVE CEDAR AVEMADRONA ST N LANCEWOOD AVE N WISTERIA AVEMADRONA ST N MAPLE AVE N ASHFORD AVEMAGNOLIA AVE E MORGAN ST E VAN KOEVERING STMASON ST N TEAKWOOD AVE N BEECHWOOD AVEMCWETHY ST N MAPLE AVE PVMT CHNGE 225' E/ ASHFORD AVEMESA DR

ASHFORD AVE SANDLEWOOD AVE

MESA DR N LANCEWOOD AVE N WISTERIA AVEMESA DR SANDLEWOOD AVE ENDMILOR AVE COLUMBINE AVE NORWOOD STMILOR AVE END COLUMBINE AVEMORGAN ST N ASPEN AVE N WISTERIA AVEMORGAN ST N RIVERSIDE AVE N MAGNOLIA AVEMORGAN ST N TEAKWOOD AVE N SPRUCE AVENORWOOD ST CACTUS AVE IRIS AVENORWOOD ST IRIS AVE MILOR AVEOLIVE AVE E CERRITOS ST E WINCHESTER DROLIVE AVE E MORGAN ST E VAN KOEVERING STOLIVE AVE E RAMONA DR ENDOLIVE AVE E VIRGINIA ST E HOME STORANGE AVE DALEWOOD AVE ENDORANGE AVE END W CHERRY AVEORANGE AVE END W COLUMBINE AVEORANGE AVE N APPLE AVE DOWNING DRPALM AVE DALEWOOD AVE ENDPALM AVE DOWNING DR WINSLOW AVEPALM AVE END W CHERRY AVEPALM AVE END W COLUMBINE AVEPALM AVE WINSLOW AVE ENDRAMONA DR END N LINDEN AVERAMONA DR N RIVERSIDE AVE ENDRAMONA DR OLIVE AVE SYCAMORE AVERAMONA DR OLIVE AVE ENDRIALTO AVE CEDAR AVE LARCH AVERIALTO AVE LARCH AVE SPRUCE AVERIALTO AVE N LINDEN AVE CEDAR AVERIALTO AVE SPRUCE AVE CACTUS AVEROSEWOOD ST DATE AVE SYCAMORE AVEROSEWOOD ST DATE AVE RIVERSIDE AVEROSEWOOD ST N ASPEN AVE N CEDAR AVE Exhibit A Page 4 of 6
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ROSEWOOD ST N LINDEN AVE N LANCEWOOD AVESANDALWOOD AVE HOLLY ST SHAMROCK STSANDALWOOD AVE SHAMROCK ST MESA DRSANDALWOOD AVE W VICTORIA ST ENDSCOTT ST END N SYCAMORE AVESCOTT ST N RIVERSIDE AVE N OLIVE AVESHAMROCK ST END N WISTERIA AVESHAMROCK ST LINDEN AVE LANCEWOOD AVESHAMROCK ST N SANDALWOOD AVE N LINDEN AVESMOKE TREE AVE LORRAINE PL W 2ND STSMOKE TREE AVE LORRAINE PL W 2ND STSMOKE TREE AVE W BASELINE RD W MESA DRSMOKE TREE AVE W MADRONA ST W VALENCIA STSMOKE TREE AVE W VICTORIA ST W GROVE STSMOKE TREE AVE W WEDGEWOOD ST W ETIWANDA AVESPRUCE AVE 2ND ST LORRAINE PLSPRUCE AVE FOOTHILL BLVD GROVE STSPRUCE AVE GROVE ST VICTORIA STSPRUCE AVE LORRAINE PL FOOTHILL BLVDSPRUCE AVE VICTORIA ST ETIWANDA AVESYCAMORE AVE ETIWANDA AVE ROSEWOOD STSYCAMORE AVE ROSEWOOD ST FOOTHILL BLVDVALENCIA ST END N LINDEN AVEVALENCIA ST N LANCEWOOD AVE N SMOKE TREE AVEVALENCIA ST N MAPLE AVE ENDVAN KOEVERING ST END N WISTERIA AVEVAN KOEVERING ST N OLIVE AVE N SYCAMORE AVEVICTORIA ST

ASPEN AVE END

VICTORIA ST LANCEWOOD AVE

ASPEN AVE

VICTORIA ST N MAPLE AVE SANDALWOOD AVEVICTORIA ST N RIVERSIDE AVE N SYCAMORE AVEVICTORIA ST N SPRUCE AVE N FILLMORE AVEVICTORIA ST SANDALWOOD AVE N LINDEN AVEVIRGINIA ST N ALICE AVE N RIVERSIDE AVEVIRGINIA ST N RIVERSIDE AVE N MAGNOLIA AVEWABASH ST N MAPLE AVE N SANDALWOOD AVEWEDGEWOOD CT END N LINDEN AVEWEDGEWOOD CT TEAKWOOD AVE N IDYLLWILD AVEWEDGEWOOD ST N LANCEWOOD AVE N WISTERIA AVEWEDGEWOOD ST N MAPLE AVE N FOREST AVEWINCHESTER DR N OLIVE AVE N SYCAMORE AVEWINSLOW AVE N APPLE AVE N PALM AVEWISTERIA AVE END W WEDGEWOOD ST Exhibit A Page 5 of 6
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WISTERIA AVE LORRAINE PL W 2ND STWISTERIA AVE LORRAINE PL W 2ND STWISTERIA AVE MADRONA ST JACKSON STWISTERIA AVE MESA DR JACKSON STWISTERIA AVE W MORGAN AVE W VAN KOEVERING STYUCCA AVE END N YUCCA AVEYUCCA AVE N MILOR AVE W NORWOOD ST Exhibit A Page 6 of 6
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City of Rialto
Legislation Text
File #: 26-0304, Version: 1, Agenda #: F.3
For City Council Meeting May 12, 2026
TO: Honorable Mayor and City Council
FROM: Tanya Williams, City Manager
AUTHOR: Barbara A. McGee, City Clerk
Request City Council to Confirm Appointment of Mayor Joe Baca to the San Bernardino Regional Housing Trust JPA Board.

RECOMMENDATION
Staff recommends the City Council confirm appointment of Mayor Joe Baca to the San Bernardino Regional Housing Trust JPA Board.

BACKGROUND
On April 5, 2023, the San Bernardino Council of Governments’ (SBCOG) Board of Directors initiated the process of establishing the San Bernardino Regional Housing Trust (SBRHT), including the establishment of a new Joint Powers Authority. A regional housing trust provides a mechanism to raise and leverage existing funds to support the creation of housing, with a focus on affordable housing. Given the limited capacity of local jurisdictions to devote resources to trust administration, and San Bernardino Council of Governments’ (SBCOG) well-established role in the region.

ANALYSIS/DISCUSSION
On April 14, 2026, Rialto City Council adopted Resolution No. 8490, authorizing the City’s participation in the San Bernardino Regional Housing Trust Joint Power Authority (JPA). In accordance with the JPA, each Member Agency may appoint (1) Director to the Board. Each Director shall serve a term of 2 years, but may be reappointed for successive two-year terms.

Staff recommends the City Council confirm the appointment of Mayor Joe Baca to the San Bernardino Regional Housing Trust JPA Board.

The City Clerk’s Office will notify the organization of the appointment.

ENVIRONMENTAL IMPACT
The proposed action is not defined as a “project” within the meaning of Section 15378 of the California Environmental Quality Act Guidelines. The proposed action is a fiscal, administrative and organizational activity of a governmental entity and will not result in a potentially significant environmental impact. According to Section 15378(b), a Project does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

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File #: 26-0304, Version: 1, Agenda #: F.3

GENERAL PLAN CONSISTENCY
This action is consistent with Guiding Principle 3A in the General Plan:

Our City government will lead by example, and will operate in an open, transparent, and responsive manner that meets the needs of the citizens and is a good place to do business.

LEGAL REVIEW
The City Attorney's Office has reviewed the staff report.

FINANCIAL IMPACTS
Operating Budget Impact
There is no impact on the Operating Budget.

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City of Rialto
Legislation Text
File #: 26-0301, Version: 1, Agenda #: F.4
For City Council Meeting May 12, 2026
TO: Honorable Mayor and City Council
FROM: Tanya Williams, City Manager
AUTHOR: Nicole Hemmans, Senior Administrative Analyst
Request City Council/Rialto Utility Authority to: (1) Adopt Resolution No. 8500 and RUA Resolution No. 26-03 Amending its 2025-2026 Wastewater Fiscal Year Budget For an Amount of $72,000; (2) Authorize Professional Service Agreement Amendment No. 4 With Rod LeMond in the Amount of $120,000 For a Total Not-To-Exceed Contract Amount of $220,000, For Continued Independent Financial Advisory and Accounting Services to Support the Rialto Utility Authority’s Financial Management, Reporting, and Compliance Obligations; and (3) Authorize the City Manager/Executive Director or Their Designee to Execute all Related Documents. (ACTION)

RECOMMENDATION
Staff recommends that the City Council/Rialto Utility Authority:
1) Adopt a City Resolution and RUA Resolution Amending the 2025-2026 Wastewater Fiscal Year Budget for an amount of $72,000;
2) Authorize Professional Service Agreement Amendment No. 4 with Rod LeMond in the amount of $120,000 for a total not-to-exceed contract amount of $220,000, for continued independent financial advisory and accounting services to support the Rialto Utility Authority’s financial management, reporting, and compliance obligations; and
3) Authorize the City Manager/Executive Director or their designee to execute all related documents.

BACKGROUND
On February 4, 2025, the Rialto Utility Authority (RUA) entered into a Professional Services Agreement (PSA) with Rod LeMond, CPA, to provide specialized financial advisory services related to the Authority’s agreement with Rialto Water Services RWS) for the provision of contract water and wastewater services.

The Consultant was initially engaged through sole-source procurement due to his expertise in water and wastewater financial management and concession-style utility agreements. His original assessment focused on reviewing the terms and arrangements associated with the Concession Agreement and related Trust Agreements, including evaluation of the financial structure and flow of funds between the Authority and RWS.

Following the initial engagement, the Authority approved several amendments to the agreement to expand the scope of services and continue advisory support as additional financial management City of Rialto Page 1 of 5 Printed on 5/7/2026
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File #: 26-0301, Version: 1, Agenda #: F.4
expand the scope of services and continue advisory support as additional financial management needs were identified:
· Original PSA (February 4, 2025): Not-to-exceed $25,000. · First Amendment (May 22, 2025): Increased total contract amount to $50,000 and expanded services to include review and documentation of Concession Agreement financial structures, internal reporting processes, and accounting matters associated with Combined Remedy. · Second Amendment: Increase total compensation to $75,000. · Third Amendment: Increase total compensation to $100,000.

During the course of this engagement, Mr. LeMond has assisted staff in evaluating accounting practices, refining financial reporting processes, supporting budget integration efforts, and providing advisory services related to the financial provisions of the Concession Agreement and associated trust account requirements. Mr. LeMond’s involvement also included assisting the team in recovering approximately $1 million in unpaid invoices related to the Combined Remedy efforts and is currently engaged in addressing outstanding issues among the four parties to the agreement.

Because Mr. LeMond was initially retained to analyze the financial terms and operational structure of the Concession Agreement, he has developed a strong understanding of the Authority’s contractual arrangements and financial reporting structure. This institutional knowledge has allowed him to provide effective guidance to staff on complex financial matters associated with the Concession Agreement and related trust accounts.

ANALYSIS/DISCUSSION
The Utilities Department continues to manage a number of complex financial reporting, budgeting, and compliance responsibilities related to the Authority’s water and wastewater operations and its contractual relationship with Rialto Water Services. Based on the staff’s experience working with Mr.

LeMond and the evolving financial management needs of the Utility, staff is proposing Amendment No. 4 to continue these advisory services.

Under the proposed Scope of Work, Mr. LeMond would continue to provide independent financial management and accounting advisory services, including:

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File #: 26-0301, Version: 1, Agenda #: F.4
Scope of Work
These services will help support staff, improve financial reporting processes, ensure compliance with contractual and financial obligations, and strengthen financial oversight of utility operations.

Rod Lemond will continue on an hourly basis for a total amount not to exceed $120,000 through June 30, 2027, for services provided under Amendment No. 4 (total contract amount, as amended by City of Rialto Page 3 of 5 Printed on 5/7/2026
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File #: 26-0301, Version: 1, Agenda #: F.4
30, 2027, for services provided under Amendment No. 4 (total contract amount, as amended by Amendment No. 4, is $220,000).

On April 30, 2026, the Water Subcommittee reviewed this item and provided feedback that the item be moved forward to the City Council/RUA Board for consideration.

ENVIRONMENTAL IMPACT
This is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. According to Section 15378(b), a Project does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

GENERAL PLAN CONSISTENCY
Approval of the proposed action also complies with the following City of Rialto Guiding Principles, General Plan Goals and Policies: “Our City government will lead by example, and will operate in an open, transparent, and responsive manner that meets the needs of the citizens and is a good place to do business.”

LEGAL REVIEW
The City Attorney's Office has reviewed the staff report and approved the amendment as to form.

FINANCIAL IMPACTS
Operating Budget Impact
The original Professional Services Agreement (PSA) was $25,000 and has been amended three times. The proposed amendment will increase the contract by $120,000, resulting in a revised total not-to-exceed amount of $220,000.

Sufficient funds are available in the RUA Water Contract Services Account No. 56807960-52011 in the amount of $48,000.

A new appropriation of $72,000 is required in the RUA Wastewater Contract Services Account No. 56807860-52011.

Capital Improvement Budget Impact
There is no impact on the Capital Improvement Budget.

Licensing
Prior to execution of Amendment No. 4 to the original Professional Service Agreement, the vendor shall submit a business license application and pay a Business License tax, as well as Administration and State fees.

ATTACHMENTS

1. Resolution Authorizing a New Appropriation of $72,000

2. RUA Resolution Authorizing a New Appropriation of $72,000

3. Rod LeMond Proposed Amendment No. 4
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File #: 26-0301, Version: 1, Agenda #: F.4

4. Rod LeMond Executed Amendment No. 3

5. Rod LeMond Executed Amendment No. 2

6. Rod LeMond Executed Amendment No. 1

7. Rod LeMond Original PSA

8. Conflict of Interest Disclosure

9. Business License
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RESOLUTION NO. XXXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RIALTO, CALIFORNIA AMENDING ITS 2025-2026 WASTEWATER FISCAL YEAR BUDGET IN FUND 680.

WHEREAS, the budget for fiscal year 2025-2026 of the City of Rialto has been adopted by this Council in its original form, and said budget will need to be amended at times to fulfill the goals of the City; and
WHEREAS, the City departments may not exceed their appropriations by character of expense, with character of expense being defined as personnel services, services and supplies, capital outlay, debt service and transfers, without the consent of the City Manager; and WHEREAS, the City Manager may transfer appropriations between departments and within their respective funds, as long as those appropriations do not exceed their fund total unless approved by Council.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RIALTO AS FOLLOWS:

Section 1. The above recitals are true and correct.

Section 2. The City Council hereby approves a new appropriation to the Wastewater Concession Agreement Fund in Contract Services Account No. 56807860-52011 in the amount of $72,000.

Section 3. The City of Rialto’s City Manager or their designee is hereby authorized and directed to execute the Budget Amendment and any amendments thereof.

Section 4. This resolution shall take effect immediately upon its passage. 314
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PASSED, APPROVED AND ADOPTED this 12th day of May, 2026. _______________________________
JOE BACA, Mayor
ATTEST:
_________________________________
BARBARA A. McGEE, City Clerk
APPROVED AS TO FORM:
_________________________________
ERIC S. VAIL, City Attorney
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss

CITY OF RIALTO )
I, Barbara McGee, City Clerk of the City of Rialto, do hereby certify that the foregoing Resolution No. _________ was duly passed and adopted at a regular meeting of the City Council of the City of Rialto held on the 12th day of May 2026.

Upon motion of _______________, seconded by __________________, the foregoing Resolution No. was duly passed and adopted.

Vote on the motion:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and the Official Seal of the City of Rialto this 12th day of May 2026.
___________________________________
BARBARA A. McGEE, City Clerk
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RUA RESOLUTION NO. XX-XX

A RESOLUTION OF THE RIALTO UTILITY AUTHORITY BOARD OF THE CITY OF RIALTO, CALIFORNIA AMENDING ITS 2025-2026 WASTEWATER FISCAL YEAR BUDGET IN FUND 680.

WHEREAS, the budget for fiscal year 2025-2026 of the Rialto Utility Authority has been adopted by this Board in its original form, and said budget will need to be amended at times to fulfill the goals of the Board; and
WHEREAS, the Rialto Utility Authority may not exceed their appropriations by character of expense, with character of expense being defined as personnel services, services and supplies, capital outlay, debt service, and transfers, without the consent of the Executive Director; and WHEREAS, the Executive Director may transfer appropriations between departments and within their respective funds, as long as those appropriations do not exceed their fund total unless approved by the Board.

NOW, THEREFORE, BE IT RESOLVED BY THE RIALTO UTILITY AUTHORITY OF THE CITY OF RIALTO AS FOLLOWS:

Section 1. The above recitals are true and correct.

Section 2. The Rialto Utility Authority Board hereby approves a new appropriation to the Wastewater Concession Agreement Fund in Contract Services Account No. 56807860-52011 in the amount of $72,000.

Section 3. The Rialto Utility Authority’s Executive Director or their designee is hereby authorized and directed to execute the Budget Amendment and any amendments thereof.

Section 4. This resolution shall take effect immediately upon its passage. 317
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PASSED, APPROVED AND ADOPTED this 12th day of May, 2026. _______________________________
JOE BACA, President
ATTEST:
_________________________________
BARBARA A. McGEE, Secretary
APPROVED AS TO FORM:
_________________________________
ERIC S. VAIL, Board Counsel
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss

CITY OF RIALTO )
I, Barbara McGee, Board Secretary of the Rialto Utility Authority of the City of Rialto, do hereby certify that the foregoing RUA Resolution No. _________ was duly passed and adopted at a regular meeting of the Rialto Utility Authority of the City of Rialto held on the 12th day of May 2026.

Upon motion of _______________, seconded by __________________, the foregoing RUA Resolution No. was duly passed and adopted.

Vote on the motion:

AYES:

NOES:

ABSENT:

FOURTH AMENDMENT TO THE

SERVICES AGREEMENT

BETWEEN THE RIALTO UTILITY AUTHORITY
AND

ROD LEMOND, CPA

1. PARTIES AND DATE.

This Fourth Amendment to the Services Agreement (“Fourth Amendment”) is made and entered into this 19th day of March, by and between the Rialto Utility Authority (“RUA”) and Rod Lemond, CPA, a Sole Proprietor (“Consultant”). RUA and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Fourth Amendment.

2. RECITALS.

2.1 Agreement. RUA and Consultant entered into that certain Services Agreement dated February 4, 2025, (“Agreement”), whereby Consultant agreed to provide services to the RUA related to assisting with a review of the terms and arrangements associated with the Authority’s agreements with Rialto Water Systems (“RWS” for the provision of the contract water and wastewater services to the City of Rialto/Authority. These services include the operations and maintenance of the water and wastewater systems.

2.2 Amendment. RUA and Consultant desire to amend the Agreement by this Fourth Amendment to include additional tasks for the project as set forth in “Exhibit A”, to extend the term of the Agreement, and to increase the total amount of compensation for the Agreement.

3. AMENDMENT.

3.1 Scope of Services. In addition to the Scope of Services set forth in the Agreement, Consultant shall perform the additional services included in this Fourth Amendment to the Agreement and described in “Exhibit A,” attached hereto and incorporated herein by this reference.

3.2 Payment Terms. Consultant shall be compensated for the additional services included in this Fourth Amendment in an amount not to exceed One Hundred Twenty Thousand Dollars and Zero Cents ($120,000.00). The total compensation, including reimbursement for actual expenses, the RUA will pay Consultant pursuant to the Agreement as amended by the Fourth Amendment shall not exceed Two Hundred Twenty Thousand Dollars and Zero Cents ($220,000.00).
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3.3 Time for Performance. The time to complete the additional services included in the Fourth Amendment shall begin immediately upon the RUA Council’s approval of the Fourth Amendment. The term of this Agreement shall be extended through March 31, 2027.

4. MISCELLANEOUS TERMS.

4.1 Continuing Effect of Agreement. Except as amended by this Fourth Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect.

From and after the date of this Fourth Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Fourth Amendment.

4.2 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Fourth Amendment.

4.3 Counterparts. This Fourth Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.

4.4 Conflict of Interest. Pursuant to Rialto Municipal Code section 2.48.145, Consultant represents that it has disclosed whether it or its officers or employees is related to any officer or employee of the RUA or City of Rialto by blood or marriage within the third degree which would subject such officer or employee to the prohibition of California Government Sections 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090. To this end, by approving this Agreement, Consultant attests under penalty of perjury, personally and on behalf of Consultant, as well its officers, representatives, that it/they have no relationship, as described above, or financial interests, as such term is defined in California Government Section 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090, with any RUA or City of Rialto elected or appointed official or employee, except as specifically disclosed to the RUA and the City of Rialto in writing.

4.5 Corporate Authority. The persons executing this Fourth Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Fourth Amendment on behalf of said party, (iii) by so executing this Fourth Amendment, such party is formally bound to the provisions of this Fourth Amendment and (iv) the entering into this Fourth Amendment does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS THEREOF, the parties have caused their authorized representative to execute this agreement the day and year first above written.

RIALTO UTILITY AUTHORITY ROD LEMOND, CPA
By: By:

Tanya Williams Signature
Executive Director
Rod Lemond, CPA
Printed Name
Attest:

Owner
Title
By:

Barbara A. McGee
Secretary By:

Signature
Approved as to Form:

Printed Name
Burke, Williams & Sorensen, LLP
Title
By:

Eric S. Vail **Two signatures are required if a
General Counsel corporation**
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EXHIBIT “A”

SCOPE OF SERVICES
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THIRD AMENDMENT TO THE

SERVICES AGREEMENT

BETWEEN THE RIALTO UTILITY AUTHORITY
AND

ROD LEMOND, CPA

1. PARTIES AND DATE.

This Third Amendment to the Services Agreement ( Third Amendment ) is made and entered into this 16th day of December, by and between the Rialto Utility Authority ( RUA ) and Rod Lemond, CPA, a Sole Proprietor, ( Consultant ). RUA and Consultant are sometimes Third Amendment.

2. RECITALS.

2.1 Agreement. RUA and Consultant entered into that certain Services Agreement dated February 4th, 2025,
RUA related to assisting with a review of the terms and arrangements associated with the and wastewater services to the City of Rialto/Authority. These services include the operations and maintenance of the water and wastewater systems.

2.2 Amendment. RUA and Consultant desire to amend the Agreement by this Third Amendment to increase the total amount of compensation for the Agreement.

3. AMENDMENT.

3.1 Payment Terms. Consultant shall be compensated for the additional services included in this Third Amendment in an amount not to exceed $25,000.00 (Twenty-Five Thousand Dollars and Zero Cents). The total compensation, including reimbursement for actual expenses, the RUA will pay Consultant pursuant to the Agreement as amended by the Third Amendment shall not exceed $100,000 (One Hundred Thousand Dollars and Zero Cents).

4. MISCELLANEOUS TERMS.

4.1 Continuing Effect of Agreement. Except as amended by this Third Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect.

From and after the date of this Third Amendment, whenever the term Agreement appears in the Agreement, it shall mean the Agreement as amended by this Third Amendment. 325
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4.3 Counterparts. This Third Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.

4.5 Corporate Authority. The persons executing this Third Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Third Amendment on behalf of said party, (iii) by so executing this Third Amendment, such party is formally bound to the provisions of this Third Amendment and (iv) the entering into this First Amendment does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS THEREOF, the parties have caused their authorized representative to execute this agreement the day and year first above written.

RIALTO UTILITY AUTHORITY ROD LEMOND, CPA
By: By:

Tanya Williams Signature
Executive Director
Rod Lemond, CPA
Printed Name
Attest:

Owner
Title
By: Barbara A. McGee
Secretary By:

Signature
Approved as to Form:

Printed Name
Burke, Williams & Sorensen, LLP
Title
By:

Eric S. Vail **Two signatures are required if a
General Counsel corporation**
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SECOND AMENDMENT TO THE

SERVICES AGREEMENT

BETWEEN THE RIALTO UTILITY AUTHORITY
AND

ROD LEMOND, CPA

1. PARTIES AND DATE.

This Second Amendment to the Services Agreement ( Second Amendment ) is made and entered into this 24th day of September, by and between the Rialto Utility Authority ( RUA ) and Rod Lemond, CPA, a Sole Proprietor, ( Consultant ). RUA and Consultant are sometimes Second Amendment.

2. RECITALS.

2.1 Agreement. RUA and Consultant entered into that certain Services Agreement dated February 4th, 2025, ( Agreement ), whereby Consultant agreed to provide services to the RUA related to assisting with a review of the terms and arrangements associated with the and wastewater services to the City of Rialto/Authority. These services include the operations and maintenance of the water and wastewater systems.

2.2 Amendment. RUA and Consultant desire to amend the Agreement by this Second Amendment to increase the total amount of compensation for the Agreement.

3. AMENDMENT.

3.1 Payment Terms. Consultant shall be compensated for the additional services included in this Second Amendment in an amount not to exceed $25,000.00 (Twenty-Five Thousand Dollars and Zero Cents). The total compensation, including reimbursement for actual expenses, the RUA will pay Consultant pursuant to the Agreement as amended by the Second Amendment shall not exceed $75,000 (Seventy-Five Thousand Dollars and Zero Cents).

4. MISCELLANEOUS TERMS.

4.1 Continuing Effect of Agreement. Except as amended by this Second Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect.

From and after the date of this Second Amendment, whenever the term Agreement appears in the Agreement, it shall mean the Agreement as amended by this Second Amendment.

4.3 Counterparts. This Second Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.

4.5 Corporate Authority. The persons executing this Second Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Second Amendment on behalf of said party, (iii) by so executing this Second Amendment, such party is formally bound to the provisions of this Second Amendment and (iv) the entering into this Second Amendment does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS THEREOF, the parties have caused their authorized representative to execute this agreement the day and year second above written.

RIALTO UTILITY AUTHORITY ROD LEMOND, CPA
By: By:

Tim Sullivan Signature
Executive Assistant Director
Rod Lemond, CPA
Printed Name
Attest:

Owner
Title
By:

Barbara A. McGee
Secretary By:

Signature
Approved as to Form:

Printed Name
Burke, Williams & Sorensen, LLP
Title
By:

Eric S. Vail **Two signatures are required if a
General Counsel corporation**
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FIRST AMENDMENT TO THE

SERVICES AGREEMENT

BETWEEN THE RIALTO UTILITY AUTHORITY
AND

ROD LEMOND, CPA

1. PARTIES AND DATE.

This First Amendment to the Services Agreement ( First Amendment ) is made and entered into this 22nd day of May 2025, by and between the Rialto Utility Authority ( RUA ) and Rod Lemond, CPA, a Sole Proprietor ( Consultant ). RUA and Consultant are sometimes First Amendment.

2. RECITALS.

2.2 Amendment. RUA and Consultant desire to amend the Agreement by this First Amendment to provide additional efforts in connection with review and documentation of Concessionaire Agreement and Trust Agreement for flow of funds. In addition, the amendment will cover process reviews of departmental internal financial and budgetary reporting, grants and contracts reporting and accounting matters specific to Combined Remedy, and to increase the total amount of compensation for the Agreement.

3. AMENDMENT.

3.1 Scope of Services. In addition to the Scope of Services set forth in the Agreement, Consultant shall perform the additional services included in this First Amendment to the Agreement and described in attached hereto and incorporated herein by this reference.

3.2 Payment Terms. Consultant shall be compensated for the additional services included in this First Amendment in an amount not to exceed $25,000.00 (Twenty-Five Thousand Dollars and Zero Cents). The total compensation, including reimbursement for actual expenses, the RUA will pay Consultant pursuant to the Agreement as amended by the First Amendment shall not exceed $50,000.00 (Fifty Thousand Dollars and Zero Cents).

3.3 Time for Performance. The time to complete the additional services included in the First Amendment shall begin immediately upon the RUA
Amendment.
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4. MISCELLANEOUS TERMS.

4.1 Continuing Effect of Agreement. Except as amended by this First Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this First Amendment, whenever the term Agreement appears in the Agreement, it shall mean the Agreement as amended by this First Amendment.

4.3 Counterparts. This First Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.

4.5 Corporate Authority. The persons executing this First Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this First Amendment on behalf of said party, (iii) by so executing this First Amendment, such party is formally bound to the provisions of this First Amendment and (iv) the entering into this First Amendment does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS THEREOF, the parties have caused their authorized representative to execute this agreement the day and year first above written.

RIALTO UTILITY AUTHORITY ROD LEMOND, CPA
By: By:

Tim Sullivan, Signature
Executive Assistant Director
Rod Lemond, CPA
Printed Name
Attest:

Owner
Title
By:

Barbara A. McGee
Secretary By:

Signature
Approved as to Form:

Printed Name
Burke, Williams & Sorensen, LLP
Title
By:

Eric S. Vail **Two signatures are required if a
General Counsel corporation**
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PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF RIALTO/RIALTO UTILITY AUTHORITY AND

ROD LEMOND, CPA
this 4th day of February 2025, by and between the Rialto Utility Authority, a joint powers Authority , and Rod LeMond, CPA. A Sole Proprietor Authority

RECITALS
A. Authority has sought, by Sole Source, the performance of professional services to assist with a review of the terms and arrangements associated with the water and wastewater services to the City of Rialto/Authority. These services include the operations and maintenance of the water and wastewater systems.

B. Following the submission of an Engagement Letter for the performance of the services defined and described particularly in Article 1 of this Agreement, Consultant was selected by the Authority to perform those services.

C. Pursuant to Chapter 2.48 of the Rialto Municipal Code, Authority has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for the performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.
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In compliance with all terms and conditions of this Agreement, Consultant shall provide those professional services and as
hereto as and incorporated herein by this reference, which services may be Authority to enter into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, it meets all local, state, and federal requirements in performing the services, and it is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agr
practice recognized by one or more professional firms performing similar work under similar circumstances.

1.2 The Agreement between the Parties shall consist of the following: (1) this Agreement; and (2) Authority
. The
Contract Documents and Accepted Proposal shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the Scope of Services, , and/or this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the Authority and any federal, state, or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees, and Assessments.

Consultant shall obtain, at its sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise ces required by this
Agreement, and shall indemnify, defend, and hold harmless Authority, its officers, employees or agents of Authority, against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against Authority hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the 336
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facilities, difficulties, and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. If Consultant discovers any latent or unknown conditions that will materially affect the performance of the services hereunder, then Consultant shall immediately inform the Authority of such fact and shall not proceed except at Authority
from the Contract Officer.

1.6 Care of Work.

Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof, to prevent losses or damages, and shall be responsible for all such damages to persons or property, until acceptance of the work by Authority, except such losses or damages as may be caused by Authority own negligence.

1.7 Prevailing Wages.

Consultant is aware of the requirements of California Labor Code Section 1720, et seq. and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq
projects. It is the understanding of Authority and Consultant that the Prevailing Wage Laws may not apply to this Agreement because the Agreement does not involve any services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder. However, Consultant shall defend, indemnify, and hold Authority, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

1.8 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless specified in this Agreement, neither Party shall be responsible for the service of the other.

1.9 Additional Services.

Authority shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work.

No such extra work or change may be undertaken unless a written order is first given by the Contract Officer to the Consultant, describing in detail the extra work or change and the reason(s) therefor and incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work or change, and/or (ii) the time to perform this Agreement, which said adjustments shall be reflected in an amendment to the Agreement 337
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subject to the written approval of the Parties. Any amendment to this Agreement shall be reviewed and approved by the Executive Director. In accordance with Rialto Municipal Code section 2.48.180, increases in compensation of this Agreement may be approved by the Executive Director provided: (a) the initial Contract Sum was less than One Hundred Thousand Dollars ($100,000) and the amended Contract Sum when considering any or all amendments will not exceed One Hundred Thousand Dollars ($100,000); or (b) the agreement was approved by the Board of Directors and the increases in compensation taken either separately or cumulatively do not exceed One Hundred Thousand Dollars ($100,000). Any greater increases, taken either separately or cumulatively must be approved by the Board of Directors. Payment for additional services rendered by Consultant under this Agreement requires the submission of the actual costs claim(s), as provided in Section 2.4. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. Authority may in its sole and absolute discretion have similar work done by other contractors.

No claim for an adjustment in the contract amount or time for performance shall be valid unless the procedures established in this Section are followed.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, Authority agrees to pay Schedule of Compensation
B and incorporated herein by this reference. Upon commencement of this Agreement the total compensation, including reimbursement for actual expenses, shall not exceed Twenty-five Thousand dollars and no cent ($25,000.00) . The Contract Sum may also be increased for additional services pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the estimates are provided for the performance of sub tasks, but not exceeding the Contract Sum; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of 338
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Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the Authority. Coordination of the performance of the work with Authority is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to Authority an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City of Rialto
Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Sub-contractor charges shall also be detailed by such categories.

Consultant shall not invoice Authority for any duplicate services performed by more than one person.

Authority may independently review each invoice submitted by the Consultant to determine whether the work performed, and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by Authority, or as provided in Section 7.3, Authority will use its best efforts to cause Consultant to be paid within thirty acknowledges and agrees that due to Authority warrant run procedures, the Authority cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by Authority, the original invoice shall be returned by Authority to Consultant for correction and resubmission.

2.5 No Waiver.

Review and payment by Authority to Consultant of any invoice for work performed by Consultant pursuant to this Agreement shall not be deemed a waiver of any defects in work performed by Consultant or of any rights or remedies provided herein or any applicable law.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) C and
incorporated herein by this reference. When requested by the Consultant, extensions to 339
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the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the Authority, if the Consultant shall, within ten (10) days of the commencement of such delay, notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer shall extend the time for performance in accordance with the procedures set forth in Section to this Agreement. In no event shall Consultant be entitled to recover damages against the Authority for any delay in the performance of this Agreement, however caused,

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect for one (1) year, through completion of the services related to consulting services related to the review of the terms and arrangements associated with Rialto Water Systems (RWS) , and as identified in the Schedule of Performance, . ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.
being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Rod LeMond CPA ___________
Name Title
___________ Name Title
It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for Authority to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the 340
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Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of Authority. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable any, assigned to perform the services required under this Agreement. Consultant shall notify Authority
to perform the services required under this Agreement, prior to and during any such performance. In the event that Authority, in its sole discretion, at any time during the term of this Agreement, desires to reassign any staff or subcontractor of Consultant, Consultant shall, immediately upon a Reassign Notice from Authority of such desire of Authority, reassign such persons or persons.

4.2 Status of Consultant.

Consultant shall have no authority to bind Authority in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against Authority, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by Authority. Consultant shall not at any time or agents are in any manner officials, officers, employees or agents of Authority. Neither to retirement, health care, or any other benefits which may otherwise accrue to Authority employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the Executive Director, or other such person designated by the Executive Director
that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by Authority to the Contract Officer. Unless otherwise specified herein, any approval of Authority required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the Executive Director, to sign all documents on behalf of the Authority required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the Authority nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. Authority shall have no servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall perform all services required herein as an independent contractor of Authority and shall remain at all times as to Authority a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Authority. Authority shall not in any way or for any purpose become or 341
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be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability, and reputation of Consultant, its principals and employees were a substantial inducement for the Authority to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the Authority. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of Authority. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of Authority.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Authority, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees, and agents of Authority:
(a) Comprehensive General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury, and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(b) . Not applicable, this vendor
has no employees.
fully comply with the laws of the State of California and which shall indemnify, insure, and provide legal defense for both the Consultant and the Authority against any loss, claim, or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (E
and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount of not less than $500,000. Said policy shall include coverage for owned, non-owned, leased, and hired cars.
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(d) Professional Liability. Professional liability insurance has been waived for this vendor.
profession. This coverage may b
coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the Authority submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements.
(f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the Authority, its elected and appointed officers, employees, and agents as additional insureds, and any insurance maintained by Authority or its officers, employees, or agents shall appl
deemed hereof to waive all rights of subrogation and contribution it may have against the Authority, its officers, employees, and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the selfinsured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any Party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the Authority. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the Authority with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the Authority. Authority reserves the right to inspect complete, certified copies of all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to Authority.

Authority, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects:
liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to Authority, and their respective elected l
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apply separately to each insured against whom claim is made or suit is brought, except Any deductibles or self-insured retentions must be declared to and approved by Authority. At the option of Authority, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Authority or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to Authority.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless the Authority
against any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations, or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for or failure to perform any term, provision, covenant, or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs (b) Consultant will promptly pay any judgment rendered against the Authority, its officers, agents, or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the Authority, its officers, agents, and employees harmless therefrom; (c) In the event the Authority, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant 344
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agrees to pay to the Authority, its officers, agents, or employees, any and all costs and expenses incurred by the Authority, its officers, agents, or employees in such action or Consultant shall incorporate similar, indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify Authority hereunder therefore, and failure of Authority to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of Authority negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from Authority ereunder shall be limited to claims and liabilities arising out of the negligence, recklessness, or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

Notwithstanding the foregoing, to the extent that the
subject to California Civil Code Section 2782.8, the above indemnity, including the cost to defend, shall be limited to the extent required by Civil Code Section 2782.8.

5.4 Sufficiency of Insurer or Surety.

Insurance required by this Agreement shall be satisfactory only if issued by edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City of Rialto
If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the Authority, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager Consultant.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to Authority and services performed hereunder (the quired by this
Agreement and enable the Contract Officer to evaluate the performance of such services.

Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of Authority, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the Authority shall have access to such records 345
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custody of the books and records may be given to Authority, and access shall be provided

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the Authority is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, performance of this Agreement shall be the property of Authority and shall be delivered to Authority upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by Authority of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the Authority
warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to Authority any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify Authority for all damages resulting therefrom.

6.4 Confidentiality and Release of Information.
(a) All information gained, or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than Authority without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the Authority Counsel, voluntarily provide documents, declarations, letters of support, 346
4872-4429-3132 v2 Page-13
testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not Authority notice of such court order
or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then Authority shall have the right to reimbursement and indemnity from Consultant for any (d) Consultant shall promptly notify Authority should Consultant, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. Authority retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with Authority and to provide Authority with the opportunity to review any response to discovery requests provided by Consultant.

However, this right to review any such response does not imply or mean the right by Authority to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Bernardino, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, Eastern Division.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the Authority shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the Authority may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant.

During the period of time that Consultant is in default, the Authority shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative, the Authority may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the Authority may take necessary steps to terminate this Agreement under this Article.

Any failure on the part of the Authority
347
4872-4429-3132 v2 Page-14
be deemed to result in a waiver of the Authority legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes Authority to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate Authority for any losses, costs, liabilities, or damages suffered by Authority, and (ii) all amounts for which Authority s acts or omissions
event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, Authority may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of Authority to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect Authority as elsewhere provided herein.

7.4 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by Authority of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any 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 of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.6 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

7.7 Termination Prior to Expiration of Term.
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4872-4429-3132 v2 Page-15
This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. Authority reserves the right to terminate this Cont
notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.

Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the Authority need not provide the Consultant with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, Authority may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the Authority shall use reasonable efforts to mitigate such damages), and Authority may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the Authority as previously stated.

ARTICLE 8. AUTHORITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of Authority Officers and Employees.

No officer or employee of the Authority shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the Authority or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of Authority, formance of
services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of Authority in the performance of this Agreement.

No officer or employee of the Authority shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, 349
4872-4429-3132 v2 Page-16
interested, in violation of any State 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.

Additionally, pursuant to Rialto Municipal Code section 2.48.145, Consultant represents that it has disclosed whether it or its officers or employees is related to any officer or employee of the Authority by blood or marriage within the third degree which would subject such officer or employee to the prohibition of California Government Sections 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090. To this end, by approving this Agreement, Consultant attests under penalty of perjury, personally and on behalf of Consultant, as well its officers, representatives, that it/they have no relationship, as described above, or financial interests, as such term is defined in California Government Section 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090, with any City of Rialto elected or appointed official or employee, except as specifically disclosed to the Authority in writing.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, gender identity, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, sexual orientation, gender, gender identity, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against Authority for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse Authority for the cost of all such liabilities or sanctions imposed, together Authority.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Facilities and Equipment.

Except as otherwise provided, Consultant shall, at its own cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. Authority shall make available to Consultant only physical facilities such as de
Authority employees and reviewing
records and the information in possession of Authority. The location, quality, and time of 350
4872-4429-3132 v2 Page-17
furnishing of Facilities shall be in the sole discretion of Authority. In no event shall Authority be required to furnish any facilities that may involve incurring any direct expense, including but not limited to computer, long distance telephone, network data, internet, or other communication charges, vehicles, and reproduction facilities.

9.2 Payment of Taxes.

Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal and state taxes.

9.3 Notices.

All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of notice required hereunder.

Notices or other communications shall be addressed as follows:

If to Authority: City of Rialto/Rialto Utility Authority 150 S. Palm Ave.

Rialto, CA 92376
Attn: Executive Director
Tel: (909) 820-2525
Fax: (909) 820-2527
With copy to: Burke, Williams & Sorensen, LLP
1770 Iowa Avenue, Suite 240
Riverside, CA 92507
Attn: Eric S. Vail, City Attorney/Authority Counsel
Tel: (951) 788-0100
Fax: (951) 788-5785
If to Consultant: Rod LeMond, CPA
11160 Highview Dr
Rancho Cucamonga, CA 91737-7747
Tel: (909) 942-1082
Either Party may change its address by notifying the other Party of the change of address in writing.

9.4 Interpretation.
351
4872-4429-3132 v2 Page-18
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.5 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.6 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the Authority. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.7 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.8 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

9.9 Conflicting Terms
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control. [SIGNATURES ON FOLLOWING PAGE]
352
4872-4429-3132 v2 Page-19
IN WITNESS WHEREOF, the parties hereto have executed and entered into this Agreement on the date first written above.

AUTHORITY: CONSULTANT:

RIALTO UTILITY AUTHORITY, a
joint powers authority
Rod LeMond, CPA, a Sole Proprietor
By: By:

John Rossi, Interim Utilities
Director
Signature
ATTEST:

Rod LeMond, CPA
By:

Barbara A. McGee, Board
Secretary
Owner
Title
APPROVED AS TO FORM:

By:

Burke, Williams & Sorensen, LLP Signature
By:

Eric S. Vail, Authority Counsel Name

Title

**Two signatures are required if a
corporation**
353
4872-4429-3132 v2 B-1

SCOPE OF SERVICES
The Authority engages the Consultant to assist with a review of the terms and ("RWS") for the provision of contract water and wastewater services to the City of Rialto.

These services include the operations and maintenance of the water and wastewater systems.

The Concession Agreement
The Trust Agreement, including the flow of funds required by the agreements The review is limited to analyzing the business arrangements and financial rights and obligations between the Authority and RWS. Desired operating outcomes, performance criteria, and regulatory compliance are outside the scope of this engagement.

Direction and Reporting
The Interim Utilities Director of the Authority will direct this review. The Consultant will report all observations and findings to the Interim Utilities Director.

Responsibilities and Limitations
The effectiveness of this engagement depends on the accuracy and completeness of the information and input provided by the Authority. The Consultant is not responsible for verifying the accuracy of the information received.
354
4872-4429-3132 v2 B-2
B

SCHEDULE OF COMPENSATION
Upon commencement of this Agreement the total compensation, including reimbursement for actual expenses, shall not exceed Twenty-five Thousand dollars and no cent ($25,000.00)
355
C-1
4872-4429-3132 v2
C
Time is of the essence. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect for one (1) year, through completion of the services related to consulting services related to the review of the terms .
356

CITY OF RIALTO

DISCLOSURES REQUIRED BY PERSONS OR ENTITIES
CONTRACTING WITH THE CITY OF RIALTO*
Pursuant to City of Rialto Municipal Code Section 2.48.510, all persons or business entities supplying any goods or services to the city, or seeking a loan or grant awarded by the city, whether through an application or proposal, shall disclose in such application or proposal whether any city officer, employee, or consultant may have a financial or non-financial interest in the person or business entity, or in any member, employee, owner, or officer of the business entity. • A financial interest shall mean any interest that is prohibited under state law, including California Government Code Sections 1090 and 87100, and California Code of Regulation Section 18700 et seq.
• A non-financial interest shall mean any interest that is prohibited by City of Rialto Municipal Code Section 2.48.450.

For the purpose of helping the City understand whether City personnel might have a conflict of interest in you or your organization, please disclose below whether you or any of your members, employees, paid or unpaid officers, paid or unpaid directors, or owners are (or are related to) a City elected or appointed official, a City officer, or a City employee or consultant.

Name of Your Organization’s
Affected Member, Employee,
Paid or Unpaid Officer, Paid or
Unpaid Director, or Owner
Name of City Elected or
Appointed Official, City
Officer, a City Employee or
Consultant
Relationship Between the
Two
By submitting this [application/proposal], or supplying any goods or services to the City, the [applicant/vendor/contractor/consultant] hereby attests under penalty of perjury, personally and/or on behalf of the entity [submitting this application/proposal or supplying any goods or services to the City] that no City of Rialto elected or appointed official, employee or consultant has a financial or non-financial interest, as such terms are defined in California Government Code Sections 1090 and 87100 and in City of Rialto Code of Ordinances Section

2.48.145, in the [applicant/vendor/contractor/consultant], except as specifically disclosed herein.

Name of Person/Entity:

Title:

Signature: Date:

Form Date 11/11/2021
357

2.48.450 Employee conflict of interest.
(1) No covered person shall participate in the making of a grant or contract by the city in which the covered person has a conflicting interest.
(2) For purposes of this section, the following definitions shall apply:
(a) A “covered person” includes any person who holds an elected or appointed City office, a City officer, a City employee, and any person who is a consultant to the City. (b) A “conflicting interest” includes, but is not limited to, those decisions where:
(i) A covered person holds or has held within the previous twelve months a position with a potential grant or contract recipient;
(ii) A close relative of a covered person holds or has held within the previous twelve months a position with a grant or contract recipient;
(iii)A close relative of the spouse or domestic partner of a covered person holds or has held within the previous twelve months a position with a grant or contract recipient. (c) “Position” includes the status of a member, employee, owner, paid or unpaid officer of, paid or unpaid leadership position in, or had an ownership interest in, a grant or contract recipient. (d) A “close relative” includes a spouse, parent, grandparent, child, grandchild, aunt, uncle, or cousin. (e) “Participate in the making of a grant or contract” includes participation in: drafting a solicitation or contract; negotiating, voting on, approving, or executing a grant or contract; discussion of same with any city officer or employee; or attempts in any way to influence the making of a grant or contract. (3) This prohibition shall not apply to a contract let by written competitive bid where the contract will be awarded to the person or entity who submits the lowest responsible and responsive bid. (4) Except for the Mayor or a member of the City Council, a covered person may request a waiver of any potential conflict of interest in writing from the City Manager. Any request for such a waiver must include full disclosure of the potential conflict of interest and a statement detailing any mitigating factors. The request and the City Manager’s response shall be provided to the City Council prior to any vote to approve the contract or grant, or if City Council approval is not required, at least five days before the contract or grant is approved. The request and the City Manager’s response shall be considered a public record. (5) The prohibitions in this section are in addition to any applicable federal or state conflict of interest laws, including but not limited to Government Code section 1090, and Government Code section 87100 et seq. 358
(6) Any person who violates this section is subject to the following:
(a) Public censure;
(b) If the conflict of interest was in the making of a contract, a prohibition from participation in the making of a contract by the city for a period of time up to twelve (12) months from the date of the imposition of the discipline;
(c) If the conflict of interest was in the making of a grant, a prohibition from participation in the making of a grant by the city for a period of time of up to twenty-four (24) months from the date of the imposition of the discipline;
(d) An administrative fine pursuant to Chapter 1.10 of this code. (7) The discipline specified herein may be imposed:
(a) By the City Manager in the case of any employee or consultant who violates this section. (b) By the City Council in the case of any person who holds an elected or appointed City office, or any City officer who violates this section.
359

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City of Rialto
Legislation Text
File #: 26-0212, Version: 2, Agenda #: TAB1
For City Council Meeting May 12, 2026
TO: Honorable Mayor and City Council
FROM: Tanya Williams, City Manager
AUTHOR: Nicole Hemmans, Senior Administrative Analyst
Request City Council to: (1) Adopt Resolution No. 8501 and RUA Resolution No. 26-04 Amending its 2025-2026 Wastewater Fiscal Year Budget for an Amount of $3,091,098; (2) Authorize a Final Construction Work Authorization with Rialto Water Services, Operated by Veolia North Operating Services, Inc., for the Sycamore Avenue Sewer Trunk Line Project, in an Amount Not to Exceed $3,091,098; (3) Authorize the City Manager/Executive Director or Their Designee to Execute all Related Documents. (ACTION)

RECOMMENDATION
Staff recommends that the City Council:
1) Adopt resolutions amending its 2025-2026 Wastewater Fiscal Year Budget for an amount of $3,091,098;
2) Authorize a Final Construction Work Authorization with Rialto Water Services, operated by Veolia North Operating Services, Inc., for the Sycamore Avenue Sewer Trunk Line Project, in an amount not to exceed $3,091,098; and
3) Authorize the City Manager/Executive Director or Their Designee to execute all related documents.

BACKGROUND
On March 27, 2012, the City Council and the Rialto Utility Authority (RUA) approved a Concession Agreement (CA) with Rialto Water Services, LP, operated by Veolia North America (RWS-Veolia). The CA established a framework for capital project delivery, including both specific projects identified at the time of approval and future projects mutually initiated by RUA or RWS through the Final Construction Work Authorization (FCWA) process.

At the June 23, 2025, Water Subcommittee meeting, the Committee reviewed a staff request to post a Notice Inviting Bids (NIB) for the Sycamore Avenue Sewer Trunk Line Project, which had an engineer’s estimated cost of $5.52 million. The Water Subcommittee provided feedback supporting staff’s recommendation to proceed with bidding of the project.

ANALYSIS/DISCUSSION
On February 20, 2026, RWS-Veolia issued an NIB for the Sycamore Avenue Sewer Trunk Line Project through the City’s PlanetBids procurement portal, utilizing a design-bid-build delivery method.

A total of twelve (12) bids were received on March 20, 2026. Following a comprehensive evaluation, Veolia determined that Ferreira Construction was the lowest responsive and responsible bidder and City of Rialto Page 1 of 4 Printed on 5/7/2026
powered by Legistar™361
File #: 26-0212, Version: 2, Agenda #: TAB1
Veolia determined that Ferreira Construction was the lowest responsive and responsible bidder and recommended award based on Bid Option 2 (Grind and Overlay pavement restoration).

This project represents Phase 2 of a broader three-phase sewer system improvement program identified through RUA’s sewer master planning efforts and hydraulic modeling analysis to address capacity constraints and support planned development. Phase 1 (Baseline Road Sewer Trunk Line) was completed in 2024, and Phase 3 (Acacia Avenue extension) is planned to maintain system continuity and capacity across the wastewater system.

The need for this project is driven by the existing 8-inch sewer main along Sycamore Avenue approaching capacity, primarily due to ongoing residential growth north of the project area. Upsizing to a 15-inch trunk line is necessary to ensure adequate conveyance, reduce the risk of system surcharging, and maintain long-term reliability of the wastewater system.

The project scope includes installation of approximately 5,200 linear feet of 15-inch sanitary sewer trunk line, 54 linear feet of 8-inch force main, fourteen (14) sewer manholes, utility potholing, traffic control, dewatering, and full pavement restoration, including striping and roadway improvements. The work also includes post-construction CCTV inspection, geotechnical testing, and preparation of asbuilt records to ensure compliance with City standards and long-term asset management requirements.

The total project cost is $3,091,098, which includes:
· $2,514,140 for construction (Ferreira Construction - lowest responsive bid) · $37,000 for construction support cost
· $510,228 for Veolia’s 20% fee covering project management, construction oversight, insurance, and corporate overhead
· $29,730 for design and insurance services previously financed (2023) The project schedule anticipates RUA Board approval on May 12, 2026, with contractor mobilization beginning in May 2026 and substantial completion by September 30, 2026. Construction activities adjacent to Morgan Elementary School are specifically constrained to occur between June 8, 2026, and August 7, 2026, to minimize impacts during the school year. The FCWA is included as Attachment 1.

Figure 1: Sycamore Ave Sewer Trunk Line Project
City of Rialto Page 2 of 4 Printed on 5/7/2026
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File #: 26-0212, Version: 2, Agenda #: TAB1
On April 30, 2026, the Water Subcommittee reviewed this item and provided feedback that the item be moved forward to the City Council/RUA Board for consideration.

ENVIRONMENTAL IMPACT
The proposed action is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15302(c) - Replacement or Reconstruction, as the project consists of replacing and upgrading an existing sewer trunk line within an existing public right-of-way involving negligible expansion of capacity. Portions of the work occurring within the existing roadway are also exempt under Section 15301(b) - Existing Facilities.

LEGAL REVIEW
The City Attorney's Office has reviewed the staff report.

FINANCIAL IMPACTS
Operating Budget Impact
There is no impact on the Operating Budget.

Capital Improvement Budget Impact
Funding for the project will be provided through an appropriation from the Wastewater Enterprise Fund (Fund 660) reserves to support the capital construction costs associated with the project. The proposed appropriation is consistent with the financial planning assumptions incorporated in RUA’s adopted rate model and the long-term Capital Improvement Program for the wastewater utility.

Approval of this action authorizes the allocation of funds for this specific project in accordance with RUA’s established capital planning and budgeting process.

Licensing
This action does not require a business license.

ATTACHMENTS

1. FCWA

2. Resolution Authorizing a New Appropriation of $3,091,098

3. RUA Resolution Authorizing a New Appropriation of $3,091,098 City of Rialto Page 4 of 4 Printed on 5/7/2026
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FINAL CONSTRUCTION WORK AUTHORIZATION

RIALTO SYCAMORE AVE SEWER TRUNK LINE PROJECT
Project History
● 2020 - project need identified through Master Plan by West Yost due to growth in the City and hydraulic modeling evaluations.
● 2021 - Meetings with the City and the City’s consultant (Dopudja Wells) were held to discuss flow capacity and a three phased approach for addressing this part of the sewer system.
○ Phase 1: Baseline Road Sewer Trunk Line Project (completed in 2024) - The scope of work involved potholing for utility location, the installation of approximately 1,600 linear feet (LF) of new 15-inch sewer trunk line, the construction of seven (7) manholes, and complete pavement restoration within the project limits.
○ Phase 2: Current Project (2026) - This phase will involve the installation of approximately 5,200 LF of dedicated 15-inch sewer trunk main extending south from the Sycamore Sewer Lift Station down Sycamore Avenue to Baseline Road, where it will connect with the Phase 1 project.
○ Phase 3: Planned project - this future phase is planned to include the installation of a new, dedicated 15-inch sewer pipe along Acacia Avenue, south of Victoria Street, to maintain pipe size consistency with the 15-inch pipe installed during Phase 1 and Phase 2.
● 2023 - Baseline Rd & Sycamore Ave Sewer Trunk Line Project(s) design completed. ● 2024 - Baseline Rd Sewer Trunk Line Project construction completed (Phase 1). ● 2026 - Sycamore Ave Trunk Line (Phase 2) Request for Proposals issued through City’s Planet Bids website, bids evaluated, Contractor selected.

Project Goals and Objectives
The primary goal of this project is to upsize the City of Rialto's sewer main infrastructure along Sycamore Avenue between Baseline Road and the Sycamore Sewer Lift Station to accommodate current and future residential development. The existing 8-inch sewer line is nearing capacity due to ongoing construction of new residential developments to the north, necessitating immediate infrastructure improvements to prevent system overload and ensure adequate wastewater conveyance. This project represents Phase 2 of a comprehensive three-phased initiative designed to systematically upgrade the city's sewer trunk line system and maintain consistent pipe sizing throughout the network.

Bid Period
On February 20, 2026, Veolia requested sealed bids for the project through the City of Rialto’s Planet Bids portal. 12 bids were received on March 20, 2026.

Rialto Sycamore Ave Sewer Trunk Line Project
365
Bid Results from March 20, 2026:

Contractor Name
Bid Amount - Bid Option 2
Grind & Overlay
Ferreira Construction $2,514,140.00
Valverde Construction $3,048,456.00
GRBCon, Inc. $3,084,051.00
Ramona Inc. $3,156,400.00
Stephen Doreck Equipment Rentals $3,174,225.00
Griffith Company $3,319,120.00
CP Construction $3,377,030.00
Riverside Construction $4,064,400.00
Mike Bubalo Construction $4,167,400.00
Leatherwood Construction $4,170,700.00
CEM Construction $4,998,250.00
Blois Construction $5,612,811.00
Comprehensive bid reviews were conducted on proposals received from Contractors. Veolia recommends the selection of Ferreira Construction for the installation of the sewer trunk line on Sycamore Ave as they were the lowest, responsive bidder. The City has selected Bid Option 2 for the pavement restoration - Grind and Overlay.

Scope of Work
The project scope includes, but is not limited to the following:

1. Potholing existing utilities.

2. Installation of approximately 5,200 LF of 15-inch PVC sanitary sewer pipe within project limits.

3. Installation of approximately 54LF of 8-inch force main

4. Installation of (14) - 48-inch sewer manholes,

5. Dewatering, as needed.

6. Sheeting, shoring, and bracing.

7. Subcontractor shall complete and submit a post construction CCTV of the new sewer main, complete. This CCTV shall be from a NASSCO certified firm, with completed report and any recordings provided to Veolia.

8. Subcontractor shall be responsible for installing and maintaining temporary pavement (cold mix) during and after the work is complete .

9. Restoration and repair of existing pavement systems, and surface improvements affected by the Work, and incidentals for complete and usable sewer system.

10. Replacement of traffic loops and restoration of striping, bike lanes, cross walks, and RRPM’s within the project limits, as necessary.

Rialto Sycamore Ave Sewer Trunk Line Project
366

11. Subcontractor shall be responsible for preparing and obtaining approvals on engineered Traffic Control Plans, implementing traffic control throughout the duration of the work.

12. Subcontractor shall be responsible for obtaining an encroachment permit from the City of Rialto.

13. Subcontractor shall be responsible to field fit pipes and appurtenances as required.

14. Subcontractor shall be responsible for pressure testing.

15. Subcontractor shall engage the services of a Geotechnical consultant to provide compaction testing of all backfill and pavement along with compression testing of concrete pours.

16. Contractor shall furnish a complete set of “as built” plans to Veolia at the completion of the Project. conditions discovered during construction.

Proposed Project Timeline & Schedule
● March 20, 2026 - Contractor bids received
● March 26, 2026 - Water Subcommittee approval
● April 14, 2026 - City Council approval
● May - Contractor mobilization and start of project.
● September 30, 2026 - Date for substantial & final completion **Subcontractor shall comply with the Project Schedule Requirement: Minimizing Disruption to Morgan Elementary School detailed within the Special Conditions. The period for active construction near the school campus is strictly defined as June 8, 2026 through August 7, 2026.

Cost Estimate
Please see below the final cost breakdown with total cost of $3,091,098

PROJECT COST
Q Unit Description Total Price
1 Lumpsum General Contractor Cost - Ferreira $2,514,140 2 Lumpsum Construction Support Cost $37,000
3 Lumpsum Veolia Fee (20%) $510,228
4 Lumpsum Design and Insurance Services Previously Financed (2023) $29,730 TOTAL COST $3,091,098
Total FCWA cost for Sycamore Ave Sewer Trunk Line Project: $3,091,098 Attachments
Attachment 1 - Contractor Firm Proposal Received on March 20, 2026 Attachment 2 - Notice of Inviting Bids, Request for Proposal (RFP) and Clarifications Rialto Sycamore Ave Sewer Trunk Line Project
367
Approved By Rialto City Council/Rialto Utility Authority:

Date: Tab Item No. _____
Issued by: Received by:

Rialto Utility Authority Rialto Water Services, LLC
By: ______________________ By: ______________________
Name: ____________________ Name: ___________________
Title: _____________________ Title: ____________________ Date: _____________________ Date: _____________________ Rialto Sycamore Ave Sewer Trunk Line Project
368
ATTACHMENT 1 – Contractor Firm Proposal Received on March 20, 2026 Rialto Sycamore Ave Sewer Trunk Line Project
369
City of Rialto - Veolia Water West Operating Services, Inc.

Sycamore Ave Sewer Trunk Line Project - RFB 26-019 Bids Received through PlanetBids Portal Bid Date: 3/20/26 11 AM

CITY SELECTED OPTION
Contractor Name
Bid Item 1 - Tee Cut
Paving
Bid Amount - Bid Option 2
Grind & Overlay
Planet Bids Total incl Both
Bid Options
1 Ferreira Construction $2,481,165.00 $2,514,140.00 $2,916,000.00 2 Valverde Construction $3,500,985.00 $3,048,456.00 $3,283,851.00 3 GRBCon, Inc. $3,121,600.00 $3,084,051.00 $3,483,000.00 4 Ramona Inc. $3,121,600.00 $3,156,400.00 $3,500,986.00 5 Stephen Doreck Equipment Rentals $3,119,225.00 $3,174,225.00 $3,577,030.00 6 Griffith Company $3,167,920.00 $3,319,120.00 $3,589,225.00 7 CP Construction $3,527,030.00 $3,377,030.00 $3,885,920.00 8 Riverside Construction $4,023,400.00 $4,064,400.00 $4,326,400.00 9 Mike Bubalo Construction $4,130,700.00 $4,167,400.00 $5,000,700.00 10 Leatherwood Construction $4,130,700.00 $4,170,700.00 $4,657,400.00 11 CEM Construction $4,960,750.00 $4,998,250.00 $5,188,250.00 12 Blois Construction $5,663,522.00 $5,612,811.00 $6,359,453.00 370

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Asphalt Paving R.J. Noble Company A-782908
15505 East Lincoln Ave.

Orange, CA 92865 Manhole Structures Moran Manhole Builders 898416 5924 Layton Street Rancho
Cucamonga Ca. 91737 Striping Restoration Superior Pavement Markings PO Box 287
Beaumont, CA 92223 1141887
383
384
385
386
19340 Jesse Lane, Suite 220, Riverside, CA, 92508 • (866) 776-6200 www.provostandpritchard.com
Engineering • Structural • Geostructural • Surveying • Planning • Environmental • GIS • Construction Services • Hydrogeology • Consulting Clovis • Visalia • Bakersfield • Modesto • Los Banos • Chico • Sacramento • Sonora • San Luis Obispo • Riverside • Camarillo • Boise, ID March 12, 2026
Ms. Michelle McLey, Sr. Project Manager
Veolia North America
437 N. Riverside Ave - 2nd Floor
Rialto, CA 92376
Subject: Engineering Services During Construction - Sycamore Avenue Trunk Sewer Project

Dear Michelle:

Provost and Pritchard (P&P) is pleased to submit our proposal to Veolia North America (Veolia) for Subject Engineering Services During Construction (ESDC). Under contract with the City of Rialto, Veolia currently works on behalf of Rialto Water Services for operational management of the sewer and water systems. This proposal discusses our understanding of the desired scope of ESDC work, along with providing a fee estimate and associated fee schedule.

PROJECT UNDERSTANDING
Starting in early 2023, the project originally consisted of the design and construction of 6,400± LF of dedicated 15-inch diameter Trunk Sewer to accept increased flows from the recently upgraded Sycamore Lift Station. Said original project ran along Sycamore Ave (between the 210 Freeway and Baseline Road) and then along Baseline Road (between Sycamore Ave and Acacia Ave) where it connects to an existing 15-inch sewer in Acacia Ave.

Due to City’s plans to construct a raised median along Baseline Road, design and construction of that reach of the Sewer project (about 1,400± LF) was accelerated as the median’s location would have adversely impacted the sewer’s construction. This proposal generally pertains to the remaining portion of sewer (about 5,000± LF) along Sycamore Ave to complete the project.

Requested professional services are to include: Project / Construction Management Assistance, Bid / Construction Phase Engineering, Construction Survey / Staking Services, and As-builts Review & Records Preparation.

PROFESSIONAL FEES
P&P will perform all services under this contract on a time and materials – not to exceed basis, in accordance with our Standard Fee Schedule in effect at the time services are rendered.

As such, the estimated fees for our proposed services are as follows:

1. PM, Meetings and Coordination $16,300

2. Bid / Construction Phase Engineering $36,500

3. Construction Survey / Staking Services $30,000
387
Veolia North America March 12, 2026
Engineering Services During Construction - Sycamore Avenue Trunk Sewer Project Page 2 of 3

4. As-builts Review & Record Preparation $7,000
TOTAL: $ 89,800
Reimbursable expenses will be invoiced in addition to any professional fees. If it appears we will need to exceed the above total during the course of providing professional services, we will notify you in writing in advance and provide a revised estimate.

SCHEDULE
The construction duration has been estimated for 120 working days (24± weeks) and will govern the described effort. For purposes of this proposal, we further assume that the bidding process will add about 4 weeks to the front end of the that schedule and any commissioning / as-builts another 4 weeks to the back end of the construction. All told, about 32 weeks of variable effort should be needed for our services but is ultimately dependent on the diligence and competence of the contractor awarded the work.

SCOPE DESCRIPTIONS AND ASSUMPTIONS
• Task 1 (PM, Meetings & Coordination): Maintain regular communication with Veolia Staff during the course of the project. Conduct necessary in-person or virtual meetings to ensure matters are properly addressed, and help coordinate with other City departments to respond to any questions. • Task 2 (Bid / Construction Phase Engineering): Assist Veolia Staff with the Bidding and Construction Phase of the project, including responding to bidding questions, issuing addenda, evaluating bids, recommending award, submittal review, responding to RFIs, and assessing any construction questions / issues as they arise.
• Task 3 (Construction Survey / Staking Services): Tie into project survey control, set supplemental control as required, prepare cut sheets, and stake the sewer alignment @ 25’ intervals (plus manholes). A completed copy of cut sheets will be provided and/or emailed to contractor and Veolia Staff as needed.
• Task 4 (As-builts / Records): Following the completing of construction, review contractor’s as-builts to ensure any changes are accounted for and incorporate into a Record Drawing set. These drawings will also include the original reach along Baseline Road for a complete project set. • P&P anticipates that all electronic design files will be provided by Veolia. • Any scope not specifically described herein will be considered additional services. 388
Veolia North America March 12, 2026
Engineering Services During Construction - Sycamore Avenue Trunk Sewer Project Page 3 of 3

TERMS AND CONDITIONS
As stipulated in Veolia’s contract language to be executed by both parties.

Respectfully,
Provost & Pritchard Consulting Group
Erik T. Howard, RCE 53318, PLS 7648 Joe Hopkins, RCE 74955 Principal Engineer Director of Operations

TERMS AND CONDITIONS ACCEPTED
By Veolia North America
Signature
Printed Name
Title Date
389
ATTACHMENT 2 – Notice of Inviting Bids, Request for Proposal (RFP) and Clarifications Rialto Sycamore Ave Sewer Trunk Line Project
390
VEOLIA WATER WEST OPERATING SERVICES, INC.

IN THE CITY OF RIALTO

REQUEST FOR PROPOSALS (RFP)
FOR RECEIVING BIDS ON:

PROJECT: SYCAMORE AVE SEWER TRUNK LINE

PROJECT
METHOD: Design, Bid, Build
Bids Due: March 20, 2026 by 11AM PST through Rialto Planet Bids Website Veolia Water West Operating Services, Inc.

Capital Improvement Projects
437 N Riverside Ave., Rialto, CA 92376
Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -1
391

TABLE OF CONTENTS

NOTICE INVITING BIDS

BID FORM

BID BOND

IMMIGRATION REFORM AND CONTROL ACT

PERFORMANCE & PAYMENT BONDS

CONTRACTOR'S CERTIFICATE REGARDING WORKERS' COMPENSATION

CERTIFICATES OF INSURANCE/INSURANCE ENDORSEMENTS

SAMPLE SUBCONTRACT AGREEMENT

CONTRACT/PROJECT SCHEDULE

REQUEST FOR INFORMATION FORM

BIDDERS CHECKLIST

BID SCHEDULE AND ADDENDA ACKNOWLEDGEMENT

GOOGLE MAP OF PROJECT AREA
LUMP SUM CONTRACT O&M SCHEDULE R.3
SUBCONTRACTOR GENERAL CONDITIONS O&M SCHEDULE R.6

SUBCONTRACTORS & CONSULTANTS INSURANCE REQUIREMENTS O&M SCHEDULE R.9

TECHNICAL SPECIFICATIONS
APPENDIX 1 - DESIGN DRAWINGS
CITY OF RIALTO 2015 STANDARD PLANS + CITY STANDARD PLAN ADDENDUM, DATED 7/28/25 - Incorporated by reference ( https://www.rialtoca.gov/387/Standard-Plans ) Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -2
392

NOTICE INVITING BIDS

FOR THE CONSTRUCTION OF

SYCAMORE AVE SEWER TRUNK LINE PROJECT
FOR

CITY OF RIALTO

THROUGH DESIGN-BID-BUILD PROJECT DELIVERY METHOD
Veolia Water West Operating Services, Inc. hereby requests bids for the Sycamore Ave Sewer Trunk Line project consisting of the installation of approximately 5,200LF of 15-inch SDR-26 Heavy Wall sewer trunk line, 54LF of 8-inch force main, potholing for locating services, installation of (14) manholes, and paving per plans. The project is being executed during the nearby elementary school summer session to reduce traffic in the work area. The work limits are on Sycamore Ave from Baseline Road, north to the Sycamore Sewer Lift Station near the 210 Freeway, 1998 N Sycamore Ave, Rialto CA 92376.

Bids will be received by Michelle McLey and Brandon Stallings through the City of Rialto - Planet Bids website. All bid forms must be completed in full or the bid will not be considered.

Bids must be received at the due date and time indicated herein.

Bids are due by Thursday, March 20, 2026 by 11:00 AM Pacific Time.

Disclosure of award and bids are subject to internal discussion and evaluation and will be revealed no later than Friday, March 27, 2026 through the City of Rialto’s Planet Bids portal.

Time is of the essence to complete this project. Upon execution of Subcontract with the successful subcontractor, the subcontractor shall complete all work on/before September 30, 2026. Liquidated Damages shall apply at the rate of $1,500/day for each calendar day beyond September 30, 2026.

Veolia Water West Operating Services, Inc. reserves the right after opening bids to reject any or all bids, to waive any informality (non-responsiveness) in a bid, or to make award to the lowest responsive, responsible bidder and reject all other bids, as it may best serve the interest of Veolia Water and/or Rialto Water Services (RWS). If a bid is accepted, it will be combined with other project costs (owner purchased equipment, construction management, special inspection services, etc.) and presented to Rialto Utility Authority and RWS for approval. Although we believe that the project will be approved, there is no guarantee of authorization of the project, project proceeding, or ratification of a contract. The bidder shall guarantee the Total Bid Price for a period of 90 Calendar days from the date of bid submittal.

As a condition of award, the successful bidder must provide proof of insurance. Insurance certificates shall list City of Rialto, Rialto Utility Authority, Rialto Water Services, and Union Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -3
393
Bank N.A. as additionally insured. Automobile, general liability, and workers compensation insurance are required. Contractor shall thoroughly understand insurance requirements provided in Schedule R9 and under the Subcontract Exhibit G. Contractors bidding this project must have a Class A License in good standing to bid this project. Upon awarding the contractors shall also obtain a business license with the City of Rialto and any other permits needed.

Your quotation should include all labor, supervision, material, supplies, equipment, inspections, and any other incidentals required for the work as described in the enclosed documents provided.

Your firm is presumed to hold all necessary licenses and other qualifications, and your work will be required to meet all local, state and federal codes, laws, rules and regulations.

Any discrepancies you may discover among documents provided and applicable laws, rules, codes, or regulations should be brought to Veolia’s attention with your quotation. For purposes of pricing the work, you should assume that the most stringent of the foregoing requirements will apply to your work. Should you be awarded a Subcontract, no additional compensation will be granted for compliance with any of these requirements.

Should your review of the Scope documents indicate that cost and/or schedule savings might be realized through the use of alternate materials, modified configurations, or more efficient layouts (all without compromising function, interfaces, or quality), Veolia may consider detailed alternate proposals in addition to the base-bid proposal. Alternates may be considered only if submitted along with the base bid proposal.

DDo not submit any project correspondence such as RFI's, bids, questions, etc. to the City of Rialto directly, these are to be submitted through the City of Rialto Planet Bids portal.

All questions relative to this RFP shall be submitted through PlanetBids via the Q&A tab.

Rialto Planet Bids link: https://pbsystem.planetbids.com/portal/28159/bo/bo-search The RFI submission deadline is March 12, 2026. Veolia will respond to bid RFI's no later than close of business March 16, 2026 via Planet Bids unless extensions are granted by an extended due date for bids. Responses will be made via Planet Bids.

Bidder confirms that bidder and all subcontractors are bound by and signatory to a collective bargaining agreement with a labor organization whose jurisdiction covers the type of work to be performed, that is 1) either currently affiliated with, or previously affiliated with as of January 1, 2001, the Building and Construction Trades Department of the AFL-CIO; and 2) whose collective bargaining agreement or other applicable documentation provides a mechanism for the expeditious resolution of jurisdictional disputes, and 3) that observes area standards for wages and other terms and conditions of employment, including fringe benefits.” Veolia is an equal opportunity employer. Minority business enterprises and women's business enterprises are encouraged to submit bids. The parties acknowledge and agree that their obligations under this Agreement are subject to, and conditioned upon, the approval of City/RUA and a Final Work Authorization by RWS. If these conditions precedent fail to occur, this Agreement will terminate without further notice or action by either party.

Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -4
394
General History and Description of Work
History:

Please find the referenced project design drawings, City of Rialto 2015 Standard Plans + 2025 Addendum and associated documents herein the Contract Documents. See additional details within the Special Conditions section of this RFP, page 28.

Scope of Work - The project scope includes, but is not limited to the following:

1. Potholing existing utilities.

2. Installation of approximately 5,200 LF of 15-inch PVC sanitary sewer pipe within project limits.

3. Installation of approximately 54LF of 8-inch force main

4. Installation of (14) - 48-inch sewer manholes,

5. Dewatering.

6. Sheeting, shoring, and bracing.

7. All sewer shall be constructed using materials as specified on the plans. No substitutions allowed.

8. Manhole covers shall be left at least 6-inches below sub grade and brought to final grade upon completion of paving.

9. Where specified, sewer laterals shall be laid to the grade as established by the Engineer (so the lateral will have a minimum cover of 4-inches to the top of pipe at the property line and shall have a minimum slope of 2%. All sewer laterals shall be laid 90 degrees to the main line. Construction shall be per City standard drawing 103. No lateral shall be placed under a driveway approach or driveway.

10. Subcontractor shall complete and submit a post construction CCTV of the new sewer main, complete. This CCTV shall be from a NASSCO certified firm, with completed report and any recordings provided to Veolia.

11. Subcontractor shall be responsible for installing and maintaining temporary pavement (cold mix) during and after the work is complete .

12. Restoration and repair of existing pavement systems, and surface improvements affected by the Work, and incidentals for complete and usable sewer system.

13. Replacement of traffic loops and restoration of striping, bike lanes, cross walks, and RRPM’s within the project limits, as necessary.

14. Subcontractor shall be responsible for preparing and obtaining approvals on engineered Traffic Control Plans, implementing traffic control throughout the duration of the work.

15. Subcontractor shall be responsible for obtaining an encroachment permit from the City of Rialto.

16. Subcontractor shall be responsible for coordinating sequence of work and schedule with Veolia Project Management.

17. Subcontractor shall be responsible to field fit pipes and appurtenances as required.

18. Subcontractor shall be responsible for pressure testing.

19. Subcontractor shall create a project schedule and provide three-week look-aheads every week.

Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -5
395

20. Subcontractor shall engage the services of a Geotechnical consultant to provide compaction testing of all backfill and pavement along with compression testing of concrete pours. Subcontractor shall notify Veolia at least 48 hours in advance of any paving activity and provide compaction testing reports for project file.

21. All compaction shall be performed as shown on City of Rialto standard No. 110 and the standard specifications for public works construction, current edition and addendums.

22. Contractor shall furnish a complete set of “as built” plans to Veolia at the completion of the Project. Subcontractor is responsible for submitting periodic and final Redline as constructed drawings showing the final construction as well as any utilities and other site conditions discovered during construction.

23. Subcontractor shall comply with the Project Schedule Requirement: Minimizing Disruption to Morgan Elementary School detailed within the Special Conditions.

Except as specifically noted otherwise, provide and pay for:

1. Insurance and bonds.

2. Applicable permits - i.e. City of Rialto encroachment permit, and others as required

3. Labor, materials, and equipment.

4. Tools, equipment, and machinery required for construction.

5. Utilities required for construction.

6. Temporary facilities including: traffic control, dewatering, sheeting, shoring, and bracing; bypass pumping, worker sanitary facilities, and dust control measures.

7. Other facilities and services necessary for the proper execution and completion of the work.

Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -6
396

BIDDER'S REFERENCE/EXPERIENCE
Bidders must be Union. The following statements as to experience of the bidder are submitted in conjunction with the bid as part thereof and the truthfulness and accuracy of the information is guaranteed by the bidder.

The bidder has been engaged in the contracting business, under the present business name for _5 years. Experience in work of a nature similar to that covered in the bid extends over a period of _5_ years. The bidder has completed at least three (3) construction projects of a similar nature and size to the subject project. Similar projects shall have included installation of sewer of a similar size and nature to the project sewer replacement, in live sewer lines within an urban setting.

The bidder, as a contractor, has never failed to satisfactorily complete a contract awarded to him except as follows (name any and all exceptions and reasons therefore):

The following contracts have been satisfactorily completed in the last five (5) years for the persons, firms, or authorities indicated, and to whom reference is made (name five (5) contracts) of these three. At least two (2) of the listed will have been the same or almost the same project for another client:

Year Type of Work Contract
Amount
Location and for Whom Performed

BIDDER'S REFERENCE FINANCIAL
Reference is hereby made to the following bank or banks as to the financial responsibility of the bidder:

Name of Bank Address
Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -7
397
Reference is hereby made to the following surety companies as to the financial responsibility and general reliability of the bidder:

Name of Surety Company ________________________________________________________ Name of Surety Company ________________________________________________________ Signature of Bidder ____________________________________________________________

Title__________________________________________________________________________

Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -8
398

BID FORM

BID TO VEOLIA

SYCAMORE AVE SEWER TRUNK LINE PROJECT
Name of Bidder______________________________________________________________ Business Address____________________________________________________________ Mailing Address _____________________________________________________________ Phone Number ____________________ Place of Residence _________________________ Pursuant to and in compliance with your Notice to Contractors and other documents relating thereto, the undersigned bidder, having familiarized himself with the terms of the contract and the cost of the work at the place where the work is to be done, hereby proposes and agrees to perform within the time stipulated in the contract, including all of its component parts and everything required to be performed, and to provide and furnish any and all of the labor, material, tools, expendable equipment, and all utility and transportation services necessary to perform the contract and complete in a workmanlike manner all of the work required in connection with the construction of SYCAMORE AVE SEWER TRUNK LINE PROJECT all in strict conformity with the plans and specifications, the Department of Transportation Standard Plans, the Standard Specifications, the Labor Surcharge and Equipment Rental Rates in effect on the date the work is accomplished, the General Prevailing Wage Rates, latest issue, and other contract documents, including all Addenda on file in the office of the City Engineer of the City of Rialto for the contract unit prices hereinafter set forth. The following documents are attached in this bid or will be provided before commencement of Work:
● Notice Inviting Sealed bids (Bids)
● Bidder's Reference
● Bidder's Reference Financial
● Bid Schedule and Addenda Acknowledgement
● Subcontractors
● Non-Collusion Affidavit
● Bid Bond
● Compliance with IRCA
● Certificate of Contractor
● Performance Bond
● Payment Bond
● Contractor Certificate Regarding Workers’ Compensation ● Certificate of Insurance
● Insurance Endorsements
● Sample Agreement
Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -9
399

BID SCHEDULE AND ADDENDA ACKNOWLEDGEMENT FORM
BID TO: VEOLIA WATER WEST OPERATING SERVICES, INC.

BID FROM:

The undersigned Bidder proposes and agree, if this Bid is accepted, to enter into an Agreement with the Veolia in the form included in the Contract Documents to perform the Work as specified or indicated in said Contract Documents entitled:

SYCAMORE AVE SEWER TRUNK LINE PROJECT
Bidder accepts all of the terms and conditions of the Contract Documents.

This Bid will remain open for the period stated in the Notice Inviting Bids, unless otherwise required by law. Bidder will enter into an Agreement within the time and in the manner required in the Contract Documents, and will furnish the insurance certificates, Performance Bond, Payment Bond, Warranty Bond, and all Permits required by the Contract Documents.

Bidder has examined copies of all the Contract Documents, including the following Addenda, receipt of which is hereby acknowledged:

Addendum Number Date Received:

Bidder has familiarized itself with the nature and extent of the Contract Documents, the Work, the site, the locality where the Work is to be performed, the legal requirements (federal, state, and local laws, ordinances, rules, and regulations), and the conditions affecting cost, progress, or performance of the Work, and has made such independent investigations as Bidder deems necessary.

In conformance with the current statutory requirements of the California Labor Code Section 1860, et seq., the undersigned confirms the following as its certification:

I am aware of the provision of Section 3700 of the Labor Code, which requires every employer to be insured against liability for worker’s compensation, or to undertake self-insurance in accordance with the provisions, before commencing the performance of the Work of this Contract.

Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -10
400
To all the foregoing, and including all Bid Schedule(s), List of Subcontractors, NonCollusion Declaration, Bidder’s General Information, and Bid Bond contained in these Bid Forms, said Bidder further agrees to complete the Work required under the Contract Documents within the Contract Time stipulated in said Contract Documents, and to accept in full payment therefore the Contract Price based on the Lump Sum or Unit Bid Price(s) named in the aforementioned Bid Schedule(s) Dated:

By:
(Signature)
Printed Name:

Title:

Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -11
401

BID SCHEDULE
Schedule of Prices for Construction of the:

SYCAMORE AVE SEWER TRUNK LINE PROJECT
The bid schedule and addenda acknowledgement form shall be attached to and included within the Contract Documents.

Description Qty Unit
Unit
Price Total Price
Mobilization 1 LS
Bonds & Insurance 1 LS
Traffic Controls Plans and approval
*Includes Class 3 road closed barricades* 1 LS
Water Pollution/Erosion Control 1 LS
Potholing to Locate Utilities and Services 1 LS
Provide and Install approx 5,200LF of
15-inch PVC (SDR26) pipe and pipe
materials 5,200 LF
Provide and install approx 8-inch PVC
(DR14) force main pipe and pipe materials 54 LF
Provide and Installation of 48-inch manhole,
per plan 14 LS
Pressure Testing 1 LS
Post CCTV video, in PACP format 1 EA
Install permanent hot mix paving and
maintain throughout Work 5,200 LF
Traffic Striping, Signage and Markings 1 LS
All other work as required by plans and
City’s standard specifications 1 LS
Demobilization 1 LS
Closeout documentation, transmission of
redline drawings 1 LS
Total construction costs (US $)
Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -12
402

BID SCHEDULE
(Continued)
TOTAL OF ALL ITEMS OF THE BID SCHEDULE:
$
(Price in figures)
(Price in words)
Schedule of Prices for Construction of the:

SYCAMORE AVE SEWER TRUNK LINE PROJECT
SPECIAL NOTE:

In the event of any “missing” bid items or scope of work not otherwise included or identified in the Bid Schedule, but indicated or required by the Plans and Specifications, the Contractor shall prosecute the work as required by the Plans and Specifications, and payment for any “missing” bid items or scope of work shall be included in the various bid items of work, and no additional payment will be allowed therefore.

Name of Bidder or Firm
Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -13
403

BID BOND
(This or other official form is acceptable)
We, ___________________________________________________________ as Principal,
and _______________________________________________ as Surety, jointly and severally, bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the
VEOLIA WATER WEST OPERATING SERVICES INC.
(herein called City) for payment of the penal sum of
_________________________ Dollars ($________________________), lawful money of the United States. Principal has submitted the accompanying bid for the construction of

SYCAMORE AVE SEWER TRUNK LINE PROJECT
If the Principal is awarded the contract and enters into a written contract, in the form prescribed by Veolia, at the price designated by his bid, and files two bonds with Veolia, or substitute security in lieu thereof, one to guarantee payment for labor and materials and the other to guarantee faithful performance, in the time and manner specified by Veolia, and carries all insurance in type and amount which conforms to the Contract Documents and furnishes required certificates and endorsements thereof, then this obligation shall be null and void; otherwise it shall remain in full force and effect.

Forfeiture of this bond, or any deposit made in lieu thereof, shall not preclude Veolia from seeking all other remedies provided by law to cover losses sustained as a result of the Principal's failure to do any of the foregoing. Bid Bond shall be 10% of the total amount bid.

Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -14
404
Principal and Surety agree that if Veolia is required to engage the services of an attorney in connection with the enforcement of this bond, each shall pay Veolia’s reasonable attorney's fees incurred with or without suit.

Executed on _________________________,20

PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service of
process in California, if different from above)
(Telephone number of Surety's agent in California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. A certified copy of Power of Attorney must be attached.

Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -15
405

SUBCONTRACTORS
Pursuant to the provisions of Section 4100 to 4113 inclusive, of the Government Code of the State of California, every bidder shall set forth the name and location of the place of business of each subcontractor who will perform work or labor in or about the construction of the work or improvement in an amount in excess of one half (1/2) of one percent (1%) of the Bidder's total bid. If the Bidder fails to specify a subcontractor for any portion of the work in excess of one half (1/2) of one percent (1%) of the Bidder's total bid, he agrees to perform that portion himself. The following is the required list of subcontractors:

BIDDER'S LIST OF SUBCONTRACTORS
(Use extra sheet if necessary)
Type of Work Name and Address of Subcontractors Contractor’s License No. ________________________________ ___________
Signature of Bidder Date
Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -16
406

NON-COLLUSION AFFIDAVIT
___________________________________________________________, being first a duly sworn, deposes and says that he/she is of
the party making the foregoing bid, that the bid is
not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository or to any member or agent thereof to effectuate a collusive or sham bid." ___________________________________
Bidder
State of California )
) ss.

County of )
On this _________ day of ____________________ 20_____, before me personally came ___________________________to me known, or proven to be on the basis of satisfactory evidence, who being duly sworn, did depose and say: that _________________________ is an authorized representative of the _________________________________ and acknowledged to me that _________________________________ executed the within instrument on behalf of said bidder.

In witness whereof, I have signed and affixed my official seal on the date first above written.

Notary Public
Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -17
407

COMPLIANCE WITH IMMIGRATION REFORM AND CONTROL ACT
("IRCA")
Contractor acknowledges that Contractor, and all subcontractors hired by Contractor to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ("IRCA"). Contractor is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Contractor to perform services under this Agreement are in compliance with the IRCA. In addition, Contractor agrees to indemnify, defend and hold harmless the City, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Contractor's employees, or the employees of any subcontractor hired by Contractor, are not authorized to work in the United States for Contractor or its subcontractor and/or any other claims based upon alleged IRCA violations committed by Contractor or Contractor's subcontractor(s).
____________________________________________ ______________________ Signature of Bidder Date
Veolia Notice Inviting Bids
Sycamore Ave Sewer Trunk Line Project BF -18
408

CERTIFICATE OF CONTRACTOR
I,_______________________________________________________, certify that I am a/the __________________________________ [designate sole proprietor, partner in partnership, or specify corporate office, e.g., secretary] in the entity named as CONTRACTOR in the foregoing contract.

I hereby expressly certify that the name of the entity to which I am associated is ______________________________________________; that this entity is in good standing and has complied with all applicable laws and regulations, and that I have been expressly authorized by the proper parties in this entity to execute this contract on behalf of the above-named entity.

ATTEST:

Name
(Please Type)
Title
On this _______ day of ____________________, 20__, before me personally came ____________________________ to me known, or proven to me on the basis of satisfactory evidence, who being duly sworn, did depose and say: that (he/she) is an authorized representative of the Contractor and acknowledged to me that (he/she) executed the within instrument on behalf of said Contractor, ________________________________________.

In witness whereof, I have signed and affixed my official seal on the date in this certificate first above written.

NOTARY PUBLIC
Veolia Certificate of Contractor
Sycamore Ave Sewer Trunk Line Project CC - 1
409

PAYMENT & PERFORMANCE BONDS
Please attach payment bond and performance bond rider which includes the following as additional obligees for each payment and performance bond separately:
1) Rialto Water Services ("RWS, LLC")
437 North Riverside Avenue
Rialto CA 92376
2) Rialto Utility Authority, a California joint powers authority, ("RUA") 335 West Rialto Avenue
Rialto CA 92376
3) U.S. Bank Treasury Management Services, N.A.

P.O. Box 70970
St. Paul, MN 55170-9581
Veolia Payment Bond
Sycamore Ave Sewer Trunk Line Project PYBD - 1
410

CONTRACTOR'S CERTIFICATE REGARDING WORKERS'

COMPENSATION
Description of Contract: SYCAMORE AVE SEWER TRUNK LINE PROJECT Labor Code Section 3700 Provides (in part):
"Every employer except the State shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation in one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations a certificate of consent to self-insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his employees."
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Dated: , 20__
(Contractor)
By____________________________________
______________________________________
(Official Title)
(SEAL)
(Labor Code Section 1861 provides that the above certificate must be signed and filed by the Contractor with the City prior to performing any work under this contract.) Veolia Contractor's Certificate Regarding Workers' Compensation Sycamore Ave Sewer Trunk Line Project CCRWC - 1
411

INSURANCE
Insurance and other details are included in Schedule R.5 and its attachments.

Attach insurance certificates for all required insurances and include the following below as additional insured for each insurance form including insurance form C G 20 12:
1) Rialto Water Services ("RWS, LLC")
437 North Riverside Avenue
Rialto CA 92376
2) Rialto Utility Authority, a California joint powers authority, ("RUA") 335 West Rialto Avenue
Rialto CA 92376
3) U.S. Bank Treasury Management Services, N.A.

P.O. Box 70970
St. Paul, MN 55170-9581
Please pay special attention to Section 2.4.1 on amounts of Excess/Umbrella Liability Insurance under Schedule R.5 in Exhibit G.

Veolia
Sycamore Ave Sewer Trunk Line Project 1
412

CERTIFICATE OF INSURANCE
Description of Contract: Veolia

SYCAMORE AVE SEWER TRUNK LINE PROJECT
Type of Insurance: Liability Insurance
THIS IS TO CERTIFY that the following policies have been issued by the below-stated company in conformance with the requirements of Schedule R9 and Exhibit G from the Subcontract and are in force at this time:

POLICY EXPIRATION LIMITS OF LIABILITY
NUMBER DATE In Thousands (000)
A. GENERAL LIABILITY
General Aggregate
Products-Comp Ops
Aggregate
$
$
Personal and
Advertising
Injury $
Each Occurrence
Fire Damage
(any one fire)
Medical Expense
(any one person)
$
$
B. EXCESS GENERAL LIABILITY
Each
Occurrence
$___________

AGGREGATE
$__________
C. AUTOMOBILE LIABILITY
Bodily Injury
(Each Person)
Bodily Injury
(Each Accident
Property Damage
$
$
$
Or
Bodily Injury and
Property Damage
Combined Single Limit $
D. EXCESS AUTOMOBILE LIABILITY
Each
Occurrence
$___________

AGGREGATE
$__________
Veolia
Sycamore Ave Sewer Trunk Line Project 2
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The following types of coverage are included in said policies (indicate by "X" in space):

A. GENERAL LIABILITY
Commercial Form YES___ NO___
Premises-Operations YES___ NO___
Explosion and Collapse Hazard YES___ NO___
Underground YES___ NO___
Products/Completed Operations YES___ NO___
Contractual Insurance YES___ NO___
Broad Form Property Damage YES___ NO___
Independent Contractors YES___ NO___
Personal Injury and Advertising Injury YES___ NO___
B. EXCESS GENERAL LIABILITY
Following Form YES___ NO___
C. AUTOMOBILE LIABILITY
Business Auto Form Including Loading and Unloading YES___ NO___ Owned YES___ NO___
Hired YES___ NO___
Non-Owned YES___ NO___
D. EXCESS AUTOMOBILE LIABILITY
Following Form YES___ NO___
Veolia
Sycamore Ave Sewer Trunk Line Project 3
414
This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend, or alter the coverage afforded by the policies listed herein.

This is to certify that the policy has been issued to the named insured for the policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions, and conditions of such policies.

The Company will give at least 30 days' written notice to the City and the Engineer/Architect prior to any cancellation of said policies.

Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By
(Company Representative)
(SEE NOTICE ON PAGE 5)
Insurance Company Agent for Service
of Process in California:

Name
Agency
Street Number
City and State
Telephone Number
Veolia
Sycamore Ave Sewer Trunk Line Project 4
415
NOTICE:

No substitution or revision to the above certificate form will be accepted. If the insurance called for is provided by more than one insurance company, a separate certificate in the exact above form shall be provided for each insurance company.

Insurers must be authorized to do business and have an agent for service of process in California and have a "B+" policyholder's rating and a financial rating of at least Class VIII in accordance with the most current Best's Rating.

Veolia
Sycamore Ave Sewer Trunk Line Project 5
416
SAMPLE
SUBCONTRACT AGREEMENT:

SCHEDULE R3 AGREEMENT FORM

PROVIDED AS ATTACHMENT
Article 31. Contract Documents and Order of Precedence
This Contract, together with any Attachments hereto (all of which are incorporated herein by this reference) shall comprise this Contract and shall together be referred to as the “Contract Documents.”
Upon discovery, the Contractor shall promptly notify the other in writing of any conflicts, ambiguities, inconsistencies, errors, or omissions in, between or among any of Contract Documents or Applicable Legal Requirements and shall cooperate in effecting a resolution of the same that is consistent with the principles expressed in this Article 31. In the event of any inconsistencies between this Contract and the other Contract Documents, the following order of precedence in the interpretation hereof or resolution of such conflict hereunder shall prevail:
(i) duly authorized and executed Change Orders and written amendments to this Contract executed by both Parties;
(ii) this Contract;
(iii) the Attachments; and
(iv) Drawings produced and delivered pursuant to this Contract (in respect of which, precedence shall be given to Drawings of a larger scale over those of smaller, figured dimensions on the Drawings shall control over scaled dimensions, and noted materials shall control over undimensioned graphic indications).

Where an irreconcilable conflict exists among Applicable Legal Requirements, this Contract, the Drawings and the specifications in the Materials, the earliest item mentioned in this sentence involving a conflict shall control over any later mentioned item or items subject to such conflict. Notwithstanding the foregoing terms of this Article 31, if a conflict exists within or between parts of the Contract Documents, or between the Contract Documents and Applicable Legal Requirements, the more stringent or higher quality requirements shall control. Where a conflict exists among Codes and Standards applicable to Seller’s performance of the Work, the most stringent provision of such Codes and Standards shall govern.

Veolia
Sycamore Ave Sewer Trunk Line Project 6
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Special Conditions
Notification Requirements

1. Contractor shall post notices to the local residences and businesses of when they will be working in the area. The contractor shall coordinate with the Veolia CPM Group for any coordination throughout the project. Notices shall clearly state the estimated duration of the work and provide contact information, phone numbers and emails to the Project Manager and field foreman. The notices shall be posted 48 hours prior to performing any work in the area.

Other Requirements

1. Traffic Control Plans - Contractor shall plan for opening the roadway during the evening hours and shall have appropriate detour, barricades, and road closed signage throughout the project. Contractor shall allow residents access to their property/businesses during construction hours.

2. Contractor shall be responsible for compaction testing throughout the project.

Compaction Testing results shall be emailed to the Veolia Construction Manager upon receipt for the project file.

CONTRACT / PROJECT SCHEDULE
Bidder shall provide a project schedule which shall reflect the progress that the contractor can make to the best of the contractor's ability. The project has to be completed no later than September 30, 2026.

Project Schedule Requirement: Minimizing Disruption to Morgan Elementary School To minimize disruption to the educational environment and ensure the safety of students, parents and staff, the Contractor is mandated to complete these specific construction activities—including but not limited to trenching, pipe laying, backfilling, and temporary surface restoration—entirely within the duration of the Morgan Elementary School summer recess.

The period for active construction near the school campus is strictly defined as June 8, 2026, through August 7, 2026.

Veolia
Sycamore Ave Sewer Trunk Line Project 7
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Failure to complete this critical phase within the specified timeframe will result in significant penalties and may lead to the suspension of work until the next school holiday period. The project's overall completion timeline will be heavily weighted on the successful, timely execution of this summer construction phase.

BIDDERS CHECKLIST
Items Submitted for Bid Approval

1. Bid Schedule & Addenda Acknowledgement Form attachment, signed with bid in numbers and words

2. Bid Bond & Pertinent Official Documents

3. Bidders Reference / Experience

4. List of Subcontractors
Items Submitted After Bid is Approved
(Require one original hard copy of each)

5. O&M Schedule R3 - Lump Sum Subcontract Form

6. Insurance with additional insured and CG 20 12 form

7. Payment bond with additional obligee riders and Performance bond with additional obligee riders

8. Project Schedule

9. Certificate of Non-Collusion Affidavit

10. “IRCA”
Items after NTP is given

11. City Business License

12. Encroachment Permit

13. Traffic Control Permit

14. Material Submittals

15. Certified Payroll

16. Any other requested documents
Veolia
Sycamore Ave Sewer Trunk Line Project 8
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420
SCHEDULE R.3

LUMP SUM SUBCONTRACT FORM
O&M Subcontract
421

SUBCONTRACT
[CONSTRUCTION FORM]
PROJECT: Sycamore Ave Sewer Trunk Line Project
LOCATED IN:

Rialto, California
PROJECT NO. TBD
EFFECTIVE DATE: estimated May 2026
422

TABLE OF CONTENTS
Page

1. BACKGROUND 1

1.1 Prime Contract 1

2. THE WORK 1

2.1 Standard of Care 1

2.2 Means and Methods 2

2.3 Subcontractor Personnel 3

2.4 Contract Documents 3

2.5 Acknowledgment 4

2.6 Subcontractor and Contractor 4

3. SUBCONTRACTOR 4

3.1 Permits and Fees 4

3.2 Superintendent 5

3.3 Coordination of the Work 5

3.4 Field Measurements 6

3.5 Project Meetings 6

3.6 Materials and Equipment 6

3.7 Storage of Materials and Equipment 7

3.8 Mock-Ups 7

3.9 Prevailing Wages and Labor Requirements 7

3.10 Cleaning Up 7

3.11 Project 1

3.12 Definitions 1

3.13 Work 1

3.14 Applicable Law 2

3.15 Subcontracts and Purchase Orders 2

4. CONTRACT DOCUMENTS 3

4.1 Precedence 3

5. RELATIONSHIPS OF THE PARTIES 4

5.1 Subcontractor and Other Parties 4

5.2 Licensing 4

5.3 Representative 4

5.4 Constructability and Efficiency 5

5.5 Submittals 5

5.6 Layout and Protection 6

5.7 Project Reporting 6

5.8 Site Logistics 6

5.9 Risk of Loss 7

5.10 Safety 7

5.11 Cutting and Patching 7

5.12 Test and Inspections 7
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Page i
(continued)

5.13 Non-Conforming Work and Correction 8

5.14 Commissioning 9

5.15 Punch List 9

5.16 Close-Out 9

5.17 Information and Documents 9

5.18 Excluded Approvals 10

5.19 Separate Contractors 10

5.20 Contract Price 10

5.21 Contract Time 10

5.22 Prosecution of the Work 11

5.23 Delays Caused by Subcontractor 12

5.24 General 12

5.25 General Conditions Costs 13

6. CHANGES IN THE WORK 14

6.1 Allowed Adjustments 14

6.2 Subcontractor Initiated Changes 15

6.3 Pricing 15

6.4 Continued Performance 16

6.5 Allowances 16

6.6 Contract Time Impacts and Extended Costs 16
424
Page ii
(continued)

6.7 Surety 17

6.8 Progress Payments 17

6.9 Payment Not Acceptance of Work 19

6.10 Waiver of Claims 20

6.11 Regulated Substances 20

7. INSURANCE AND BONDS 20

7.1 Waiver of Subrogation 20

7.2 Option for Subcontractor Bonds 21

7.3 Subcontractor’s Performance 21

7.4 Duty to Defend 23

8. WARRANTY AND GUARANTEES 23

8.1 Correction of Nonconforming Work 24

9. DOCUMENT RETENTION & EXAMINATION 24

10. DISPUTE RESOLUTION PROCEDURE 25

10.1 Notice and Informal Resolution 25

10.2 Binding Arbitration 26

10.3 Pass-through to Subcontractors 27

10.4 Contractor for Cause 27

10.5 Termination by Subcontractor for Cause 28

11. MISCELLANEOUS PROVISIONS 28

11.1 Governing Law 28

11.2 Notice 28

11.3 Effective Date 28

11.4 Survival 28

11.5 Remedies 29

11.6 Severability 29

11.7 Commencement of Statute of Limitations 29

11.8 Waiver 29

11.9 Assignment of Contract 29

11.10 Confidentiality and Non-Disclosure 29

11.11 Modifications 29

11.12 Counterparts 30

11.13 Section Headings 30

11.14 Time is of the Essence 30

11.15 Legal Citations 30

11.16 State Licensing Requirements. 30

11.17 Entire Agreement 30
Lump Sum Subcontract
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TABLE OF CONTENTS Page

11.18 Record Documents 8

11.19 Acceptance Testing 9

11.20 Early Occupancy 9

12. CONTRACTOR 9

12.1 Contractor’s Representative 10

12.2 Timeliness 10

13. COMPENSATION 10

14. CONTRACT TIME AND SCHEDULING 10

14.1 Scheduling 10

14.2 Permitted Delays 11

15. COST OF THE WORK 12

15.1 Direct Costs 12

15.2 Overhead and Profit 14

15.3 Change Orders 14

15.4 Contractor Initiated Changes 15

15.5 Submission 15

15.6 Deductive Changes 16

15.7 Failure to Reach Agreement 16

15.8 Omitted Work 16

16. PAYMENTS 17

16.1 Final Payment 18

16.2 Payments Withheld 19

17. HAZARDOUS MATERIALS 20

17.1 Indemnification 20

17.2 Required Insurance 20

17.3 Builder’s Risk 21

18. INDEMNIFICATION 21

18.1 Exceptions. 23

18.2 Survival 23

18.3 Warranty 23

18.4 Updated Information 24

18.5 Records 24

18.6 General 25

18.7 Senior Executive Meeting 25

18.8 Continuation of Work 27

19. TERMINATION 27

19.1 Termination By Contractor For Convenience 27
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Exhibits
Exhibit A Definitions
Exhibit B Construction Documents
Exhibit C Contract Price Breakdown;
Billing Rates
Exhibit D Scope of Work
Exhibit E Project Schedule
Exhibit F Excluded Approvals
Exhibit G Insurance
Exhibit H Subcontractor General Conditions (Schedule R.6 of Prime Contract)
Exhibit I Waiver & Release Forms
Exhibit J Warranty Form
427

LUMP SUM SUBCONTRACT
This Lump Sum Subcontract (“Subcontract”) is entered into as of TBD (“Effective Date”) by and between:

The contractor below (“Contractor”):

Veolia Water West Operating Services, Inc.
437 N. Riverside Ave.

Rialto, CA 92376
and the subcontractor below (“Subcontractor”):
[Subcontractor Name TBD]
The Project (“Project”) is: Sycamore Ave Sewer Trunk Line Project The Contractor and Subcontractor agree as set forth below.

1. BACKGROUND

1.1 Project. The Project is described in the Construction Documents set forth in Exhibit B.

1.2 Prime Contract. The Project is being designed and constructed by Contractor under written agreement with its client Rialto Water Services, LLC (“Concessionaire”) pursuant to the terms and conditions of the Prime Contract. The Work is provided to support Contractor’s obligations to Concessionaire pursuant to the terms and conditions of the Prime Contract. By execution of this Subcontract, the Subcontractor is bound and obligated to the Contractor to the same extent that the Contractor is bound to the Concessionaire under the Prime Contract and therefore assumes all of the same obligations, liabilities, and responsibilities that the Contractor has assumed toward Concessionaire with respect to the Work.

1.3 Definitions. Certain defined terms for this Subcontract are located in Exhibit A.

2. THE WORK

2.1 Work. The Subcontractor will provide all labor, materials, equipment, and appurtenances necessary for proper completion of the Work in strict accordance with the Contract Documents as defined in Article 3. The Subcontractor’s Scope of Work is set forth in Exhibit D.

2.2 Standard of Care. The Subcontractor will supervise, direct and manage the Work using the Subcontractor’s best skill and attention and will perform all Work in a timely, workman-like manner consistent with the degree of care and skill customarily exercised by California State licensed contractors building wastewater and water treatment facilities that are of a similar nature, scope, size and complexity as this Project. 428

2.3 Applicable Law. The Subcontractor will perform the Work in full compliance with Applicable Laws in effect at the time the Work is performed.

2.4 Means and Methods. The Subcontractor is solely responsible for all construction means, methods, techniques, sequences, and procedures and for safety precautions and programs in connection with the Work. The Subcontractor is entirely responsible for the acts and omissions of its agents or employees, subcontractors, suppliers, any of their agents or employees, or any other persons performing any of the Work on behalf of the Subcontractor and agrees that the City, Authority, Concessionaire, and Contractor are not responsible for Subcontractor’s acts or omissions or the acts or omissions of those for whom it is responsible.

The Subcontractor acknowledges and agrees that Contractor is not responsible for any failure of Subcontractor to carry out the Work in strict accordance with the Contract Documents.

2.5 Subcontracts and Purchase Orders. Those portions of the Work that Subcontractor does not customarily perform with its own personnel will be performed by a tier subcontractor under written subcontract and subject to Contractor’s approval, which will not be unreasonably withheld. All subcontracts must incorporate by reference the Contract Documents and bind the tier subcontractor to Subcontractor to the same extent that Subcontractor is bound to the Contractor under this Subcontract. All tier subcontractors used or employed by the Subcontractor must possess the appropriate California state licenses and certifications required for performance of their respective portion of the Work and carry out their Work using the same degree of skill and care established in Section 2.2. Each tier subcontractor and its employees are obligated to carry out their portion of the Work in strict accordance with the Contract Documents.

All purchase orders must be in writing.

2.5.1 Subcontractor is responsible for the acts and omissions of its subcontractors and of persons or entities either directly or indirectly employed by its subcontractors. Nothing contained in this Subcontract creates a contractual relationship between a tier subcontractor and any of the Contractor, Concessionaire, Authority or City. provisions:

2.5.2 Each agreement with a tier
subcontractor must include the
following

10.6.1;

2.5.2.1 overhead and profit mark-up that
is consistent with Section

2.5.2.2 a waiver of subrogation on the terms of Section 13.2;

2.5.2.3 a requirement to make payments of builder’s risk insurance proceeds per Section 13.3;

2.5.2.4 the provisions of Article 16 regarding books and records;

2.5.2.5 a provision assigning the subcontract to Contractor if Subcontractor is terminated, effective upon notice from Contractor to the tier subcontractor that it is taking assignment of the subcontract;
429

2.5.2.6 insurance requirements consistent with Exhibit G;

2.5.2.7 an indemnification provision at least as protective of the Indemnified Parties as the provisions in Article 14, with the Indemnified Parties as indemnitees in addition to Subcontractor; and

2.5.2.8 a provision that binds the tier subcontractor to the dispute resolution procedures set forth in Article 17.

2.6 Subcontractor Personnel. If any employee or tier-subcontractor of the Subcontractor fails or refuses to carry out the Work in accordance with the provisions of this Subcontract or appears to be incompetent or acts in a disorderly or improper manner, the Subcontractor will remove that person or firm immediately from the Project on demand of the Contractor and reassign another person or firm who is similarly qualified and reasonably acceptable to the Contractor.

3. CONTRACT DOCUMENTS

3.1 Contract Documents. The Subcontractor’s Contract Documents include this Subcontract, the General Conditions (Exhibit H), all of the attachments and exhibits included in the list of Contract Documents listed in Section 3.1.1, the permitted Construction Documents (Exhibit B), and all subsequent contract modifications issued after execution of this Subcontract such as Change Orders. The Contract Documents referred to in this Subcontract are incorporated by reference as though set forth in full.

3.1.1 Exhibits. The following exhibits to this Subcontract are Contract Documents:

3.1.1.1 The definitions in Exhibit A;

3.1.1.2 The Construction Documents forth in Exhibit B;
forth in Exhibit C;

3.1.1.3 The Contract Price breakdown and
maximum billing rates set

3.1.1.4 The Scope of Work set forth in Exhibit D;

3.1.1.5 The Project Schedule set forth in Exhibit E;

3.1.1.6 The list of Excluded Approvals in Exhibit F;

3.1.1.7 The insurance requirements set forth in Exhibit G;

3.1.1.8 The General Conditions attached to Exhibit H;

3.1.1.9 The statutory waiver and release forms attached to Exhibit I; 430

3.1.1.10 The Warranty Form included in Exhibit J.

3.2 Precedence. The Contract Documents are intended to be fully cooperative and complementary. Subcontractor will promptly notify Contractor in writing through a request for clarification or information if it notices any conflict between or among Contract Documents. If there is a conflict between or among the various Contract Documents, the most stringent requirement or highest standard will govern unless the Contractor’s response to the request for clarification or information dictates otherwise. The general dimensions will be figured on the Construction Documents. These figured dimensions will take precedence over scaled measurements.

3.3 Acknowledgment. The Subcontractor acknowledges it has carefully examined and understands this Subcontract and the other Contract Documents; has investigated the nature, locality and site of the Project and the conditions and difficulties under which the Work is to be performed; and enters into this Subcontract on the basis of its own examination, investigation and evaluation of all such matters and not in reliance upon any opinions or representations of the Contractor, Concessionaire, Authority or City, or any of their respective officers, agents, servants, or employees.

4. RELATIONSHIPS OF THE PARTIES

4.1 Subcontractor and Contractor. The Subcontractor’s relationship with the Contractor is that of an independent contractor and not as an agent, fiduciary, partner, member of, subsidiary of, or otherwise affiliated with the Contractor. The Subcontractor agrees to cooperate and collaborate with the Contractor, and to exercise the Subcontractor’s best skill and judgment in furthering the interests of the Contractor; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in the most expeditious and economical manner consistent with the Contractor’s best interests.

The Contractor agrees to timely furnish and approve all information required by the Contract Documents and to make timely payments to the Subcontractor in accordance with the requirements of the Contract Documents.

4.2 Subcontractor and Other Parties. The Concessionaire is an express third party beneficiary to this Subcontract and is therefore entitled to the performance of the obligations of the Subcontractor intended for the benefit of the Contractor, and to enforcement of the Subcontract.

Nothing contained in this Subcontract or the Prime Contract gives the Subcontractor or any third party any claim or right of action against the Concessionaire, Authority and City that does not otherwise exist without regard to this Subcontract.

5. SUBCONTRACTOR

5.1 Licensing. Subcontractor warrants that it is authorized to do business in the State of California and is properly licensed by all necessary Governmental Agencies having jurisdiction over the Project for performance of the Work.

5.2 Permits and Fees. Except for the Excluded Approvals, Subcontractor will secure and pay for all permits and fees necessary for execution of the Work. The Subcontractor is not responsible for approvals, easements, assessments and fees required for the development of the Project.
431

5.3 Representative. The Subcontractor will provide a qualified Project representative who is authorized to bind the company, receive orders, and make decisions regarding the Work. The Project representative may not be changed without Contractor’s written consent, which will not be unreasonably withheld. The Subcontractor’s authorized representative is [Subcontractor Representative].

5.4 Superintendent. The Subcontractor will provide a qualified superintendent at the site to properly supervise all employees, subcontractors and their agents and employees, and other persons performing any Work under the Subcontract and to cause the Work to be carried out according to the Contract Documents. Subcontractor’s superintendent may not be changed without Contractor’s written consent, which will not be unreasonably withheld. The Subcontractor’s superintendent is [Subcontractor Superintendent].

5.5 Constructability and Efficiency. Throughout the Project, the Subcontractor will analyze the Contract Documents and make recommendations to the Contractor whenever opportunities exist to improve the most current Interim Project Schedule, labor efficiency, or Contractor’s costs and to alert the Contractor of problems in the Project design or in the work of Separate Contractors.

5.6 Coordination of the Work. Before starting each portion of the Work, the Subcontractor will (i) review and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Contractor and Separate Contractors’ submittals that may affect proper installation of the Work; (ii) field measure existing conditions related to that portion of the Work; and (iii) observe any conditions at the site directly affecting that portion of the Work, reporting any improper conditions and defects to the Contractor. The Contractor will review any improper conditions and defects of Separate Contractors and remedy any improperly installed work of Separate Contractors.

5.7 Submittals.

5.7.1 Contractor will provide Subcontractor with a submittal schedule that indicates when submittals will be issued and when approval is required. Subcontractor will submit to Contractor for review all shop drawings, product data, samples and other submittals required by the Contract Documents in accordance with Contractor’s submittal schedule and in all cases with reasonable promptness and in such sequence as to avoid delays in the Work or in the activities of the Contractor or its Separate Contractors. Subcontractor will not submit any submittal that is merely a tracing or copy of any of the Construction Documents. Each submittal will be prepared by the Subcontractor, its tier subcontractor, or supplier and will be submitted according to the Contract Documents.

5.7.2 Upon return of any submittal to the Subcontractor, the Subcontractor will make any correction required and, within five (5) business days of receipt, furnish corrected resubmissions to the Contractor for further review. The Subcontractor will not perform any of the Work for which the Contract Documents require a submittal until the respective submittal has been approved by the Contractor. Upon receipt of approval of a submittal, Subcontractor will file a final corrected copy with the Contractor and furnish other copies as may be needed or requested by the Contractor. If Subcontractor fails to submit or resubmit Submittals in a timely manner as required to maintain the 432
Project Schedule, the Subcontractor will be liable for all costs, expenses, and damages resulting from the delays.

5.7.3 Subcontractor’s submission of a shop drawing to Contractor constitutes Subcontractor’s representation, upon which the Contractor and its consultants may rely, that Subcontractor has reviewed the submission for accuracy and compliance with all Construction Documents and other Contract Documents, and that all original engineering, if any, has been performed by a qualified California State-licensed professional engineer. Review of submittals by Contractor and its consultants will not constitute an undertaking to identify deficiencies in the submittal.

5.8 Field Measurements. Notwithstanding the dimensions on the Construction Documents, it is the responsibility of the Subcontractor to take field measurements to allow the proper matching and fitting of its Work with existing conditions and the work of Separate Contractors.

5.9 Layout and Protection. Subcontractor is responsible for its own layout.

Subcontractor will preserve and protect all line and grade benchmarks and will not cause damage to other contractors’ benchmarks or lay-out points. Any additional surveying or layout caused as a result of Subcontractor’s failure to take the necessary precautions to protect such data will be performed at Subcontractor’s own cost and expense.

5.10 Project Meetings. The Subcontractor will attend all Project meetings to discuss jobsite procedures, progress, and scheduling, or other Project matters, and to resolve any pending design or construction issues.

5.11 Project Reporting. The Subcontractor will prepare and deliver to the Contractor with each invoice (but no less than monthly) a written progress report in a format approved by the Contractor that includes at least the following: (a) a brief summary of the Work performed, identifying tasks completed, in progress or pending; (b) an estimate of the percentage completed for each task; (c) explanation of significant deviations from the Construction Documents; (d) progress relative to the Project Schedule and any corrective actions by the Subcontractor; and (e) a summary of activities planned for the coming month.

5.12 Materials and Equipment. All materials and equipment required under the Contract Documents will be new, of good quality and free from defects. No substitutions will be accepted on this Project unless the specified materials or equipment have been discontinued or unless the Contractor has approved the substitution through written Change Order. Materials will be furnished in sufficient quantities and procured in time to allow uninterrupted progress of the Work. All materials and equipment will be properly stored and protected by the Subcontractor and any loss or damage will be borne by the Subcontractor.

5.13 Site Logistics. The Subcontractor will schedule and coordinate delivery and storage of equipment and materials and the sequencing of its Work with the Contractor’s current site logistics plan and the most current Interim Project Schedule.

5.13.1 Subcontractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the project site or other areas 433
identified in the current site logistics plan for such use, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment.

5.14 Storage of Materials and Equipment. Storage of equipment and materials will be coordinated through the Contractor. Subcontractor will maintain its storage area and will keep its storage areas clean, safe, and secure. Any materials or equipment stored offsite will be insured or stored in an insured or bonded warehouse. The risk of loss will remain on the Subcontractor for all materials and equipment stored off-site per Section 5.15.

5.15 Risk of Loss. All Work at the Project site, or in preparing or delivering materials or equipment to the Project site, is performed exclusively at the risk of the Subcontractor until the completed Work is accepted by the Contractor. Subcontractor’s interest in the Work will be insured under the builder’s risk policy and, subject to the terms and conditions of that policy, Subcontractor may be insured for some or all of the risk of loss under this provision. Contractor makes no representations or warranties regarding the scope or adequacy of the builder’s risk coverage. Any damage or loss to the Work will be repaired or replaced promptly by Subcontractor and within any extension of time granted under Article 10.

5.16 Mock-Ups. Subcontractor will provide all mock-ups as required by the Contract Documents. Mock-ups will be installed in a location on-site or at such other locations to be designated by the Contractor. Approved mock-ups will remain as standards of acceptance of the Work and, where practical and approved, may be incorporated in the Work. If not so incorporated, they will be demolished and removed by the Subcontractor when directed by the Contractor to do so.

5.17 Safety. The Subcontractor will comply with the Contractor’s current safety plan and any other safety requirements of the Contract Documents, including the General Conditions (Exhibit H).

5.18 Prevailing Wages and Labor Requirements. Subcontractor will comply with all prevailing wage and labor requirements set forth in the General Conditions (Exhibit H).

5.19 Cutting and Patching. Subcontractor will be responsible for all cutting and patching required in the prosecution of the Work. Subcontractor will not damage or endanger a portion of the Work or partially or completed construction of Separate Contractors’ work by excavating, cutting, patching or otherwise altering the construction. The Subcontractor will promptly notify the Contractor before cutting, patching or modifying any construction work of Separate Contractors.

5.20 Cleaning Up. Subcontractor will perform its Work so as to maintain the site in a clean, safe, and orderly condition, as more particularly provided in the General Conditions (Exhibit H).

5.21 Test and Inspections. Tests, inspections and approvals of portions of the Work required by the Subcontract, the Contract Documents, or by Applicable Laws, ordinances, rules, regulations or orders of authorities having jurisdiction over the Project will be coordinated by the Subcontractor with the Contractor. When portions of the Work are ready for inspection, the Subcontractor will make arrangements for tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Contractor, or with the appropriate public authority. The 434
Subcontractor will give the Contractor not less than 48 hours' notice of when and where tests and inspections are to be made so that the appropriate parties may be present.

5.21.1 Covered Work Prior to Inspection. If a portion of the Work is covered contrary to the Contractor’s request, or prior to inspection by the proper authorities, it will be uncovered for inspection and examination by the Contractor, Independent Engineer or other proper authorities and be replaced at the Subcontractor’s expense without change in the Subcontractor’s Contract Time or Contract Price.

5.21.2 Final Inspections. The Subcontractor will coordinate the correction and completion of the Work with the Contractor. Following Subcontractor’s written notice that all Work has been corrected or completed, the Contractor will evaluate the Work to determine if it is ready for final inspection. The Contractor will conduct final inspections with the Subcontractor, and, if required, with the Concessionaire, Independent Engineer and Authority.

5.22 Non-Conforming Work and Correction. Within 24 hours of notice, the Subcontractor will commence correction of Work that is rejected by the Contractor, Governmental Agencies or Independent Engineer for failing to conform to the requirements of the Contract Documents, including destroyed or damaged construction (whether completed or partially completed) caused by the Subcontractor’s correction or removal of the non-conforming Work, whether discovered before or after Substantial Completion and whether or not fabricated, installed, or completed. The Subcontractor will bear all costs associated with correction of non- conforming Work.

5.23 Record Documents.

5.23.1 The Subcontractor will prepare and maintain on a current basis an accurate and complete set of “Record Documents” consisting of:

5.23.1.1 “Record Drawings,” which are drawings showing clearly, in a redlined format, all existing conditions, changes, revisions and substitutions during construction, including without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, pipes, and other significant features;

5.23.1.2 “Annotated Specifications” showing clearly all changes, revisions and substitutions during construction. If a specification allows the election of one of several brands, makes, or types of material or equipment, the annotations will show which of the allowable items was furnished; and

5.23.1.3 Change Orders, Interim Work Directives, and submittals.

5.23.2 The Record Drawings and Annotated Specifications will be updated regularly, no later than weekly, to reflect the as-built conditions of the Work.

5.23.3 The Record Documents will be kept at the Project site. The Record Documents will be available for inspection by the Contractor, Authority, City, Concessionaire, Independent Engineer, and any Governmental Agency with jurisdiction over the Project. 435

5.23.4 The Record Documents will be used to generate the final as-built documents as part of the Subcontractor’s close-out requirements. Subcontractor must include copies of the as-built plans and specifications as required by the Construction Documents in its deliverables to the Contractor.

5.24 Commissioning. To the extent required, the Contractor will schedule and oversee the Subcontractor’s final testing and start-up of utilities, operational systems, and equipment as part of Contractor’s commissioning of the Project. All inspections and testing will be conducted by the Contractor in conjunction with the Independent Engineer and other Governmental Agencies.

During commissioning and before Final Completion, the Contractor will oversee Subcontractor’s operation, adjustment and balancing of all equipment, and training of Contractor’s maintenance personnel in the correct operation and maintenance of equipment.

5.25 Acceptance Testing. To the extent directed by the Contractor, the Subcontractor will assist the Contractor in conducting the acceptance test following startup of the completed construction of the Project. If the Project fails to successfully complete the acceptance test, the Subcontractor will provide services to the Contractor as requested to determine the cause of failure and provide corrective actions as necessary to successfully complete the acceptance test. The acceptance test will be conducted by the Contractor in connection with the Independent Engineer and other necessary parties.

5.26 Punch List. When the Subcontractor considers its Work substantially complete it will notify the Contractor who, in conjunction with the Subcontractor and the engineer of record, will prepare a list of incomplete or unsatisfactory items and a schedule for their completion. The Contractor will schedule and monitor the progress of all punch list work and conduct inspections to determine whether the Project is ready for inspection by Governmental Agencies with jurisdiction over the Project to determine whether Substantial Completion has been achieved.

5.26.1 Final Punch List. The Contractor will prepare a final punch list upon Substantial Completion. Any non-conforming Work will be corrected by the Subcontractor and its responsible subcontractors under Section 5.22. Subcontractor shall diligently complete its Work shown on the final punch list and notify Contractor when Subcontractor’s Work is ready for final inspection. The Contractor will schedule and monitor the progress of all final punch list Work and conduct inspections to determine whether Subcontractor has achieved Final Completion.

5.27 Early Occupancy. The Contractor reserves the right for Contractor, Concessionaire, or Authority to occupy or utilize any portion of the Work at any time before Final Completion, and such occupancy or use will not constitute acceptance of any part of the Work.

5.28 Close-Out. After Substantial Completion but before Final Completion, the Subcontractor will transmit to the Contractor all required as-built drawings and specifications, operation and maintenance manuals, references, warranties, attic stock, keying schedule, and other items required by the Contract Documents.

6. CONTRACTOR

6.1 Information and Documents. The Contractor will provide information regarding requirements for the Project, including the Construction Documents and available 436
surveys and other information describing the Project site (including Schedule M of the Prime Contract) to the extent received from Concessionaire or Authority and applicable to the Work.

6.2 Contractor’s Representative. The Contractor’s designated representative is Chandrasekar Venkatraman.

6.3 Excluded Approvals. The Contractor or Authority, as applicable, is responsible for obtaining the Excluded Approvals (Exhibit F).

6.4 Timeliness. Information or services under the Contractor’s control will be timely furnished to the Subcontractor by the Contractor to avoid delay in design and the orderly progress of the Work in accordance with the Interim Project Schedule.

6.5 Separate Contractors. The Contractor will endeavor to require its Separate Contractors to name the Subcontractor as an additional insured under their commercial general liability policies, and to waive subrogation rights against the Subcontractor under its commercial general liability policy and applicable property insurance. The Subcontractor likewise agrees to name each Separate Contractor as an additional insured under the Subcontractor’s commercial general liability policy, and to waive subrogation rights against the Separate Contractors under the commercial general liability policy. The Subcontractor will coordinate the Work with the work and services of Separate Contractors and will accommodate the work and services of the Separate Contractors to effect smooth and efficient workflow and integrated work product. Separate Contractors will remain responsible and liable for all safety violations arising from their respective work.

7. COMPENSATION

7.1 Contract Price. The Subcontractor’s Contract Price for providing all Work in strict accordance with the Contract Document is the lump sum amount of that stated in Exhibit C and constitutes full and complete compensation to Subcontractor for the Work. The lump sum Contract Price covers all Subcontractor’s Direct Costs, General Conditions Costs, and Overhead and Profit, as defined in Article 9. The breakdown of the Contract Price is set forth in Exhibit C.

The Contract Price is only subject to increases and decreases as a result of approved Change Orders in accordance with Article 10.

8. CONTRACT TIME AND SCHEDULING

8.1 Contract Time. Subcontractor must achieve Substantial Completion within the Contract Time, time being of the essence.

8.2 Scheduling. Overall scheduling will be based on critical path or network precedence methodologies coordinating all major components of the Work including long lead item schedules and Contractor’s occupancy requirements projecting milestone dates for Substantial Completion and Final Completion. The Subcontractor will participate and cooperate with the Contractor in the development of schedules and other efforts to achieve timely completion of the Work as established in the Project Schedule set forth in Exhibit E.

8.2.1 Monthly Project Schedules. The Contractor will create Monthly Project 437
Schedule Updates incorporating activities and schedule updates of the various contractors on the Project as necessary to reflect the status of construction and projected milestone dates including Substantial Completion. The Subcontractor will provide information in an agreed upon format, and as requested by the Contractor, for the scheduling of times and sequences of operations required for its Work in coordination with the Monthly Project Schedule Updates.

8.2.2 Interim Project Schedules. The Contractor, with the assistance of the Subcontractor and Separate Contractors, will also create Interim Project Schedules that will provide a 3-week look ahead for the performance of upcoming Project work and document all Project work performed during the prior 3-week period. The Subcontractor will continuously monitor the Monthly Project Schedule Update and Interim Project Schedule so as to understand and accommodate the timing, phasing, and sequencing of operations of its Work and the work of Separate Contractors. The Interim Project Schedule is to be used as a working tool to evaluate any schedule slippages and collaborate on methods for improving labor efficiency.

8.3 Prosecution of the Work. Subcontractor will commence the Work after execution of this Subcontract and as directed by Contractor in a written notice to proceed. Subcontractor will diligently prosecute and complete its Work pursuant to the most current Interim Project Schedule.

The Subcontractor will coordinate its Work with the work of Separate Contractors being performed on the Project so as not to delay, impede, obstruct, hinder or interfere with the commencement, progress, or completion of the whole or any part of any work being performed on the Project, and in accordance with the Contract Time. Contractor will determine the normal working hours for the Work and overtime shall be subject to Contractor’s prior written approval.

8.3.1 Schedule Slippage. The Subcontractor will notify the Contractor within three (3) business days of any delays to its Work or other slippage in the Project Schedule as a result of its Work and must submit a detailed recovery plan for evaluation and approval by the Contractor. All costs associated with the recovery will be the responsibility of the Subcontractor subject to Section

8.4. 8.3.2 Acceleration. The Contractor may direct the Subcontractor to work overtime.

If the Subcontractor is in compliance with the Project Schedule, the Subcontractor may submit a request for a Change Order for the actual additional wages paid, if any, per Article 10.

8.4 Permitted Delays. If the Subcontractor is delayed in the commencement, prosecution or completion of the Work by (i) any Uncontrollable Circumstance; (ii) Design Changes; (iii) Authority-Directed Changes in the Work or changes directed by the Contractor that were not specified, illustrated or reasonably inferable from the Contract Documents; (iv) a Change in Law; (v) Unknown Site Conditions; and/or (vi) unknown Environmental Conditions, and to the extent that the delay impacts the critical path of the Project Schedule extending the Substantial Completion Date, then the Subcontractor may be entitled to an extension of the Contract Time for the same period of time that the Substantial Completion Date was delayed provided that the delay was not caused, in whole or in part, by any fault, neglect, act or omission of the Subcontractor or those for whom it is responsible, and subject to the provisions in Article

10. Notwithstanding the above, the Subcontractor will not be entitled to any extension of Contract Time or an adjustment in Contract Price under Article 10 unless the Subcontractor (1) notifies the Contractor in writing of the cause or causes of the delay within three (3) business days of the commencement of the delay; and (2) demonstrates that it could not have anticipated or 438
avoided the delay and has used all available means to minimize the consequences of the delay, including application of available schedule float.

8.5 Delays Caused by Subcontractor. If the progress of the Work or the Project is delayed by any fault or neglect, or act or failure to act by the Subcontractor or any of its employees, consultants, subcontractors or suppliers, and the delay causes any additional cost, expense, liability or damage to the Contractor (including legal fees and disbursements incurred by the Contractor, whether incurred in defending claims arising from the delay or in seeking reimbursement and indemnity from the Subcontractor or its surety, if any), or any damages (including any liquidated damage) or additional costs or expenses for which the Contractor may or will become liable, then the Subcontractor and its surety (if any) will compensate the Contractor for, and indemnify it against, all such costs, expenses, damages and liability.

8.5.1 Liquidated Damages . The Contractor and Subcontractor acknowledge and agree that if Subcontractor fails to achieve Substantial Completion within the Contract Time of October 28, 2022, the Contractor will suffer damages that are both extremely difficult and impracticable to ascertain. Therefore, Contractor and Subcontractor agree that, in the event Subcontractor fails to achieve Substantial Completion within the Contract Time and if as a result of that delay the Substantial Completion Date is extended, Subcontractor will pay to Contractor as liquidated damages, and not as a penalty, the amount of $1,500 per calendar day until such time that Substantial Completion is achieved. Payment of liquidated damages represents a reasonable estimate of fair compensation for the losses that reasonably may be anticipated. Contractor and Subcontractor acknowledge and agree that this liquidated damages provision will be Contractor’s only remedy for delay damages caused by Subcontractor’s failure to achieve Substantial Completion within its Contract Time. Nothing contained in this Section 8.5.1 will preclude the Contractor from recovery for actual damages caused by reasons other than the Subcontractor’s failure to timely achieve Substantial Completion within its Contract Time including, but not limited to, claims for actual losses incurred due to breach of contract, negligence, defective work, injury to persons or property or third party claims. Subcontractor acknowledges and agrees that the liquidated damages amount is a reasonable amount for the Contractor’s consequential damages due to delay under the circumstances and existing at the time of the Effective Date of this Subcontract.

9. COST OF THE WORK

9.1 General. This Article 9 addresses allowable costs when Subcontractor is compensated for Change Order work on a cost reimbursable basis.

9.2 Direct Costs. The term “Direct Costs” means all costs from those categories of Subcontractor’s own labor set forth in Section 9.2.1, subcontractor costs in accordance with the requirements of their written subcontracts, material, equipment rentals, appurtenances, and those miscellaneous costs set forth in Section 9.2.2, that are necessarily incurred by the Subcontractor for the proper performance of the Work in strict accordance with the Contract Documents.

9.2.1 Direct Labor.

9.2.1.1 All labor performed by Subcontractor’s employees at hourly rates that do not exceed the agreed maximum billing rates shown for that classification in Exhibit C. 439

9.2.1.2 All labor performed by workers directly employed by the Subcontractor to perform Work on-site as documented by weekly certified payroll reports.

9.2.2 Miscellaneous Costs.

9.2.2.1 Sales, use, gross receipt, or similar taxes imposed by a Governmental Agency that are related to the Work.

9.2.2.2 That portion of required Subcontractor insurance coverage and bond premiums that can be directly attributed to the Subcontract.

9.2.2.3 Fees and assessments for permits, licenses and inspections that Subcontractor is required to pay under the Contract Documents.

9.2.2.4 Fees of laboratories for tests required by the Contract Documents.

9.2.2.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents.

9.2.2.6 Costs of removal and disposal of debris from the site and recycle costs not offset by recycle fees or rebates.
of the Work.

9.2.2.7 Cost of document reproduction
necessary for proper execution

9.2.2.8 Expenses for Subcontractor’s personnel incurred while traveling in discharge of duties connected with the Work.

9.2.2.9 Costs associated with safety and protection of person and property required under this Subcontract.

9.3 General Conditions Costs. General Conditions Costs consist of the following items of cost:

9.3.1 Labor for Subcontractor’s project management, superintending, accounting, engineering, detailing, drafting, planning and scheduling, purchasing, estimating, review and processing of Change Orders, accounting, IT, and data processing for payroll, payables and receivables, whether performed at the site or off-site offices, but only for that portion of their time required for the Work at no more than the agreed maximum billing rates shown for that classification in Exhibit C;

9.3.2 All costs related to on-site temporary office facilities including, but not limited to, temporary office furniture and equipment desk and computers (inclusive of all software, applications, systems, and support), devices, servers, printers, copiers, plotters, cell phones, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site, digital cameras, etc., plus any costs for transportation, installation, minor repairs and replacements, dismantling, and removal thereof. 440

9.4 Overhead and Profit. The following items of cost are covered by Subcontract’s Overhead and Profit:

9.4.1 Salaries and other compensation of the Subcontractor’s personnel stationed at the Subcontractor’s principal office or offices other than the site office to the extent not covered by Sections 9.2.1.1 or 9.3.1;

9.4.2 Costs of small tools, consumables, pick-up trucks for Subcontractor personnel staffing the Project and other Project-related “general requirements” costs approved by Contractor;

9.4.3 All costs associated with repairing or correcting damaged or nonconforming Work executed by the Subcontractor or its subcontractors or suppliers provided damage was not caused by a Separate Contractor;

9.4.4 All costs and expenses associated with Subcontractor’s principal office, capital expenses, including interest on the Subcontractor’s capital employed for the Work;

9.4.5 Costs due to the negligence or failure of the Subcontractor, its subcontractors and suppliers or anyone directly or indirectly employed by any of them for whose acts any of them may be liable to fulfill a specific responsibility under the Contract Documents;

9.4.6 All other costs and expenses incurred in the performance of the Work under the Contract Documents not covered under the definition of Direct Costs or General Conditions Costs.

10. CHANGES IN THE WORK

10.1 Change Orders. All agreed changes in the Work will only be authorized by a Contractor-executed Change Order and performed under the applicable conditions of the Contract Documents. A Change Order signed by the Subcontractor indicates the Subcontractor’s agreement to changes in its Contract Price, Contract Time or other contract terms and that the adjustments in the Change Order fully and completely resolve any claim by Subcontractor regarding compensation or time arising from or related to the subject of the Change Order.

10.2 Allowed Adjustments. The Contract Price and/or Contract Time may only be adjusted through written Change Order under one of the following circumstances:

10.2.1 Additional time or resources directed by Contractor due to an Uncontrollable Circumstance;

10.2.2 Design Changes;
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10.2.3 An Authority-Directed Change in the scope of the Work or changes directed by the Contractor that were not specified, illustrated or reasonably inferable from the Contract Documents;

10.2.4 Acceleration of the Work to the extent an adjustment is directed under Section 8.3.2 and not necessary to mitigate delays caused by the negligence or contractual breach by Subcontractor;

10.2.5 Extra Work required due to Unknown Site Conditions or unknown Environmental Conditions;

10.2.6 Extra Work required due to Change of Law;

10.2.7 To the extent that Contractor receives proceeds from builder’s risk insurance attributable to damage or loss to Subcontractor’s Work, the Contract Price will be increased by the allocable amount of such proceeds;

10.3 Contractor Initiated Changes. The Subcontractor must submit a rough order of magnitude of the change to the Contractor within three (3) business days of receipt of the scope of a proposed change order and a complete cost proposal, including any change in Contract Time under Section 8.4, within eight (8) business days of receipt.

10.4 Subcontractor Initiated Changes. The Subcontractor must give the Contractor written notice of a requested Change Order within five (5) business days of discovery of the facts or circumstances giving rise to the proposed change order, with contractual justification and back-up required by Sections 8.4 and 10.6 or otherwise reasonably requested by Contractor.

10.5 Submission. All claims for additional compensation to the Subcontractor will be based on the billable rates set forth in Exhibit C and presented in writing to the Contractor and approved by the Contractor before the expense is incurred unless Contractor directs the Subcontractor to proceed under an Interim Work Directive.

10.6 Pricing. Methods used for determining adjustments to the Contract Price include:
(i) mutual acceptance of a lump sum adjustment properly itemized and supported by sufficient substantiating data to permit evaluation of the Direct Costs, General Conditions Costs, and Overhead and Profit, if any, as set forth in Section 10.6.1; (ii) Work performed on a time and material basis plus Overhead and Profit, if any, as set forth in Section 10.6.1; or (iii) unit costs agreed upon by Contractor and Subcontractor. If the additional Work is performed on a time and material basis, the Subcontractor will keep and present an itemized accounting for the Work performed based on daily time tickets executed by the Contractor, material and equipment invoices, and other supporting data substantiating the amount of the Change Order. All time and material costs will be limited to Direct Costs and General Conditions Costs, and the adjustment to the Contract Price will be broken down by Direct Costs, General Conditions Costs, Overhead and Profit.

10.6.1 Overhead and Profit. Adjustments to Subcontractor’s Overhead and Profit on additive and deductive Change Orders will be limited to those percentages set forth below. The Subcontractor’s Overhead and Profit will be calculated as a percentage of the subtotal of Direct 442
Costs and General Conditions Costs associated with the Change Order. 10% for Subcontractor on its direct subcontractors and suppliers 10% for Subcontractor on self-performed trade work
10% maximum mark-up by Subcontractor’s direct subcontractors on their changed work

10.6.2 Payment and Performance Bonds. If Subcontractor is required to provide payment and performance bonds, then all Subcontractor proposals for any and all potential change orders will include payment and performance bond costs at a premium not to exceed 100% of the Subcontractor’s Direct Costs and General Conditions costs for Work.

10.6.3 Bond Riders. The following mentioned will be added to both payment and performance bonds as two separate bond riders (one for the payment another for the performance bond):
1) Rialto Water Services ("RWS, LLC")
437 North Riverside Avenue
Rialto CA 92376
2) Rialto Utility Authority, a California joint powers authority, ("RUA") 335 West Rialto Avenue
Rialto CA 92376
3) Union Bank, N.A.
350 California Street, 11th Floor
San Francisco, CA 94104

10.7 Deductive Changes. The amount of credit for deductive Change Orders resulting in a net decrease to the Contract Price will be the actual net decrease based on the decrease of the Direct Costs pursuant to one of the pricing methods set forth in Section 10.6 plus a decrease in the Overhead and Profit per Section 10.6.1. When both additions and credits covering related Work or substitutions are involved in a proposed change, the Change Order will be determined on the sum of the net increase or decrease. There will not be a decrease in General Conditions Costs for deductive Change Orders unless the Subcontractor’s Contract Time is reduced as a result of the change.

10.8 Continued Performance. No Work will be allowed to lag pending the adjustment through Change Order, but will be promptly executed as directed, even if a dispute arises.

10.9 Failure to Reach Agreement. Provided the requested change meets one of the conditions in Section 10.2, if the Contractor and Subcontractor cannot agree on the value of the proposed change order, or if the Contractor fails to approve or disapprove of the proposed change within 10 business days, the Subcontractor will proceed with the Work promptly upon receipt of a written Interim Work Directive from the Contractor and will perform the Work on a 443
time and material basis per Section 10.6. If the Work is performed under an Interim Work Directive, the Subcontractor must submit all required data under Section 10.6 within 10 Days of completion of the Work covered by the Interim Work Directive in order to perfect its claim.

Failure of the Subcontractor to provide the Contractor with notice of its claim and to submit the written claim within 10 Days of completion of the directed Work constitutes an agreement on the part of the Subcontractor that it will not be paid for the directed Work. No claim is allowed after the Work in question has been performed unless a written Change Order has been executed or timely written notice of claim has been made by the Subcontractor. Subcontractor will not be entitled to claim or to bring suit for damages, whether for loss of Profits or otherwise, on account of an omission of any item or portion of Work covered by the executed Change Order.

10.10 Allowances. Any allowance items included in the Contract Price set forth in Exhibit C are included in the Contract Price. When the allowance item is capable of firm pricing, the Subcontractor will submit a request for Change Order under Section 10.4 to adjust the Contract Price by the difference between the firm price and the amount of the allowance item.

10.11 Omitted Work. If the Subcontractor omits Work that is included in the Contract Documents, the Contractor will have the right to withhold from payments due or to become due to the Subcontractor an amount which, in the Contractor’s opinion, is equal to the value of Work that was omitted until the Work is performed.

10.12 Contract Time Impacts and Extended Costs. The Subcontractor will not reserve a right to assert impact costs, extended job site costs, extended Overhead, constructive acceleration and/or actual acceleration beyond what is allowable under Article 8 and claimed in a proposed change order under Article 10. No claims will be allowed for impact, extended Overhead costs, constructive acceleration and/or actual acceleration due to a multiplicity of changes and/or clarifications. Nothing contained in this Section will be construed as restricting the rights and remedies of Subcontractor in violation of Civil Code section 2782. If this provision is determined to conflict with Civil Code section 2782, this provision will be reformed to provide the greatest protection to the Contractor, Concessionaire, Authority and City under Applicable Law.

10.13 Surety. All changes, additions or omissions in the Work ordered in writing by the Contractor are part of the Work and will be performed and furnished in strict accordance with all of the terms and provisions of this Subcontract and the other Contract Documents. The Subcontractor will keep its surety, if any, informed of all modifications to this Subcontract.

The obligations of Subcontractor’s surety are not to be reduced, waived or adversely affected by the issuance of Change Orders even if the Contractor fails to inform the surety of the Change Order(s) and the Contractor will not be required to obtain consent of any surety to any Subcontract modifications.

11. PAYMENTS

11.1 Progress Payments. The Contractor will make monthly progress payments on all undisputed Work within 45 days after approval of Subcontractor’s certified application for payment that was properly submitted pursuant to the Contract Documents. Each application for payment will include a completed AIA G702 cover sheet, AIA G703 schedule of values or similar forms approved by Contractor, statutory conditional waivers and release of claims (see Exhibit I) 444
for all amounts included in the application for payment, and all other reasonably requested back-up.

11.1.1 Schedule of Values. The schedule of values will allocate the entire Direct Costs among the various portions of the Work except that the Subcontractor’s General Conditions Costs, Overhead and Profit will be carried on separate line items. A draft schedule of values must be submitted to the Contractor by the 20th day of each month in order to be included in the monthly billing cycle.

11.1.2 Evaluation of Application for Payment. Subcontractor will submit each application for payment to the Contractor by the 20th day of each month for review and approval.

The approval of an application for payment is subject to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to Final Completion, and to specific qualifications expressed by the Contractor. The Contractor is entitled to rely on the accuracy and completeness of the information furnished by the Subcontractor and approval will not be deemed to represent that any examination, audit, or arithmetic verification of the documentation submitted with the Subcontractor’s application for payment has been made or that Contractor has verified that the Work is in accordance with the Contract Documents.

11.1.3 Retention. The Contractor will withhold ten percent (5%) retention on the entire amount of the monthly application for payment. Retention will be withheld until the Project achieves Final Completion.

11.1.4 Change Orders. Applications for payment may include requests for payment on account of properly authorized changes in the Work.

11.1.5 Stored Materials. Stored materials may be included in the application for payment provided the materials are properly stored in accordance with Section 5.14.

11.1.6 Stop Payment Notices and Claims. By submitting an application for payment, the Subcontractor warrants that all Work included in the application for payment has been performed in accordance with the Contract Documents and that title to all Work covered by an application for payment will pass to the Authority no later than the time of payment and to the best of the Subcontractor’s knowledge, information, and belief, will pass to the Authority free and clear of all stop payment notices, claims, security interests, or encumbrances. Subcontractor will provide executed statutory conditional waivers and release of claims (see Exhibit I) for all amounts included in the application for payment.

11.1.7 Subcontractor Payment to Tier Subcontractors and Suppliers.

Subcontractor will pay amounts due to its subcontractors, consultants and suppliers no later than three (3) business days after receipt of payment from Contractor.

11.1.8 Contractor Payment to Tier Subcontractors and Suppliers. The Contractor will not have an obligation to directly pay any of Subcontractor’s tier subcontractors, consultants or suppliers for Work performed unless required by Applicable Law. However, if the Contractor is aware that a stop payment notice has been given or has reason to believe that the Subcontractor 445
is not paying its subcontractors and suppliers, the Contractor may make payment of sums due to Subcontractor through joint check or pay those subcontractors and suppliers directly and withhold those payments from Subcontractor.

11.2 Final Payment. Upon Substantial Completion, the Subcontractor will submit a final payment application. If items remain to be completed at that time, then the Subcontractor in conjunction with the Contractor will create a punch list pursuant to Section 5.26. The Contractor will continue to withhold the five percent (5%) retention until Final Completion of the Project, including completion of all punch list items. Upon Final Completion of the Project, final payment of the retention, if unencumbered, will be paid to the Subcontractor within three (3) business days following Contractor’s receipt of final payment.

11.2.1 Contract Price Reduction. Upon Final Completion of the Project, the Contractor may reduce the Contract Price to reflect costs charged to the Subcontractor, backcharges, or payments withheld pursuant to the Contract Documents.

11.2.2 Evidence. Before issuance of final payment, Contractor may request satisfactory evidence that (i) all payrolls, materials bills and other indebtedness connected with the Work have been paid or otherwise satisfied; (ii) insurance required by the Contract Documents will remain in force after final payment and will not be canceled or allowed to expire until at least 30 Days prior written notice has been given to the Contractor; (iii) the Subcontractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (iv) the surety, if any, has consented to final payment; (v) Project commissioning has occurred and the Contractor has received all close-out documents required under Section 5.28 and as required by the Contract Documents; and (vi) other data establishing payment or satisfaction of obligations, such as statutory unconditional releases and waivers of claims (see Exhibit I), security interests or encumbrances arising out of this Subcontract have been received. If any of Subcontractor’s tier subcontractors refuse to furnish a release or waiver required by the Contractor, the Subcontractor will furnish a bond to indemnify the Contractor against stop payment notices under Section

11.2.3, provided that the tier subcontractor’s work is Work for which the Subcontractor has been paid by the Contractor.

11.2.3 Stop Payment Notice. If any claim or stop payment notice is made or filed against the City, Authority, Concessionaire, Contractor, Contractor’s payment bond, or the Project funds by any person claiming that the Subcontractor or any of its subcontractors or suppliers has failed to make payment for any labor, services, materials, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Work, or if at any time there is evidence of nonpayment or of any claim or stop payment notice for which, if established, the Contractor or its payment bond might become liable and that is chargeable to the Subcontractor, the Contractor may, in its discretion, allow the Subcontractor to file a bond in an amount equal to 125% of the claim stated in the stop payment notice pursuant to Applicable Law and the Contractor will release the funds to the Subcontractor. If the Contractor does not permit the Subcontractor to post a bond, the Contractor will have the right to retain from any payment then due or thereafter to become due an amount that it deems sufficient to (1) satisfy, discharge and/or defend against any claim or stop payment notice action that may be brought or judgment, which may be recovered; (2) make good any nonpayment, damage, failure or default; or (3) compensate the Contractor for the claim. The Subcontractor will indemnify and hold each Indemnified Party harmless against any and all losses, liability, damages, costs and expenses, including legal fees and disbursements, which 446
may be sustained or incurred by any or all of them in connection with the Subcontractor’s failure to timely and properly make payments to its subcontractors and suppliers. The Contractor will have the right to withhold from Subcontractor a reasonable amount for the foregoing purposes. If the amount is insufficient to cover the amount of the claim, the Subcontractor will be liable for the difference and will make payment to the Contractor upon 30 Days written notice.

11.3 Payment Not Acceptance of Work. Approval of an application for payment (final or otherwise) or partial or entire use or occupancy of the Project by the Contractor, Concessionaire, or Authority will not be used as conclusive evidence that the Work was properly performed or constitute acceptance of Work that is not in accordance with the Contract Documents.

11.4 Payments Withheld. In addition to the Subcontractor’s retention under Section

11.1.3, the Contractor may withhold payments due to the Subcontractor as may be necessary to cover (i) claims to the extent described in Section 11.2.3; (ii) defective Work not remedied; (iii) failure of Subcontractor to make proper payments to its subcontractors, consultants or suppliers;
(iv) completion of the Subcontract if there exists a reasonable doubt that the Work can be completed for the balance then unpaid; (v) damage to a Separate Contractor or third party caused by Subcontractor; (vi) amounts that may be due to the Contractor for claims against Subcontractor;
(vii) failure to provide Contractor with timely updates under Section 8.2.1 and 8.2.2; (viii) clean- up of Subcontractor’s work area; (ix) failure of the Subcontractor to comply with requirements of the Contract Documents; (x) disputed amounts in the application for payment; and (xi) fines or penalties assessed against the Contractor as a result of the acts or omissions of Subcontractor or those for whom it is responsible.
447

11.5 Waiver of Claims. Acceptance of final payment by the Subcontractor will constitute a waiver of claims by Subcontractor and its subcontractors and suppliers except for those previously made in writing and identified by the Subcontractor as unsettled at the time of final application for payment.

12. HAZARDOUS MATERIALS.

12.1 Regulated Substances. If Regulated Substances or materials (of a type legally requiring employer to notify its employees) are being used or stored on the Project site by the Subcontractor, its subcontractor, or anyone directly or indirectly employed or retained by them, the Subcontractor will immediately provide written notice of the chemical composition to the Contractor in sufficient time to permit compliance with the law by the Contractor and Separate Contractors at the Project site. If the Subcontractor encounters a material reasonably believed to be a Regulated Substance on site, the Subcontractor will immediately stop Work in the affected area and report the condition to the Contractor in writing. Work will resume in the affected area once the Regulated Substance is rendered harmless or removed, as determined by a licensed laboratory retained by the Contractor.

12.2 Indemnification. To the fullest extent permitted by law, Subcontractor agrees to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all loss, injury, claims, actions, proceedings, liability, damages, fines, penalties, cost and expenses, including legal fees and disbursements: (i) caused by the negligent mishandling by Subcontractor or its subcontractors and suppliers of any Regulated Substances to the extent the materials or substances were brought onto the Project site by the Subcontractor, its tier subcontractors or material suppliers; (ii) to the extent that Subcontractor was aware of an Environmental Condition and expressly accepted remediation as part of its Work under this Subcontract and then negligently performs such remediation services; or (iii) to the extent that the Subcontractor, or any of its employees, subcontractors or suppliers, exacerbates a pre- existing Environmental Condition, or renders the pre-existing Environmental Condition more difficult or more expensive to investigate or remediate after obtaining actual knowledge as to the nature, location and extent of the pre-existing Environmental Condition; or (iv) to the extent that the Subcontractor or any of its subcontractors takes action to disturb the pre-existing Environmental Condition after discovery of such condition, and in taking such action fails to exercise reasonable care consistent with Prudent Industry Practices and in accordance with Applicable Law. Defense obligations are set forth in Section 14.3.

13. INSURANCE AND BONDS

13.1 Required Insurance. The Subcontractor agrees that it will maintain insurance, and will cause its subcontractors and consultants to maintain such insurance, and abide by the Contractor’s insurance requirements, as specified in Exhibit G and Schedule R.9 of the Prime Contract. This Section 13.1 will survive the completion or earlier termination of this Agreement.

13.2 Waiver of Subrogation. Subcontractor waives all rights against Contractor, City, Authority, Concessionaire, and Separate Contractors and its own subcontractors for loss or damage to the extent reimbursed by any property or equipment insurance applicable to the Work, except such rights as Subcontractor may have to the proceeds of the insurance. If any applicable 448
policies of insurance referred to in this Section require an endorsement or consent of the insurance company to provide for continued coverage where there is a waiver of subrogation, the owners of those policies will cause them to be endorsed or obtain consent.

13.3 Builder’s Risk. The Concessionaire will be providing commercially reasonable builder’s risk insurance for the Project on a replacement cost basis. This insurance will cover the interests of City, Authority, Contractor, Subcontractor and tier subcontractors in the Project. If there is a covered loss affecting the Work, Contractor will pay Subcontractor it’s just shares of insurance proceeds received by Contractor, and Subcontractor by appropriate written agreements will require its tier subcontractors to make payments to their subcontractors in similar manner.

Contractor shall provide the builder’s risk insurance and shall add the City of Rialto and Rialto Water Services, LLC as additional insured.

13.4 Option for Subcontractor Bonds. If Contractor notifies Subcontractor in writing any time prior to the notice to proceed with the Work that Contractor will require Subcontractor to provide payment and performance bonds, then Subcontractor will furnish a payment and a performance bond to the Contractor, each in the amount requested by Contractor, within 10 business days of Contractor’s notice. The Contract Price will be adjusted by Change Order for the amount of the bond premium based on the percentage shown in Section 10.6.2. The surety supplying the bonds must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as a surety in the State of California, and be listed in the current list of “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (amended) by the Audit Staff, Bureau of Government Financial Operations, U.S. Treasury Department except that the surety must have no less than a A-IX rating by A.M. Best. All bonds shall be in the form acceptable to Contractor. All bonds signed by an agent must be accompanied by a certified copy of such agent’s authority to act. Failure to furnish the required payment and performance bonds to the Contractor within the 10 business day time period constitutes a default under this Subcontract and the Contractor will have all of the rights and remedies provided under this Subcontract and afforded by law.

13.4.1 Payment of Subcontractors. Without limiting the responsibilities of Subcontractor and its surety (if any) under the terms of this Subcontract, Subcontractor and its surety (if any) agree to promptly pay all lawful claims of the Subcontractor’s tier subcontractors, material men, laborers, persons, firms or corporations for labor or services performed or materials, supplies, machinery equipment, rentals, fuels, oils, tools, appliances, insurance and other items furnished, used, or consumed in connection with the prosecution of the Work including Change Orders, and will indemnify and save harmless the Indemnified Parties from and against all liability, loss, damage and expense, including interest, costs and attorneys’ fees, which the Indemnified Party may sustain by reason of Subcontractor’s or its surety’s failure to do so.

14. INDEMNIFICATION

14.1 Subcontractor’s Performance. To the fullest extent permitted by law and public policy of the State of California, but subject to Section 14.2, Subcontractor will indemnify, protect, defend and hold harmless the Indemnified Parties and each of them, from and against any and all claims, demands, causes of action, damages, costs, expenses, actual attorneys’ fees, losses 449
or liabilities, in law or equity, of every kind and nature whatsoever arising out of or in any way relating to (i) this Subcontract; (ii) actual or alleged acts or omissions by Subcontractor or any of its tier subcontractors, vendors, suppliers, employees, or persons for whom it is responsible, regardless of whether the acts or omissions are negligent; or (iii) the Work, including, but not limited to claims for:

14.1.1 Personal injury, including bodily injury, sickness or disease, or death to any persons, employees or agents of Subcontractor, any Indemnified Party, or any Separate Contractor, and/or damage to property of anyone (including loss of use) other than to the Work, caused or alleged to be caused in whole, or in part, by any actual or allegedly negligent act or omission of Subcontractor or anyone directly or indirectly employed by Subcontractor or anyone for whose acts Subcontractor may be liable regardless of whether the personal injury or property damage is caused in part by an Indemnified Party.

14.1.2 Penalties, fees and costs imposed on account of the violation of any Applicable Law, including CalOSHA violations, orders, citations, rules, regulations, standards, ordinances or statutes, caused by the act or omission of the Subcontractor or those for whom it is liable.

14.1.3 Failure to obtain necessary licenses for performance of the Work and infringement of any Intellectual Property rights (including copyright or patent) that are brought against Contractor, City, Authority or Concessionaire arising out of the Work.

14.1.4 Project claims or stop payment notices for labor performed or materials used or furnished to be used for the Work, including all incidental or consequential damages resulting to an Indemnified Party from stop payment notices provided Subcontractor received payment for the Work at issue.

14.1.5 Any vicarious liability, whether real or alleged, of Indemnified Parties, arising or alleged to arise from any negligent acts, errors or omissions of Subcontractor or any of its tier subcontractors or consultants.

14.1.6 Failure of Subcontractor to comply with the insurance provisions set forth in Article 13 and Schedule R.9 of the Prime Contract.

14.1.7 Claims by third parties, including Separate Contractors, alleging or arising, in whole or in part, out of actual or alleged acts or omissions by Subcontractor, any of its subcontractors or suppliers (regardless of tier), and/or any of its or their respective directors, officers, employees, agents, partners, affiliates, subsidiaries, parents, successors and assigns (including without limitation, claims regarding alleged or actual delays, failure to cooperate or coordinate, damage to work performed by others, interferences, disruption, etc.).

14.1.8 Any violation or infraction by Subcontractor of any Applicable Law, order, citation, rule, regulation, standard, ordinance or statute in any way relating to the occupational health or safety of employees including, but not limited to, the use of Contractor’s or others’ equipment, hoists, elevators, or scaffolds.
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14.1.9 Indemnification for Regulated Substances and Environmental Conditions pursuant to Section 12.2.

The specific listing in Subsections 14.1.1 through 14.1.9 will not in any way limit Subcontractor’s agreement to indemnify any Indemnified Party for all acts and omissions of the Subcontractor and anyone for whom Subcontractor is responsible in the performance of the Work and other obligations under this Subcontract including the amount or type of damages, compensation or benefits payable by or for Subcontractor under the Workers’ Compensation Acts, disability benefit acts or other employee benefit acts. The obligation to defend and indemnify will apply even if Subcontractor is not actively involved in the events that give rise to the claims for which a defense or indemnity is sought.

14.2 Exceptions. The defense and indemnification provisions in this Article 14 will extend to claims occurring after this Subcontract is terminated as well as while it is in force.

Such provisions apply regardless of any passive negligence of any Indemnified Party.

Subcontractor, however, will not be obligated under this Subcontract to indemnify an Indemnified Party for claims arising from that Indemnified Party’s sole or active negligence or willful misconduct. Subcontractor will not be required to provide a defense or to indemnify Contractor to the extent of Contractor’s own active negligence, provided that Subcontractor will continue to indemnify Contractor and provide a defense to the extent and in proportion to the degree that the Contractor is not actively negligent. Nothing herein will be construed to impose any obligation in conflict with the provisions of Civil Code section 2782, 2782.05, and/or Insurance Code section 11580.04. In the event of a conflict, the provision conflicting with Civil Code section 2782, 2782.05, and/or Insurance Code section 11580.04 will be reformed to provide the greatest protection to the Indemnified Parties allowed under the law.

14.3 Duty to Defend. The Subcontractor will:

14.3.1 At Subcontractor’s own cost, expense and risk, defend all claims as required in Section 14.1 that may be brought or instituted by third persons including, but not limited to, Governmental Agencies or employees of Subcontractor, against the Indemnified Parties;

14.3.2 Pay and satisfy any judgment or decree that may be rendered against the Indemnified Parties arising out of a claim covered by Section 14.1; and/or

14.3.3 Reimburse the Indemnified Parties for any and all legal expense incurred by any of them in connection with the claim or in enforcing the indemnity granted in this section.

The duty to defend will apply, and Subcontractor will be required to furnish a defense, notwithstanding that there has not yet been an adjudication or finding of liability on the part of the Subcontractor or any Indemnified Party, or as to whether an exception to provide a defense or indemnity may apply.

14.4 Survival. This Article 14 will survive Final Completion of the Project or termination of this Subcontract.
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15. WARRANTY AND GUARANTEES

15.1 Warranty. Subcontractor expressly warrants that all Work will be of appropriate quality, free from defects, and conforming to the Contract Documents and Applicable Laws.

Subcontractor’s warranty excludes damage due to improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. Subcontractor will procure all tier subcontractor and manufacturer express warranties required under the Contract Documents on Contractor’s behalf and will transmit the warranties to the Contractor as part of its close-out documentation. This provision will survive Final Completion of the Project or termination of this Subcontract.

15.2 Correction of Nonconforming Work. For a period of one (1) year commencing from Substantial Completion or the date of repair, whichever is later, and for longer periods specified in the Contract Documents for certain equipment manufacturers or suppliers, the Subcontractor will provide all labor, materials, and equipment necessary to promptly repair or replace any and all deficient, defective or non-conforming Work, provided that the Work was properly maintained and used, together with any other Work that is damaged during repair or replacement, without expense to the Contractor (including any additional re-inspection fees). If the Contractor’s operations or use are impaired by the defective or deficient Work or its correction, the Subcontractor shall use such overtime labor and timesaving procedures as the Contractor may require at the Subcontractor’s expense. Establishment of the one (1) year period for correction of Work relates only to the Subcontractor’s express warranty on workmanship and specific obligation to correct defective or non-conforming Work, and has no relationship to statute of limitations periods for legal claims arising from this Subcontract.

15.2.1 The Subcontractor shall provide on-site troubleshooting services within five (5) days after receipt of notice in writing from Contractor of a problem with the Work.

Contractor is hereby authorized to repair any defective or non-conforming Work, and the Subcontractor and its surety (if any) shall be liable for the cost thereof, if 10 days after giving of such notice to the Subcontractor, the Subcontractor has failed to make or undertake the repairs with due diligence. In case of emergency, where, in the opinion of Contractor, delay could cause serious loss or damage, repairs may be made without notice being sent to the Subcontractor, and the expense in connection therewith shall be charged to the Contractor, and its surety (if any) shall be liable for the cost thereof.

15.2.2 Also, as part of the close-out documentation for Substantial Completion, the Subcontractor shall execute and submit a completed “Warranty Form” in the format included in Exhibit J, for the Work, and any portion of the Work possessed. The Warranty Form shall be submitted prior to Substantial Completion or within five (5) days of the occupancy or use of a portion of the Project, whichever is applicable.

15.2.3 Prior to the expiration of the work correction period, Contractor reserves the right to hold a meeting and require the attendance of the Subcontractor. The purpose of the meeting is to review warranties, bonds, and maintenance requirements, and determine required repair or replacement of defective items.
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15.3 Updated Information. The Subcontractor shall direct all of its equipment suppliers and/or manufacturers to promptly provide to it and to Contractor any and all information concerning product defects or other problems and shall promptly forward to Contractor any such information received, whether before, during, or after the warranty period.

16. DOCUMENT RETENTION & EXAMINATION

16.1 Records. The Subcontractor will keep full and detailed accounts and exercise controls as may be necessary for proper financial management under this Subcontract. The Contractor and Concessionaire will have the right during normal business hours to audit and copy the Subcontractor’s documents related to this Project including, but not limited to, records, books, estimates, correspondence, instructions, drawings, receipts and invoices for materials, supplies and equipment, temporary facilities, etc., contracts, purchase orders, vouchers, memorandums, Change Orders and all substantiating documentation, certified payroll, and bid documents in order to evaluate accuracy and completeness of Subcontractor’s billing. Should the audit disclose a material discrepancy from the payment applications or requirements of the Contract Documents, then in addition to repaying Contractor all sums due and owing, Subcontractor will pay 8% annual interest computed monthly from the date of the overpayment. Subcontractor agrees to remit payment of all monies due and owing no later than 30 Days after receipt of notice or, at Contractor election, Contractor may deduct the sums against any monies due to Subcontractor. The Subcontractor will preserve all Project records for a period of at least 10 years after final payment or termination, or for such longer period as may be required by law. The Subcontractor will incorporate Article 16 auditing provisions into all its subcontracts for the Project and require its subcontractors to keep detailed and accurate accounting records for their portion of the Work for a period of at least 10 years.

17. DISPUTE RESOLUTION PROCEDURE

17.1 General. “Disputes” are disputes, claims, or other matters in question between the Subcontractor and the Contractor arising out of or connected to this Project, including breach of contract. All Disputes will be resolved as provided in this Article 17, which article will survive Final Completion of the Project or termination of this Subcontract.

17.2 Notice and Informal Resolution. Either party may initiate the dispute resolution procedures stated in this Article by providing the other party with written notice of a potential Dispute which specifies in reasonable detail the basis of the Dispute and the remedy sought. The Subcontractor must give notice of a potential Dispute to the Contractor within 14 Days following the occurrence of the event or condition or circumstance giving rise to the potential Dispute or else all claims related to the Dispute are waived. Under no circumstances will a claim be made if it is barred by applicable statutes of limitation or repose. The authorized representatives of the parties will meet within seven (7) Days of receipt of a notice of potential Dispute and make good faith efforts to resolve it.

17.3 Senior Executive Meeting. If the authorized representatives of the parties are unable to resolve the Dispute, either party may request a meeting of senior executives of each party for the purpose of resolving the Dispute. Each party’s senior executive will review the 453
Dispute in detail and then meet face-to-face to discuss and use good faith efforts to resolve the matter (“Senior Executive Meeting”). The Senior Executive Meeting will occur no later than 14 Days after the request made by a party for the meeting, unless the parties agree upon a longer period of time.

The parties will promptly designate a senior executive for purposes of this section. Any party may, if necessary, designate by notice a different senior executive at any time during the course of the Project. The Senior Executive Meeting will be for the express purposes of (a) exchanging and reviewing all pertinent non-privileged documents and information relating to the matters and issues in the Dispute; (b) freely and candidly discussing each party’s position; and (c) reaching agreement upon a reasonable, compromise resolution of the Dispute. If a negotiated settlement is reached, the terms of the settlement will be recorded in a written Change Order (prior to Final Completion) or a written settlement agreement (after Final Completion) signed by the parties.

17.4 Binding Arbitration. If the senior executives cannot resolve the Dispute as set forth above, the matter must be resolved through arbitration in accordance with the following arbitration procedures:

17.4.1 Joinder. The Prime Contract requires binding arbitration of disputes arising under it that are not informally resolved. Each of Contractor and Subcontractor consent to the joinder of any other parties, including Concessionaire, Authority or City, to the arbitration if the Disputes under this Subcontract and claims of other parties arise from the same, substantially the same, or interrelated facts, issues or incidents, or where separate arbitration of disputes creates risk of inconsistent awards or results. The Subcontractor has no right to join in proceedings between the Contractor and the Concessionaire unless the Contractor consents to the joinder.

17.4.2 Location. The arbitration shall take place at Los Angeles, California, or at such other location as the Contractor and Subcontractor may agree, unless the Dispute is being arbitrated as a part of a larger arbitration under the Prime Contract, in which case the arbitration of the Dispute will be at the location of the arbitration proceeding under the Prime Contract. The arbitration of the Dispute will be in accordance with the terms of this Section

17.4 and the Arbitration Rules.

17.4.3 Arbitration Notice. Upon the occurrence of a Dispute, and failure of the parties to resolve the dispute through the informal processes described above, either party may initiate the arbitration process by giving written notice to the other parties (“Arbitration Notice”) or as set forth in the Arbitration Rules.

17.4.4 Appointment of Arbitrator. Within 30 days of the Arbitration Notice, the Contractor and Subcontractor will agree upon the appointment of a single mutually approved arbitrator. The arbitrator shall be a retired judge from the California Superior Court or a retired judge or magistrate judge from the United States District Court for the Southern District of California. Such retired judge may be, but is not required to be, affiliated with a private dispute resolution service such as the American Arbitration Association or JAMS. No party to the proceeding may propose a retired judge who previously served in a judicial post in San Bernardino County, California. If the Contractor and Subcontractor are the only parties to the 454
arbitration and are unable to agree upon a single arbitrator within the 30-day period, then the Contractor and Subcontractor will each designate an arbitrator, and the arbitrators so designated by the Contractor and Subcontractor will, within 15 additional days, agree upon a third independent arbitrator. If the Dispute is being resolved under joinder to an arbitration under the Prime Contract, then the arbitrator(s) will be the arbitrator(s) selected pursuant to the Prime Contract. The parties shall mutually cooperate to retain the arbitrator(s) upon terms and conditions mutually satisfactory to the parties as soon as practicable after selection of the arbitrator(s).

17.4.5 Fees. The fees of the arbitrator(s) will be split equally among the parties unless the arbitrator(s) award(s) fees to the prevailing party as set forth in Section

17.4.7. 17.4.6 Discovery. For a period of 90 days following the appointment of the arbitrator(s) (or such longer period as the parties may mutually agree or the arbitrator(s) may direct), the parties to the arbitration will have the right to engage in discovery relevant to the matters in dispute pursuant to the discovery rules of the California Code of Civil Procedure.

17.4.7 Arbitration Rules. The arbitrator(s) will decide disputes pursuant to the Arbitration Rules in force at the time of the arbitration. The arbitrator(s) will be required to make a final determination, not subject to appeal, within 120 days from the designation of the arbitrator(s), and the parties to the arbitration will be bound by the terms of the final determination. The determination by the arbitrator(s) will be made in writing and will contain written findings of fact, and may be specifically enforced by a court of competent jurisdiction.

The arbitrator(s) will determine a fair and equitable allocation of the reasonable expenses of the parties involved in the arbitration that are incurred in connection with the resolution of any dispute hereunder. Each party to the arbitration will bear its own attorney’s fees, unless the arbitrator(s) determines that the nature of the action or defense of the losing party was frivolous, in which event the arbitrator will determine a fair and equitable attorney’s fee to be paid by the losing party or parties to the prevailing party or parties.

17.4.8 Independence. The arbitrator(s) will retain independence of all parties to the arbitration, and no party shall engage or attempt to engage the services of the arbitrator(s) for any other purpose without prior written notice to the other parties.

17.5 Continuation of Work. Subcontractor must diligently continue to prosecute its Work, including Work that is disputed between Contractor and Subcontractor, and Contractor must continue to make all undisputed payments to Subcontractor, regardless of the existence of a Dispute or the pendency of dispute resolution proceedings between Subcontractor and Contractor.

17.6 Pass-through to Subcontractors. The Subcontractor will cause the provisions of this Article 17 to be incorporated in the subcontracts with subcontractors of any tier.

18. TERMINATION

18.1 Contractor for Cause. The Contractor may terminate this Subcontract upon not less than seven (7) Days written notice and an additional seven (7) Days to commence curing if the Subcontractor is in material breach of any term or provision of this Subcontract. The notice 455
will set forth the reason for termination and the effective date of termination after the period to cure. If the Contractor terminates this Subcontract for cause, the Subcontractor will not be entitled to any further payments until Final Completion of the Project. The Subcontractor will be entitled to payment for Work rendered through the effective date of termination upon Final Completion of the Project, less any amounts the Contractor expended for others to perform the Work set forth in this Subcontract or paid under other contracts as a result of the Subcontractor’s breach. Nothing stated in this paragraph will prevent the Contractor from pursuing and recovering any damages allowed by law from Subcontractor arising out of the breach of this Subcontract. If a duly appointed arbitrator deems that termination of the Subcontractor was wrongful or otherwise improper, the termination will be deemed a termination for convenience under Section 18.2.

18.2 Termination By Contractor For Convenience. The Contractor may terminate this Subcontract for convenience upon seven (7) Days written notice at any time. The notice will state the extent and effective date of termination. The Subcontractor will be entitled to receive
(i) payment for all Work properly completed through the effective date of termination; (ii) the reasonable cost incurred by Subcontractor in securing and protecting the Work in progress against loss, damage, or deterioration; and (iii) no more than two (2) weeks of demobilization costs, plus any cancellation charges of suppliers, and other special costs approved by Contractor in advance. Subcontractor will not be entitled to receive compensation for the portion of the Work not performed or any lost profits. All disputes over termination will be resolved under Article 17.

18.3 Termination by Subcontractor for Cause. The Subcontractor may terminate this Subcontract upon 15 Days written notice and an additional 15 Days opportunity to cure, if the Contractor fails to make payment to the Subcontractor in accordance with this Subcontract or if the Project is suspended and all labor is ceased for more than 60 days provided that the suspension was not caused or due to any fault or neglect of the Subcontractor or those for whom it is responsible. The Subcontractor will be compensated for Work performed through the effective date of termination.

19. MISCELLANEOUS PROVISIONS

19.1 Governing Law. This Subcontract will be governed and construed in accordance with the laws of the State of California without regard to the principles of the conflict of laws.

Both parties agree that any enforcement of a judgment or alternative dispute award will be filed with the appropriate court of law in San Bernardino County.

19.2 Notice. Any notice required to be given by this Subcontract will be in writing and deemed effective upon: (a) the date of personal delivery, if received by the addressee before 5:00 p.m. local time on a business day; (b) three (3) business days after being sent via registered or certified mail with a return receipt requested; or (c) one (1) business day after being sent by overnight commercial courier providing next-business-day delivery. Notices will be addressed to the following respective parties:
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Contractor:

Chandrasekar Venkatraman
Veolia Water West Operating Services,
Inc.
437 N Riverside Ave Rialto, CA
92376
Subcontractor:

19.3 Effective Date. The Effective Date set forth above is the date as to which all Contract Documents have reference for purposes of coordination of their meaning and effect.

Any Work commenced and any payments made pursuant to an award or letter of intent prior to the execution hereof will be deemed to have been done and paid after the Effective Date and governed by the terms of the Contract Documents.

19.4 Survival. The warranty, liability, indemnity, insurance, audit, and ownership of Work Product/Intellectual Property provisions of this Subcontract, along with the provisions of this Article 19, shall survive its termination or final settlement. The provisions of this Subcontract relating to bonds, termination and settlement of disputes and claims shall survive its termination, but not its final settlement.

19.5 Remedies. The remedies reserved for Contractor herein shall be cumulative and additional to any other or further remedies provided in law or equity.

19.6 Severability. The terms and conditions of this Subcontract will be interpreted in accordance with their plain meaning, and not strictly for or against either party. Any rule of construction or interpretation to the contrary will be of no force or effect with respect to this Subcontract. If a duly appointed arbitrator finds any term or provision of this Subcontract to be void or unenforceable for any reason, such term or provision will be deemed severed, and the remainder of the Subcontract will remain in full force and effect according to its terms and provisions, to the maximum extent permitted by law.

19.7 Commencement of Statute of Limitations. Causes of action between the parties to this Subcontract pertaining to acts or failures to act will be deemed to have accrued and the applicable statutes of limitations will commence to run not later than either the date of Substantial Completion for the Project, or the date of a recorded notice of completion, whichever is later.

19.8 Waiver. No action or failure to act by the Contractor or Subcontractor waives any right or duty afforded them under this Subcontract, nor will such action or failure to act constitute approval of or acquiescence in a breach of this Subcontract, unless specifically agreed to in writing.

19.9 Assignment of Contract. The Contractor and Subcontractor, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Subcontract and to the partners, successors, assigns and legal representatives of the other party with respect to all covenants of this Subcontract. The Subcontractor may not assign this Subcontract without the written consent of the Contractor, and any unconsented assignment is 457
void. This Subcontract may be assigned, without the consent of Subcontractor, to the Concessionaire or an assignee or designee of the Concessionaire including the City, Authority or an assignee or designee of the Secured Parties if the Prime Contract is terminated, contingent upon the Contractor, Concessionaire, or such assignee or designee providing written notice to Subcontractor that the Concessionaire or such assignee or designee is taking this Subcontract by assignment.

19.10 Confidentiality and Non-Disclosure. During the performance of the Work, and for 10 years after Final Completion, Subcontractor shall not release information regarding the Work, except for information that is in the public domain, to any person. Noncompliance by the Subcontractor or others under the control or direction of the Subcontractor with this obligation shall be sufficient cause for Contractor immediately to terminate this Subcontract for cause without prior written notice, and shall entitle Contractor to injunctive and other relief from a court of competent jurisdiction. In addition, Subcontractor agrees to comply with any more restrictive confidentiality requirements imposed by Concessionaire in the Prime Contract.

Subcontractor acknowledges that certain information disclosed by Subcontractor and in possession of Contractor, Concessionaire, Authority or City may be subject to disclosure under the Public Records Act (California Government Code Section 6250 et seq.).

19.11 Modifications. All modifications to the terms and conditions set forth in this Subcontract must be in writing and signed by an authorized representative of each party.

19.12 Counterparts. This Subcontract may be executed in counterparts, each of which will be deemed an original, and all of which when taken together will constitute one instrument.

19.13 Section Headings. The section headings contained in this Subcontract are for reference purposes only and will not in any way affect the meaning or interpretation of this Subcontract.

19.14 Time is of the Essence. Time is of the essence with respect to each and every provision of the Contract Documents.

19.15 Legal Citations. Legal citations to statutory requirements are included in the Subcontract and the General Conditions to the Subcontract for convenience and an omission of any statutory requirement will not relieve the Subcontractor or its subcontractors from compliance with the law.

19.16 State Licensing Requirements. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS’ STATE

LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS

AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR (4) YEARS OF THE DATE OF THE ALLEGED VIOLATION. A COMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN 10 YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS’ STATE LICENSE BOARD, P.O. BOX 26000, SACRAMENTO, CA 95826.
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19.17 Entire Agreement. The Subcontract and Contract Documents constitute the entire agreement between the Contractor and the Subcontractor and supersede any and all contemporaneous or prior oral and written negotiations, representations, or agreements by the parties with respect to the subject matter of this Subcontract.

This Subcontract is entered into as of the Effective Date first written above.

Contractor Subcontractor
Veolia Water West Operating Services, Inc. [NAME]
By: By:_
Name: Name:

Title: Title:

Subcontractor License No.

Date: __________________
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EXHIBIT A

DEFINITIONS

1. DEFINED TERMS

1.1 “Applicable Law” means any federal, State, local (or other political subdivision) constitution, statute, law, rule, code, regulation, consent decree, consent order, consent agreement, permit, Governmental Approval, any determination or order entered, promulgated or approved by any Governmental Agency having jurisdiction, any common law or principle of common law applicable to, as the case may be, any of the Work, Project, parties, activities, requirements or obligations of the parties under the Subcontract.

1.2 “Arbitration Rules” means California Code of Civil Procedure, section 1280 et seq., as may be amended by the California State Legislature.

1.3 “Authority” means the Rialto Utility Authority, a California joint powers authority.

1.4 “Authority-Directed Change” means changes to the Project scope illustrated in the Construction Documents.

1.5 “Change of Law” means any of the following events occurring after the Effective Date:

1.5.1 the adoption, modification or repeal, or change in interpretation or application, of any Applicable Law; or

1.5.2 the modification, change in interpretation or application, or imposition of any material conditions, restrictions or limitations in any Governmental Approval, which imposes limitations, additional costs or burdens with respect to Subcontractor’s obligations under this Subcontract.

1.6 “Change Order” is a mutually agreed written order amending the Contract Time, Contract Price or other contract terms. All Change Orders will be executed by the Subcontractor and Contractor.

1.7 “City” means the City of Rialto, California.

1.8 “Construction Documents” means the permitted plans, specifications, calculations (if required) and other technical documents and reports describing the Work and listed in Exhibit B as the Construction Documents.

1.9 “Contract Documents” are those documents set forth in Article 3 of the Subcontract and all subsequent contract modifications issued after execution of the Subcontract such as Change Orders.
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1.10 “Contractor” means Veolia Water West Operating Services, Inc.

1.11 “Contract Price” is the lump sum price set forth in Section 7.1 of the Subcontract for completing all Work in strict accordance with the Contract Documents, subject to adjustments through approved Change Order.

1.12 “Contract Time” is the period of time allotted under the Project Schedule set forth in Exhibit E for the Subcontractor to achieve Substantial Completion.

1.13 The word “delay” means any and every delay, obstruction, hindrance, interference, loss of productivity, or inefficiency of any kind.

1.14 “Design Change” means any change in the Construction Documents that materially affects Subcontractor’s performance of the Work.

1.15 “Direct Costs” is defined in Section 9.2 of the Subcontract.

1.16 “Effective Date” means the date agreed upon by the Subcontractor and Contractor for the effectiveness of the Subcontract, which is set forth on page 1 of the Subcontract.

1.17 “Environmental Condition” means the presence of any Regulated Substance on or at the Project site or any other location included in the sewage collection system or water delivery system, including the presence in surface water, groundwater, soils, or subsurface strata, or the migration of such a Regulated Substance from the Project site.

1.18 “Excluded Approvals” means those permits and approvals listed in Exhibit F.

1.19 “Final Completion” occurs on the date when Subcontractor has completed all Work in accordance with the Contract Documents; all final punch list items have been completed and accepted by the Contractor; the Project has been commissioned in accordance with the written testing and commissioning procedures; all close-out documentation required under the Construction Documents have been transmitted to the Contractor; a certificate of occupancy, if applicable, has been issued by the Governmental Agency having jurisdiction over construction of the Project; and confirmation of achievement of Final Completion from the Independent Engineer (if required) has been received.

1.20 “Financing Party” means any Person that provides debt or equity financing to Concessionaire, including conduit issuers, financial institutions, bondholders, financial insurers, and hedge providers, or any agent or trustee acting on behalf of such Person (including the bond trustee acting on behalf of the bondholders), or that is from time to time a party to, or has rights under, any Financing Document.

1.21 “Financing Document” means any loan agreement, trust agreement, credit agreement, continuing disclosure undertaking, tax agreement, pledge agreement, security agreement or other financing agreement or arrangement that Concessionaire may enter into in connection with the Concessionaire financing or additional Concessionaire financing (whether by means of loans, financial insurance, letters of credit, guarantees, or any other means), any 461
bond documents, the trust agreement or the depositary agreement and any hedging agreement and, in each case, the security agreements execute in connection therewith.

1.22 “General Conditions” means the general conditions attached to this Subcontract as Exhibit H. The Subcontractor will have those obligations described of subcontractors in the General Conditions to the extent applicable to the scope of this Subcontract.

1.23 “General Conditions Costs” means those costs described in Section 9.3 of the Subcontract.

1.24 “Governmental Agency” means any legislative, executive, judicial, or administrative department, board, commission, court, agency or other instrumentality of the Federal, State or local government, including a joint powers agency formed by two (2) or more of the foregoing.

1.25 “Governmental Approval” means any permit, license, approval, consent or other authorization which is required under Applicable Law for the Work or for the performance of any of the obligations under this Subcontract.

1.26 “Indemnified Party” includes Contractor, Concessionaire, City, Authority, Trustee and each Financing Party (including Secured Parties) and their respective officers, agents, directors, partners, members, employees, affiliates, parents and subsidiaries.

1.27 “Independent Engineer” means any independent third party engineer appointed pursuant to the Prime Contract to fill the role of Independent Engineer under the Prime Contract.

1.28 “Intellectual Property” means any patents, copyrights, trade secrets, licensed software, proprietary technology or systems, or other intellectual property right owned or licensed in accordance with Applicable Law.

1.29 “Interim Project Schedule” is a detailed work plan created by the Contractor to provide a three-week look ahead of upcoming work by Project contractors as well as documentation of Project work completed three weeks prior.

1.30 “Interim Work Directive” means a written directive issued by the Contractor authorizing the Subcontractor to proceed with a modification to the scope of Work. The Interim Work Directive is not a Change Order and will only be assembled and issued when there is not adequate time to process a Change Order prior to proceeding with revisions to the scope of the Work or where there is disagreement as to whether an item is included scope. The Subcontractor is responsible for providing rough order of magnitude pricing to the Contractor for use in assembling the Interim Work Directive.

1.31 “Monthly Project Schedule Updates” is a monthly schedule created by the Contractor incorporating the activities and schedule updates of the contractors on the Project.

1.32 “Overhead and Profit” is the amount included in the Contract Price for all costs associated with those categories of items set forth in Section 9.4 of the Subcontract and all profit 462
associated with performance of the Work, as well as the percentage set forth in Section 10.6.1 as the mark-up for any Change Order Work.

1.33 “Permitted Delay” means a delay qualifying for an extension of the date for Substantial Completion under Section 8.4 of the Subcontract.

1.34 “Person” means any natural person, corporation, limited liability company, partnership, firm, association, Governmental Agency or any other entity whether acting in an individual, fiduciary or other capacity.

1.35 “Prime Contract” means the Operations and Maintenance Subcontract made as of November 29, 2012 between Concessionaire and Contractor and the executed Final Work Authorization for the Project.

1.36 “Project” means the project described by the Construction Documents set forth in Exhibit B.

1.37 “Project Schedule” means the schedule included in the Subcontract as Exhibit E, as adjusted per the Subcontract.

1.38 “Prudent Industry Practices” means those methods, techniques, standards and practices which, at the time they are employed and in light of the circumstances at the time, are generally accepted as reasonably prudent in the wastewater treatment and collection or drinking water distribution industry or recycled water delivery industry as practiced in the Western United States and particularly in California for water and wastewater facilities of a similar size and used for similar purpose as the Project. Prudent Industry Practices is not necessarily defined as the optimal methods, techniques, standards or practices to the exclusion of others, but rather to refer to a range of methods, techniques, standards and practices that are reasonable under the circumstances.

1.39 “Record Documents” are described in Section 5.23 of the Subcontract.

1.40 “Regulated Substances” means any pollutant, contaminant, substance, hazardous substance, hazardous material, toxic substance, toxic pollutant, solid waste, municipal waste, industrial waste, or hazardous waste, petroleum or petroleum-derived substance, asbestos, or polychlorinated biphenyls, that is defined as such in, is subject to regulation under, or may form the basis for any requirement for investigation or remediation under, any Applicable Law.

1.41 “Secured Parties” means the bond trustee, in its capacity as trustee under the bond indenture; the bondholders and any other agents acting on behalf of the bondholders under the bond documents, including any depository bank, collateral agent and the Trustee; and the holders of any water authority parity debt or wastewater authority parity debt and any other agents acting on behalf of such holders, including any depositary bank, collateral agent or trustee.

1.42 “Separate Contractors” means, as applicable, another subcontractor of Contractor, a separate contractor of the Authority, City, Concessionaire, or any subcontractors of any of the foregoing to the extent they are doing work on or adjacent to the Project site. 463

1.43 “Subcontractor” is defined on page 1 of the Subcontract.

1.44 “Substantial Completion” means the date when (1) the Project is sufficiently complete according to the Construction Documents, Contract Documents and the written testing and commissioning procedures to allow the Contractor to utilize the Project for its intended purpose and for the Contractor to begin training staff in the Project’s operation; (2) the Independent Engineer (if required) and Governmental Agency with jurisdiction has provided all necessary sign-offs and approvals for the use or occupancy of the Project.

1.45 “Substantial Completion Date” is the date shown in the approved Project Schedule as the milestone for Substantial Completion.

1.46 “Trustee” means Union Bank, N.A., as trustee under that certain Trust Agreement, dated as of November 29, 2012, by and among Rialto Water Services, LLC, Rialto Utility Authority, City of Rialto and the Trustee, and its successors and assigns thereunder.

1.47 “Uncontrollable Circumstance” means any act, event, condition or circumstance beyond the reasonable control of the Subcontractor, its tier subcontractors or anyone performing a portion of the Work on Subcontractor’s behalf or at Subcontractor’s direction under this Subcontract which prevents, delays or otherwise adversely affects the ability of the Subcontractor to perform its Work. Such acts, events, conditions or circumstances include, but are not limited to, Change of Law; labor disputes such as strikes, lockouts that cannot be resolved by Subcontractor through use of a dual gate, or other labor disturbances; earthquake, flood, hurricanes, or other natural disaster and acts of God; war, terrorism, or civil insurrection; any failure or delay in obtaining any Governmental Approval beyond Subcontractor’s or its tier subcontractors’ control and that was not due to any negligent act or omission in their respective performance of the Work; any failure, delay or interference by a third party (other than City, Authority, Concessionaire or Contractor); or issuance of a temporary restraining order or other form of injunction that prohibits prosecution of a material portion of Subcontractor’s obligations under this Subcontract.

1.48 “Unknown Site Conditions” means the discovery of (i) historical, archaeological or cultural finds; (ii) rare, endangered or threatened species; (iii) Regulated Substances; (iv) underground obstructions or underground utilities; (v) geotechnical or soils issues; or (vi) unknown features or conditions with respect to the Project site which were either unknown by Subcontractor or could not have been discovered by a reasonably prudent California state licensed contractor through diligent review of all documentation disclosed relevant to the Project and Subcontractor’s site investigation performed prior to the Effective Date.

1.49 “Work” or “construction work” means all labor, materials, services, equipment, supplies, tools, and appurtenances necessary for the proper completion of the construction work described in Exhibit B, and all of Subcontractor’s obligations under this Subcontract. 464

EXHIBIT B

CONSTRUCTION DOCUMENTS
Sycamore Ave Sewer Trunk Line Project Plans and Specifications are included as attachments to this Request for Proposal.
465

EXHIBIT C
CONTRACT PRICE BREAKDOWN; BILLING RATES
Please see attached Contractor proposal for price breakdown. 466

EXHIBIT D

SCOPE OF WORK
Please find the referenced project Drawings, City of Rialto Standard Specifications and associated documents herein.

The Work consists of but not limited to potholing for locating utilities, the installation of approximately 5,200LF of new 15-inch sewer trunk line, installation of fourteen (14) manholes, and paving restoration within the project limits. The project is being executed ahead of the City Engineering Department’s planned paving restoration project.

The project scope includes, but is not limited to the following:

1. Potholing existing utilities.

2. Purchase and Installation of approximately 5,200 LF of 15-inch PVC sanitary sewer pipe within project limits.

3. Purchase and Installation of 48-inch and 60-inch sewer manholes, complete, per Contract Documents.

4. Dewatering.

5. Sheeting, shoring, and bracing.

6. Subcontractor shall complete and submit a post construction CCTV of the new sewer main, complete.

7. Subcontractor shall be responsible for installing and maintaining permanent pavement (hot mix) during and after the work is complete .

8. Restoration and repair of existing pavement systems, and surface improvements affected by the Work, and incidentals for complete and usable sewer system.

9. Replacement of traffic loops and restoration of striping, bike lanes, cross walks, and RRPM’s within the project limits.

10. Subcontractor shall be responsible for preparing and obtaining approvals on engineered Traffic Control Plans, implementing traffic control throughout the duration of the work.

11. Subcontractor shall be responsible for obtaining no fee encroachment permit from the City of Rialto.

12. Subcontractor shall be responsible for coordinating sequence of work and schedule with Veolia Project Management.

13. Subcontractor shall be responsible to field fit pipes and appurtenances as required.

14. Subcontractor shall achieve minimum 90% compaction of the temporary pavement up to 1 ft below the surface.

15. Subcontractor shall be responsible for pressure testing.

16. Subcontractor shall engage the services of a Geotechnical consultant to provide compaction testing of all backfill and pavement. Subcontractor shall notify Veolia at least 48 hours in advance of any paving activity.

Except as specifically noted otherwise, provide and pay for:

1. Insurance and bonds.

2. Labor, materials, and equipment.
467

3. Tools, equipment, and machinery required for construction.

4. Utilities required for construction.

5. Temporary facilities including: traffic control, dewatering, sheeting, shoring, and bracing; bypass pumping, worker sanitary facilities, and dust control measures.

6. Other facilities and services necessary for the proper execution and completion of the work.

See attached Bid Schedule, Specifications, and Plans.

EXHIBIT E

PROJECT SCHEDULE
Bidder shall provide a project schedule which shall reflect the progress that the contractor can make to the best of the contractor's ability. The project has to be completed no later than September 30, 2026.

The period for active construction near the school campus is strictly defined as June 8, 2026, through August 7, 2026.

The Contractor's proposed project schedule must demonstrate a detailed, achievable plan that confines all major disruptive work to this 45-day window. The schedule must account for potential delays (e.g., weather, unforeseen site conditions) and include contingency measures to guarantee adherence to the August 7, 2026, completion deadline for all underground work. Failure to complete this critical phase within the specified timeframe will result in significant penalties and may lead to the suspension of work until the next school holiday period. The project's overall completion timeline will be heavily weighted on the successful, timely execution of this summer construction phase.
468

EXHIBIT F

EXCLUDED APPROVALS

1. Excluded Approvals
The Subcontractor is not required to obtain the following permits and approvals:

1.1 Any notification, approval, certification, environmental assessment, finding of no significant impact, or environmental impact report or equivalent required under the National Environmental Policy Act, 42 U.S.C. §4321 et seq. and CEQA, and the regulations adopted pursuant thereto;

1.2 Any regulatory permits for the operation of the water or wastewater treatment facility, as applicable; or

1.3 Any City zoning or land use approvals.
469

EXHIBIT G

INSURANCE

1. General. Subcontractor will procure and maintain all insurance required by this Exhibit with limits in accordance with Schedule R.9 to the Prime Contract with companies satisfactory to Contractor and Concessionaire. Certificates evidencing such insurance and, upon request of either Contractor or Concessionaire, copies of the insurance policies and endorsements will be promptly delivered to Contractor. The policies will provide that there will be no cancellation or material modification of coverage without 30 days (except for 10 days for non-payment of premiums) prior written notice to Contractor and Concessionaire. Evidence that the required insurance is currently in force is a condition precedent to Contractor’s obligation to pay the Subcontractor.

2. Types of Required Insurance. Subcontractor will maintain the following coverages:

2.1 Workers Compensation; Employer’s Liability. Workers compensation insurance and occupational disease insurance as required by law and employer’s liability insurance with statutory minimum limits, covering all work places involved in this Subcontract. If applicable, Subcontractor will furnish a certificate of permission to self-insure under the workers’ compensation and employers’ liability insurance statutes of California. The workers compensation policy will be endorsed to include coverage for USL&H benefits if Subcontractor’s employees work in or about navigable waterways.

2.1.1 Subcontractor and its consultants and subcontractors each waive any and all rights of recovery against Contractor, City, Authority, and Concessionaire for all losses or damages pertaining to the insurance required under this Section 2.1, if such loss or damage is covered by any other insurance policy in force (whether or not described in this Subcontract) or required to be in force at the time of the loss or damage.

2.2 Commercial General Liability. Commercial general liability insurance written on the occurrence basis on ISO form CG 00 01 12 04 or an equivalent form, with limits of not less than [$1,000,000] per occurrence and in the annual project aggregate. Modified Occurrence form is not acceptable. The insurance will cover all operations of Subcontractor, including but not limited to: (i) premises, operations and mobile equipment liability; (ii) completed operations and products liability; (iii) contractual liability coverage including the tort liability of another assumed in a business contract; (iv) explosion, collapse, and underground property damage; (v) broad form property damage liability; and (vi) personal injury and advertising liability.

2.3 Automobile. Commercial automobile liability insurance coverage with limits not less than [$1,000,000] per accident for bodily injury and property damage combined. Coverage will be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or an equivalent form and will apply to any auto including owned, hired, and non-owned autos.

2.4 Excess/Umbrella Liability. Excess or umbrella liability coverage will apply over the employer’s liability, commercial general liability and automobile liability policies required 470
above and will be at least as broad as the underlying coverage, including but not limited to completed operations and contractual liability, with limits per occurrence and annual project aggregate as follows:

2.4.1 If Subcontractor’s scope includes any of the following items of Work, Subcontractor’s insurance limits will be [$9,000,000]:
● installation of pipe, mains, services and meters;
● demolition, excavation and foundations;
● masonry or concrete (other than for projects involving only exterior/interior renovation);
● steel and welding;
● hoisting and scaffolding;
● painting (tanks) and sandblasting;
● roofing and waterproofing;
● carpentry (other than for projects involving only exterior/interior renovation); ● electrical (other than for projects involving only exterior/interior renovation); ● HVAC, plumbing or mechanical (other than for projects involving only exterior/interior renovation);
● use of hazardous equipment including cranes and boom trucks; ● installation of large equipment such as boilers, pumps, HVAC units, etc. ● if the scope of Work is related to plant or distribution systems.

2.4.2 if Subcontractor’s scope does not include any of the items listed in Section

2.4.1 above, insurance limits will be [$4,000,000].

2.5 Property Insurance/Contractor’s Equipment. Subcontractor will insure its own property and equipment (owned, rented or borrowed) including but not limited to tools, materials, supplies, equipment, and temporary structures, including their contents except for such contents as are to be included in and remain a part of the permanent construction.

3. Subcontractor will require each of its subcontractors to procure and maintain during the life of the Project the same insurance coverages meeting the same requirements as those specified above for Subcontractor. Subcontractor will not allow any subcontractor to provide work in connection with the Project until that party has procured and provided evidence of the insurance specified herein.

4. City, Authority, Concessionaire, Contractor, Secured Parties and Separate Contractors as notified by the Concessionaire, and each of their respective officers, directors, employees and affiliates will be named as additional insured parties under the commercial general liability, automobile liability and umbrella/excess liability insurance policies with respect to the Work.

The additional insured endorsement on the commercial general liability policy will include both “ongoing operations” and liability arising from “your work/completed operations” (the 471
equivalent of ISO additional insured endorsement CG20-10-11-85).

5. Certificates of insurance will be provided/updated annually until one year after Substantial Completion.

6. All insurance coverage (except workers compensation) to be maintained and furnished by Subcontractor will be primary and non-contributory with respect to any insurance maintained by any additional insured.

7. Each policy of liability insurance will include a waiver of subrogation in favor of all additional insured parties and will be endorsed to recite the name of the Project and the location of the Project site. If the Subcontractor’s liability policies do not contain the standard ISO separation of insureds condition, or a substantially similar clause, they will be endorsed to provide cross-liability coverage.

8. Insurance coverage will be maintained by insurance companies that have a rating of at least A-VII in the most recent edition of A.M. Best’s Key Rating Guide and are otherwise satisfactory to the Contractor and Concessionaire. The Contractor and Concessionaire have the right to periodically review Subcontractor’s insurance policies and coverages and require changes to such policies to the extent that said insurance is relevant to this Subcontract. Any additional premiums or other associated costs for such changes will be at the Contractor’s expense unless the policy fails to comply with the requirements of this Exhibit, in which case the Subcontractor will bear such costs.

9. The Subcontractor will be responsible for any and all deductibles under all policies without adjustment to the Contract Price.

10. If the policies of insurance referred to in this Exhibit require an endorsement or consent of the insurance company to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed or obtain such consent.

11. Failure to maintain the required insurance is a material breach of contract. Also, if Subcontractor fails to maintain the insurance as set forth herein, Contractor will have the right, but not the obligation, to purchase said insurance at Subcontractor’s expense.

12. By requiring insurance herein, Contractor does not represent that coverage and limits will necessarily be adequate to protect Subcontractor and such coverage and limits will not be deemed as a limitation on Subcontractor’s liability under the indemnities granted in this contract.

13. Insurance form C G 20 12 will also be completed at the City’s request which shall include the following additional insured:
1) Rialto Water Services ("RWS, LLC")
437 North Riverside Avenue
Rialto CA 92376
2) Rialto Utility Authority, a California joint powers authority, ("RUA") 472
335 West Rialto Avenue
RIalto CA 92376
3) Union Bank, N.A.
350 California Street, 11th Floor
San Francisco, CA 94104
473

EXHIBIT H
SUBCONTRACTOR GENERAL CONDITIONS (SCHEDULE R.6 OF PRIME CONTRACT) The Subcontractor General Conditions (Schedule R.6 of the Prime Contract) are attached to this Exhibit H for convenience and are part of the Contract Documents. 474

EXHIBIT I

WAIVER & RELEASE FORMS
See attached.
475

CONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT
(CA CIVIL CODE §8132)
NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT’S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON

SHOULD NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT.

Identifying Information:

Name of Claimant: ___________________________
Customer: ___________________________
Job Location: ____________
Owner: _______________________________________________
Through Date:

Conditional Waiver and Release
This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant’s receipt of payment from the financial institution on which the following check is drawn:

Maker of Check:

Amount of Check: $
Check Payable to:

Exceptions
This document does not affect any of the following:
(1) Retentions;
(2) Extras for which the claimant has not received payment; (3) The following progress payments for which the claimant has previously given a conditional waiver and release but has not received payment:

Date(s) of waiver and release:

Amount(s) of unpaid progress payment(s): $
(4) Contract rights, including:
(A) a right based on rescission, abandonment, or breach of contract; and (B) the right to recover compensation for work not compensated by the payment.

SIGNATURE
Claimant’s
Signature:

Claimant’s Title:

Date of Signature:
476

UNCONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT
(CA CIVIL CODE §8134)
NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN, STOP

PAYMENT NOTICE, AND PAYMENT BOND RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID.

IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM.

Identifying Information:

Name of Claimant:

Name of Customer:

Job Location:

Owner:

Through Date:

Unconditional Waiver and Release
This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. The claimant has received the following progress payment:
$
Exceptions
This document does not affect any of the following:
(1) Retentions;
(2) Extras for which the claimant has not received payment; (3) Contract rights, including:
(A) a right based on rescission, abandonment, or breach of contract, and (B) the right to recover compensation for work not compensated by the payment.

SIGNATURE
Claimant’s
Signature:

Claimant’s
Title:

Date of
Signature:
477

CONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT
(CA CIVIL CODE §8136)
NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT’S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON

SHOULD NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT.

Identifying Information:

Name of Claimant:

Name of Customer:

Job Location:

Owner:

Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant’s receipt of payment from the financial institution on which the following check is drawn:

Maker of Check:

Amount of Check: $
Check Payable to:

Exceptions
This document does not affect any of the following:

Disputed claims for extras in the amount of: $

SIGNATURE
Claimant’s
Signature:

Claimant’s Title:

Date of
Signature:
478

UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT
(CA CIVIL CODE §8138)
NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN, STOP

IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM.

Identifying Information:

Name of Claimant:

Name of Customer:

Job Location:

Owner:

Exceptions
This document does not affect any of the following:

Disputed claims for extras in the amount of: $

SIGNATURE
Claimant’s
Signature:

Claimant’s
Title:

Date of
Signature:
479

EXHIBIT J

WARRANTY FORM
Sycamore Ave Sewer Trunk Line Project
Rialto, California
We hereby guarantee the Sycamore Ave Sewer Trunk Line Project that we have constructed for a period of one year from (Date) , which is the date of Substantial Completion of the Project or within such a longer period of time as may be prescribed by Applicable Law or by the terms of any applicable special guarantee or extended warranty required by the Contract Documents.

The following are excluded from the provisions of this
warranty:

We agree that if any of the equipment should fail due to any reason other than improper maintenance or improper operation, if any pipe or appurtenances should develop leakage, or if any settlement of fill or backfill occurs, or should any portion of the Work fail to fulfill any of the requirements of the Contract Documents, we will, within five (5) days after receipt of written notice of such defects, provide on-site troubleshooting services, and within 10 days after receipt of written notice, commence to repair or replace the same together with any other work which may be damaged or displaced in so doing.

In the event of our failure to comply with the above mentioned conditions or should the exigencies of the case require repairs or replacements to be made before we can be notified or respond to notification, we do hereby authorize Veolia Water West Operating Services, Inc. to proceed to have the defect repaired and made good at our expense, and we will pay the cost therefore upon demand. We acknowledge and agree that Rialto Water Services, LLC has an express right to enforce this warranty or to proceed to have the defect repaired and made good at our sole expense should Veolia Water West Operating Services, Inc. fail to timely do so.

The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by the Contract Documents and by Applicable Law.

Contractor:

Signed:

Title:

Date:
480
Subcontractor General Conditions
Schedule R.6
4734834.11
SCHEDULE R.6

SUBCONTRACTOR GENERAL CONDITIONS
O&M Subcontract
481
Subcontractor General Conditions
Schedule R.6

SUBCONTRACTOR GENERAL CONDITIONS
i
4734834.11
482

TABLE OF CONTENTS
Page
Subcontractor General Conditions i
Schedule R.6 4734834.11

1. WORKERS AND WORKERS COMPENSATION ...........................................................1

1.1 Strict Discipline and Good Order.........................................................................1

1.2 Removal of Persons................................................................................................1

1.3 Insurance Certification..........................................................................................1

2. CONSTRUCTION RELATED WORK ..............................................................................1

2.1 Employment Standards.........................................................................................1

2.2 Equipment and Machinery Procurement............................................................2

3. WORKERS RIGHTS AND LABOR NEUTRALITY........................................................2

3.1 Right to Organize...................................................................................................2

3.2 Labor Organization Representation ....................................................................2

3.3 Collective Bargaining.............................................................................................2

4. PREVAILING RATES OF WAGES...................................................................................3

4.1 Applicability of Laws.............................................................................................3

4.2 Subcontractor Compliance ...................................................................................3

4.3 Penalty for Paying Less Than Prevailing Wage..................................................3

4.4 Monitoring Tier Subcontractor Compliance.......................................................4

4.5 Penalty for Exceeding Maximum Hour Limits...................................................4

4.6 Posting of Rates......................................................................................................4

4.7 Notice Regarding Complaints...............................................................................4

4.8 Copy of Certain Labor Code Provisions..............................................................4

5. EMPLOYMENT OF APPRENTICES ..............................................................................12

5.1 Applicability of Laws...........................................................................................12

6. PAYROLL RECORDS......................................................................................................12

6.1 Maintenance .........................................................................................................12

6.2 Submission and Availability................................................................................12

6.3 Forms ....................................................................................................................13

6.4 Privacy ..................................................................................................................13

6.5 Compliance ...........................................................................................................13

7. REMOVAL, RELOCATION, OR PROTECTION OF EXISTING UTILITIES. ............13

7.1 Responsibility .......................................................................................................13

8. INSPECTION FEES FOR PERMANENT UTILITIES....................................................13

8.1 Fees........................................................................................................................13 483
Subcontractor General Conditions ii
Schedule R.6 4734834.11

9. SOILS INVESTIGATIONS ..............................................................................................14

9.1 Examination of Site..............................................................................................14

10. TRENCHING, SHORING AND UNKNOWN SITE CONDITIONS..............................14

10.1 Labor Code Compliance......................................................................................14

10.2 Excavations Deeper than 4’-0” ...........................................................................14

10.3 Unknown Site Conditions or Environmental Conditions ................................15

10.4 Adjustment ...........................................................................................................15

10.5 Dispute ..................................................................................................................15

11. SURVEYING ....................................................................................................................15

11.1 Field Engineering.................................................................................................15

12. DEMOLITION ..................................................................................................................15

12.1 Demolition Plan....................................................................................................15

12.2 Permits and Fees..................................................................................................17

13. ENVIRONMENTAL CONTROLS...................................................................................17

13.1 Water Control ......................................................................................................17

13.2 Pollution Control..................................................................................................17

13.3 Erosion Control....................................................................................................17

13.4 Traffic Control .....................................................................................................18

13.5 Air Pollution Control...........................................................................................18

13.6 Fire Protection Control .......................................................................................19

14. SAFETY ............................................................................................................................19

14.1 OSHA ....................................................................................................................19

14.2 Health and Safety Plan ........................................................................................19

14.3 Signs ......................................................................................................................19

14.4 Weekly Safety Meetings ......................................................................................19

14.5 Material Safety Data Sheets (“MSDS”).............................................................19

14.6 Safety Walks.........................................................................................................19

15. PROTECTION OF WORK AND PROPERTY ................................................................20

15.1 Safety and Protection...........................................................................................20

15.2 Requirements........................................................................................................20

15.3 Field Offices..........................................................................................................20

15.4 Temporary Protection .........................................................................................20

15.5 Damages to Materials and Equipment...............................................................21

15.6 Precautionary Measures......................................................................................21

15.7 Investigation and Reporting................................................................................21 484
Subcontractor General Conditions iii
Schedule R.6 4734834.11

16. TEMPORARY FACILITIES.............................................................................................21

16.1 Temporary Electricity .........................................................................................21

16.2 Temporary Communications..............................................................................21

16.3 Temporary Water ................................................................................................21

16.4 Temporary Fences ...............................................................................................21

16.5 Temporary Sanitary Facilities............................................................................21

16.6 Temporary Barriers and Enclosures .................................................................22

16.7 Construction Equipment and Aids.....................................................................22

16.8 Removal of Temporary Facilities and Equipment............................................22

17. QUALITY ASSURANCE AND QUALITY CONTROL.................................................22

17.1 Testing and Inspection.........................................................................................22

17.2 Permits, Licenses, and Certificates.....................................................................22

17.3 Quality Control Plan............................................................................................22

17.4 Manufacturer’s Field Services............................................................................23

17.5 Quality Control Reports......................................................................................23

17.6 Test and Inspection Logs.....................................................................................24

18. LAWS AND REGULATIONS..........................................................................................24

18.1 Notices...................................................................................................................24

18.2 Americans with Disabilities.................................................................................24

19. NOTICE OF THIRD-PARTY CLAIMS ...........................................................................24

19.1 Third-Party Claims..............................................................................................24

20. DRUG FREE WORKPLACE CERTIFICATION. ...........................................................25

20.1 Subcontractor’s Certification .............................................................................25

21. NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY .........................25

21.1 Non-Discrimination Policy ..................................................................................25

22. OWNERSHIP OF DESIGN DOCUMENTS.....................................................................26

22.1 Non-Exclusive, Irrevocable License ...................................................................26

22.2 Statutory Copyright.............................................................................................27

23. TRUTH IN NEGOTIATIONS/REPRESENTATIONS. ...................................................27

23.1 Employees. ............................................................................................................27

23.2 Contract Price. .....................................................................................................27

23.3 Gratuities. .............................................................................................................27 485
Subcontractor General Conditions iv
Schedule R.6 4734834.11

24. COMMUNICATIONS. .....................................................................................................28

24.1 Inquiries................................................................................................................28

24.2 Correspondence....................................................................................................28

25. CLEAN UP AND RECYCLING ......................................................................................28

25.1 Material Recycling...............................................................................................28

25.2 Cleaning Up..........................................................................................................28 486
Subcontractor General Conditions Page 1 of 28
Schedule R.6 4734834.11
SCHEDULE R.6

SUBCONTRACTOR GENERAL CONDITIONS
O&M Subcontract

1. WORKERS AND WORKERS COMPENSATION

1.1 Strict Discipline and Good Order. At all times, Subcontractor will enforce strict discipline and good order among its employees. Subcontractor will not employ any unfit person or anyone not skilled in the construction work assigned on the Project.

1.2 Removal of Persons. The Concessionaire or Contractor can request removal of any person in the employ of the Subcontractor whom Concessionaire or Contractor believes incompetent, improper, disruptive, or a hindrance to Subcontractor’s performance of its work. If the person is dismissed, he or she will not be re-employed to perform any portion of the work required under the Contract Documents without written approval of the Concessionaire and Contractor.

1.3 Insurance Certification. Subcontractor and its tier subcontractors and vendors are required to secure the payment of compensation of their respective employees in accordance with Labor Code section 3700. Before commencing any construction work on the Project, Subcontractor and each of its tier subcontractors and vendors will sign and file a certification with the Contractor and Concessionaire under Labor Code section 1861 stating the following:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the construction work on the Project.

2. CONSTRUCTION RELATED WORK

2.1 Employment Standards. Subcontractor and all tier subcontractors performing material construction work for the Project, including delivery to the job site of major construction materials, shall:

2.1.1 Be bound by and signatory to a collective bargaining agreement with a labor organization whose jurisdiction covers the type of work to be performed, who is an “Approved Building Trades Department Contractor or Subcontractor,” and whose collective bargaining agreement or other applicable documentation provides a mechanism for the expeditious resolution of jurisdictional disputes. For purposes of this section, “Approved Building Trades Department Contractor or Subcontractor” means a contractor or tier subcontractor who is signatory to a labor organization that is either currently affiliated with, or previously affiliated with as of January 1, 2001, the Building and Construction Trades Department of the AFL-CIO; and

2.1.2 Observe area standards for wages and other terms and conditions of employment, including fringe benefits.
487
Subcontractor General Conditions Page 2 of 28
Schedule R.6 4734834.11

2.2 Equipment and Machinery Procurement. Subcontractor and its tier subcontractors will seek to have a “best value” policy with respect to procurement of significant equipment or machinery (including fabrication) utilized in the Project. This best value approach will consider the quality assurance of union-built equipment and machinery.

3. WORKERS RIGHTS AND LABOR NEUTRALITY

3.1 Right to Organize. The Subcontractor and its tier subcontractors will honor the right of every worker to organize into a union of his or her choosing and remain neutral in any organizing efforts to ensure the exercise by employees and workers of their rights under Section 7 of the National Labor Relations Act, as well as to avoid picketing and other economic action against the employer. The Subcontractor and its tier subcontractors, as employers, will comply with the following policies:

3.1.1 Recognize that national labor law guarantees employees the right to form or select any labor organization to act as their exclusive representative for the purpose of collective bargaining with their employer;

3.1.2 Refrain from any action or statement that will directly or indirectly state or imply any opposition by the Subcontractor or its tier subcontractors, as employers, to the selection by any workers or employees of a collective bargaining agreement, or preference for or opposition to any particular union as a bargaining agent;

3.1.3 Provide access to workers and employees and union representatives to its non-public areas of the Project jobsites during non-working hours and on such other terms as the Subcontractor and its tier subcontractors, as employers, and the union representatives may reasonably agree for the purpose of organizing efforts; and

3.1.4 Upon request by union representatives, furnish a complete list of Subcontractor’s and its tier subcontractors’ employees and update that list periodically, as required by Applicable Law.

3.2 Labor Organization Representation. If a labor organization files a representation petition with the National Labor Relations Board seeking to represent employees of either the Subcontractor or its tier subcontractors at the Project site, the Subcontractor and its tier subcontractors will work in good faith to resolve any issues or other possible legal defects in the petition and set an election date that is within 30 days of the filing of the petition. If the employees freely vote by secret ballot to select a labor organization as their exclusive bargaining representative, the Subcontractor and its tier subcontractors will promptly recognize the labor organization and agree to meet for purposes of collective bargaining.

3.3 Collective Bargaining. If a labor organization is elected as the exclusive bargaining representative per Section 3.2, the Subcontractor and its tier subcontractors will be available for bargaining for no less than 15 weekdays in the first 120 calendar days after the certification of the representative issues by the National Labor Relations Board. If an agreement is not reached within the first 120 days after the certification has been issued, the Subcontractor 488
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and its tier subcontractors agree to engage in mediation using the services of the Federal Mediation and Conciliation Service.

4. PREVAILING RATES OF WAGES

4.1 Applicability of Laws. Pursuant to Government Code section 5956.8, the Project is subject to California State prevailing wages. Subcontractor and its tier subcontractors will comply with any applicable California prevailing wage laws commencing with Section 1720 of Part 7 of Division 2 of the Labor Code. The Subcontractor acknowledges and agrees that it has performed its own investigation as to the applicability of California prevailing wage laws under Government Code section 5956.8 and commencing with Labor Code section 1720 et seq., and that the following provisions only include a summary of the requirements for prevailing wages under the California Labor Code. Prior to the start of construction, Subcontractor will acknowledge in writing, and cause each of its tier subcontractors to acknowledge in writing, that the final pricing includes full compensation for all labor in compliance with California Labor Code and that no additional compensation will be owed to Subcontractor or its tier subcontractors in the event that Subcontractor or its tier subcontractors are required to pay higher wages or incur additional costs related to compliance.

4.2 Subcontractor Compliance. The Subcontractor is aware of the requirements of Labor Code sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Although the Project is being performed pursuant to a public private partnership under Government Code section 5956, et seq., Subcontractor acknowledges that it must fully comply with the Prevailing Wage Laws with respect to the Project. The Subcontractor will obtain a copy of the prevailing rates of per diem wages before commencement of Project construction from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at http://www.dir.ca.gov/OPRL/statistics_research.html. Subcontractor will make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to perform construction work on the Project to interested parties upon request, and will post copies at the Subcontractor’s principal place of business and at the Project site office. Subcontractor will defend, indemnify and hold the Contractor, Concessionaire, City and the Authority, and their respective elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of labor union disputes for failure by Subcontractor or any of its tier subcontractors to comply or allegedly fail to comply with the Prevailing Wage Laws.

4.3 Penalty for Paying Less Than Prevailing Wage. Under Labor Code section 1775, the Subcontractor and each of its tier subcontractors will forfeit as a penalty not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the stipulated prevailing wage rate for any construction work done by Subcontractor, or by its tier subcontractor, in violation of the provisions of the Labor Code. The difference between the stipulated prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the stipulated prevailing wage rate, will be paid to each worker by the Subcontractor or its tier subcontractor. 489
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4.4 Monitoring Tier Subcontractor Compliance. The Subcontractor will monitor the payment of the specified general prevailing rate of per diem wages by its tier subcontractors to their respective employees by periodic review of the certified payroll records of its tier subcontractors. Upon becoming aware of the failure of any of its tier subcontractors to pay its workers the specified prevailing wage rate, the Subcontractor will diligently take corrective action to halt or rectify the failure including, but not limited to, requesting that the Contractor retain sufficient funds due the tier subcontractor for construction work performed on the Project. As part of its application for final payment, the Subcontractor will cause each of its tier subcontractors to provide an affidavit signed under penalty of perjury that the tier subcontractor has paid the specified general prevailing rate of per diem wages to its employees and any amounts due under Section 1813.

4.5 Penalty for Exceeding Maximum Hour Limits. The Subcontractor or its tier subcontractors will, as a penalty to the state or political division on whose behalf the Prime Contract is made, forfeit twenty-five dollars ($25) for each worker employed in the execution of the construction work for each calendar day that the worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and 40 hours in any one (1) calendar week in violation of the provisions of Section 1813. Notwithstanding the provisions of sections 1810 to 1814, inclusive, of the Labor Code, or any stipulation inserted in the Contract Documents, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one (1) week, will be permitted upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay.

4.6 Posting of Rates. Contractor will post, at appropriate conspicuous points at the Project site(s), a schedule showing all determined general prevailing wage rates and all authorized deductions, if any, from unpaid wages actually earned.

4.7 Notice Regarding Complaints. The Division of Labor Standards Enforcement will notify the Subcontractor within 15 days of receipt of a complaint of the failure of any of its tier subcontractors to pay workers the general prevailing rate of per diem wages.

4.8 Copy of Certain Labor Code Provisions.

Section 1771. Except for public works projects of one thousand dollars ($1,000) or less, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the public work is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in this chapter, shall be paid to all workers employed on public works.

This section is applicable only to work performed under contract, and is not applicable to work carried out by a public agency with its own forces. This section is applicable to contracts let for maintenance work.
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Section 1775
(a) (1)The contractor and any subcontractor under the contractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates as determined by the director for the work or craft in which the worker is employed for any public work done under the contract by the contractor or, except as provided in subdivision (b), by any subcontractor under the contractor. (2) (A) The amount of the penalty shall be determined by the Labor Commissioner based on consideration of both of the following:
(i) Whether the failure of the contractor or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attention of the contractor or subcontractor. (ii) Whether the contractor or subcontractor has a prior record of failing to meet its prevailing wage obligations.
(B) (i) The penalty may not be less than forty dollars ($40) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, unless the failure of the contractor or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attention of the contractor or subcontractor.
(ii) The penalty may not be less than eighty dollars ($80) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the contractor or subcontractor has been assessed penalties within the previous three years for failing to meet its prevailing wage obligations on a separate contract, unless those penalties were subsequently withdrawn or overturned.
(iii) The penalty may not be less than one hundred twenty dollars ($120) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the Labor Commissioner determines that the violation was willful, as defined in subdivision (c) of Section 1777.1.
(C) If the amount due under this section is collected from the contractor or subcontractor, any outstanding wage claim under Chapter 1 (commencing with Section 1720) of Part 7 of Division 2 against that contractor or subcontractor shall be satisfied before applying that amount to the penalty imposed on that contractor or subcontractor pursuant to this section. (D) The determination of the Labor Commissioner as to the amount of the penalty shall be reviewable only for abuse of discretion. (E) 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 shall be paid to each worker by the contractor or subcontractor, and the 491
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body awarding the contract shall cause to be inserted in the contract a stipulation that this section will be complied with.
(b) If a worker employed by a subcontractor on a public works project is not paid the general prevailing rate of per diem wages by the subcontractor, the prime contractor of the project is not liable for any penalties under subdivision (a) unless the prime contractor had knowledge of that failure of the subcontractor to pay the specified prevailing rate of wages to those workers or unless the prime contractor fails to comply with all of the following requirements:
(1) The contract executed between the contractor and the subcontractor for the performance of work on the public works project shall include a copy of the provisions of this section and Sections 1771, 1776, 1777.5, 1813, and 1815. (2) The contractor shall monitor the payment of the specified general prevailing rate of per diem wages by the subcontractor to the employees, by periodic review of the certified payroll records of the subcontractor.
(3) Upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages, the contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for work performed on the public works project. (4) Prior to making final payment to the subcontractor for work performed on the public works project, the contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages to his or her employees on the public works project and any amounts due pursuant to Section 1813.
(c) The Division of Labor Standards Enforcement shall notify the contractor on a public works project within 15 days of the receipt by the Division of Labor Standards Enforcement of a complaint of the failure of a subcontractor on that public works project to pay workers the general prevailing rate of per diem wages.

Section 1776
(a) Each contractor and subcontractor shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
(1) The information contained in the payroll record is true and correct. (2) The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by his or her employees on the public works project. 492
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(b) The payroll records enumerated under subdivision (a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of the contractor on the following basis:
(1) A certified copy of an employee’s payroll record shall be made available for inspection or furnished to the employee or his or her authorized representative on request. (2) A certified copy of all payroll records enumerated in subdivision (a) shall be made available for inspection or furnished upon request to a representative of the body awarding the contract, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the Department of Industrial Relations. (3) A certified copy of all payroll records enumerated in subdivision (a) shall be made available upon request by the public for inspection or for copies thereof. However, a request by the public shall be made through either the body awarding the contract, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by the contractor, subcontractors, and the entity through which the request was made. The public may not be given access to the records at the principal office of the contractor. (c) The certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information as the forms provided by the division. The payroll records may consist of printouts of payroll data that are maintained as computer records, if the printouts contain the same information as the forms provided by the division and the printouts are verified in the manner specified in subdivision (a). (d) A contractor or subcontractor shall file a certified copy of the records enumerated in subdivision (a) with the entity that requested the records within 10 days after receipt of a written request.
(e) Except as provided in subdivision (f), any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the awarding body, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement shall be marked or obliterated to prevent disclosure of an individual’s name, address, and social security number. The name and address of the contractor awarded the contract or the subcontractor performing the contract shall not be marked or obliterated. Any copy of records made available for inspection by, or furnished to, a joint labor-management committee established pursuant to the federal Labor Management Cooperation Act of 1978 (29 U.S.C. Sec. 175a) shall be marked or obliterated only to prevent disclosure of an individual’s name and social security number. A joint labor management committee may maintain an action in a court of competent jurisdiction against an employer who fails to comply with Section 1774.

The court may award restitution to an employee for unpaid wages and may award the joint labor management committee reasonable attorney’s fees and costs incurred in maintaining the action.

An action under this subdivision may not be based on the employer’s misclassification of the craft of a worker on its certified payroll records. Nothing in this subdivision limits any other available remedies for a violation of this chapter.
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(f) (1) Notwithstanding any other provision of law, agencies that are included in the Joint Enforcement Strike Force on the Underground Economy established pursuant to Section 329 of the Unemployment Insurance Code and other law enforcement agencies investigating violations of law shall, upon request, be provided unredacted copies of certified payroll records. Any copies of records or certified payroll made available for inspection and furnished upon request to the public by an agency included in the Joint Enforcement Strike Force on the Underground Economy or to a law enforcement agency investigating a violation of law shall be marked or redacted to prevent disclosure of an individual’s name, address, and social security number. (2) An employer shall not be liable for damages in a civil action for any reasonable act or omission taken in good faith in compliance with this subdivision. (g) The contractor shall inform the body awarding the contract of the location of the records enumerated under subdivision (a), including the street address, city, and county, and shall, within five working days, provide a notice of a change of location and address. (h) The contractor or subcontractor has 10 days in which to comply subsequent to receipt of a written notice requesting the records enumerated in subdivision (a). In the event that the contractor or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. A contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section. (i) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section.
(j) The director shall adopt rules consistent with the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code) and the Information Practices Act of 1977 (Title 1.8 (commencing with Section 1798) of Part 4 of Division 3 of the Civil Code) governing the release of these records, including the establishment of reasonable fees to be charged for reproducing copies of records required by this section.

Section 1777.5
(a) Nothing in this chapter shall prevent the employment of properly registered apprentices upon public works.
(b) Every apprentice employed upon public works shall be paid the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered and shall be employed only at the work of the craft or trade to which he or she is registered. (c) Only apprentices, as defined in Section 3077, who are in training under apprenticeship standards that have been approved by the Chief of the Division of Apprenticeship Standards and who are parties to written apprentice agreements under Chapter 4 (commencing 494
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with Section 3070) of Division 3 are eligible to be employed at the apprentice wage rate on public works. The employment and training of each apprentice shall be in accordance with either of the following:
(1) The apprenticeship standards and apprentice agreements under which he or she is training.
(2) The rules and regulations of the California Apprenticeship Council. (d) When the contractor to whom the contract is awarded by the state or any political subdivision, in performing any of the work under the contract, employs workers in any apprenticeable craft or trade, the contractor shall employ apprentices in at least the ratio set forth in this section and may apply to any apprenticeship program in the craft or trade that can provide apprentices to the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. However, the decision of the apprenticeship program to approve or deny a certificate shall be subject to review by the Administrator of Apprenticeship. The apprenticeship program or programs, upon approving the contractor, shall arrange for the dispatch of apprentices to the contractor. A contractor covered by an apprenticeship program’s standards shall not be required to submit any additional application in order to include additional public works contracts under that program.
“Apprenticeable craft or trade,” as used in this section, means a craft or trade determined as an apprenticeable occupation in accordance with rules and regulations prescribed by the California Apprenticeship Council. As used in this section, “contractor” includes any subcontractor under a contractor who performs any public works not excluded by subdivision (o). (e) Prior to commencing work on a contract for public works, every contractor shall submit contract award information to an applicable apprenticeship program that can supply apprentices to the site of the public work. The information submitted shall include an estimate of journeyman hours to be performed under the contract, the number of apprentices proposed to be employed, and the approximate dates the apprentices would be employed. A copy of this information shall also be submitted to the awarding body if requested by the awarding body.

Within 60 days after concluding work on the contract, each contractor and subcontractor shall submit to the awarding body, if requested, and to the apprenticeship program a verified statement of the journeyman and apprentice hours performed on the contract. The information under this subdivision shall be public. The apprenticeship programs shall retain this information for 12 months.
(f) The apprenticeship program that can supply apprentices to the area of the site of the public work shall ensure equal employment and affirmative action in apprenticeship for women and minorities.
(g) The ratio of work performed by apprentices to journeymen employed in a particular craft or trade on the public work may be no higher than the ratio stipulated in the apprenticeship standards under which the apprenticeship program operates where the contractor 495
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agrees to be bound by those standards, but, except as otherwise provided in this section, in no case shall the ratio be less than one hour of apprentice work for every five hours of journeyman work. (h) This ratio of apprentice work to journeyman work shall apply during any day or portion of a day when any journeyman is employed at the jobsite and shall be computed on the basis of the hours worked during the day by journeymen so employed. Any work performed by a journeyman in excess of eight hours per day or 40 hours per week shall not be used to calculate the ratio. The contractor shall employ apprentices for the number of hours computed as above before the end of the contract or, in the case of a subcontractor, before the end of the subcontract.

However, the contractor shall endeavor, to the greatest extent possible, to employ apprentices during the same time period that the journeymen in the same craft or trade are employed at the jobsite. Where an hourly apprenticeship ratio is not feasible for a particular craft or trade, the Chief of the Division of Apprenticeship Standards, upon application of an apprenticeship program, may order a minimum ratio of not less than one apprentice for each five journeymen in a craft or trade classification.
(i) A contractor covered by this section that has agreed to be covered by an apprenticeship program’s standards upon the issuance of the approval certificate, or that has been previously approved for an apprenticeship program in the craft or trade, shall employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the applicable apprenticeship standards, but in no event less than the 1-to-5 ratio required by subdivision (g). (j) Upon proper showing by a contractor that he or she employs apprentices in a particular craft or trade in the state on all of his or her contracts on an annual average of not less than one hour of apprentice work for every five hours of labor performed by journeymen, the Chief of the Division of Apprenticeship Standards may grant a certificate exempting the contractor from the 1-to-5 hourly ratio, as set forth in this section for that craft or trade. (k) An apprenticeship program has the discretion to grant to a participating contractor or contractor association a certificate, which shall be subject to the approval of the Administrator of Apprenticeship, exempting the contractor from the 1-to-5 ratio set forth in this section when it finds that any one of the following conditions is met:
(1) Unemployment for the previous three-month period in the area exceeds an average of 15 percent.
(2) The number of apprentices in training in the area exceeds a ratio of 1 to 5. (3) There is a showing that the apprenticeable craft or trade is replacing at least one-thirtieth of its journeymen annually through apprenticeship training, either on a statewide basis or on a local basis.
(4) Assignment of an apprentice to any work performed under a public works contract would create a condition that would jeopardize his or her life or the life, safety, or property of fellow employees or the public at large, or the specific task to which the apprentice is to be assigned is of a nature that training cannot be provided by a journeyman. 496
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(l) When an exemption is granted pursuant to subdivision (k) to an organization that represents contractors in a specific trade from the 1-to-5 ratio on a local or statewide basis, the member contractors shall not be required to submit individual applications for approval to local joint apprenticeship committees, if they are already covered by the local apprenticeship standards. (m)(1) A contractor to whom a contract is awarded, who, in performing any of the work under the contract, employs journeymen or apprentices in any apprenticeable craft or trade shall contribute to the California Apprenticeship Council the same amount that the director determines is the prevailing amount of apprenticeship training contributions in the area of the public works site. A contractor may take as a credit for payments to the council any amounts paid by the contractor to an approved apprenticeship program that can supply apprentices to the site of the public works project. The contractor may add the amount of the contributions in computing his or her bid for the contract.
(2) At the conclusion of the 2002-03 fiscal year and each fiscal year thereafter, the California Apprenticeship Council shall distribute training contributions received by the council under this subdivision, less the expenses of the Division of Apprenticeship Standards for administering this subdivision, by making grants to approved apprenticeship programs for the purpose of training apprentices. The funds shall be distributed as follows:
(A) If there is an approved multiemployer apprenticeship program serving the same craft or trade and geographic area for which the training contributions were made to the council, a grant to that program shall be made.
(B) If there are two or more approved multiemployer apprenticeship programs serving the same craft or trade and geographic area for which the training contributions were made to the council, the grant shall be divided among those programs based on the number of apprentices registered in each program.
(C) All training contributions not distributed under subparagraphs (A) and (B) shall be used to defray the future expenses of the Division of Apprenticeship Standards. (3) All training contributions received pursuant to this subdivision shall be deposited in the Apprenticeship Training Contribution Fund, which is hereby created in the State Treasury. Upon appropriation by the Legislature, all money in the Apprenticeship Training Contribution Fund shall be used for the purpose of carrying out this subdivision and to pay the expenses of the Division of Apprenticeship Standards.
(n) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section. The stipulations shall fix the responsibility of compliance with this section for all apprenticeable occupations with the prime contractor. (o) This section does not apply to contracts of general contractors or to contracts of specialty contractors not bidding for work through a general or prime contractor when the contracts of general contractors or those specialty contractors involve less than thirty thousand dollars ($30,000).
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(p) All decisions of an apprenticeship program under this section are subject to Section 3081.

Section 1813. The contractor or subcontractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public work, the awarding body shall cause to be inserted in the contract a stipulation to this effect. The awarding body shall take cognizance of all violations of this article committed in the course of the execution of the contract, and shall report them to the Division of Labor Standards Enforcement.

Section 1815. Notwithstanding the provisions of Sections 1810 to 1814, inclusive, of this code, and notwithstanding any stipulation inserted in any contract pursuant to the requirements of said sections, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 1/2 times the basic rate of pay.

5. EMPLOYMENT OF APPRENTICES

5.1 Applicability of Laws. The Subcontractor’s attention is directed to the provisions of Sections 1777.5, 1777.6, and 1777.7 of the Labor Code concerning employment of apprentices by the Subcontractor or any of its tier subcontractors. The Subcontractor will obtain a certificate of apprenticeship before employing any apprentice pursuant to Sections 1777.5, 1777.6, and 1777.7 of the Labor Code. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, the Administrator of Apprenticeships, or from the Division of Apprenticeship Standards, and its branch offices.

6. PAYROLL RECORDS

6.1 Maintenance. Pursuant to Labor Code section 1776, the Subcontractor and each of its tier subcontractors will maintain weekly certified payroll records showing the name, address, social security number, work classification, straight time and overtime hours paid each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee performing labor in connection with construction work at the Project. Subcontractor will certify under penalty of perjury that records maintained and submitted by Subcontractor are true and accurate and that the employer has complied with the requirements of Labor Code sections 1771, 1811, and 1815 for any construction work performed on the Project. Subcontractor will also require its tier subcontractor(s) to certify weekly payroll records under penalty of perjury.

6.2 Submission and Availability. The payroll records will be certified and submitted by the Subcontractor on a monthly basis with its application for payment or at other times that may be designated by the Contractor. The Subcontractor will also provide the following:
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6.2.1 A certified copy of the employee’s payroll records will be made available for inspection or furnished to the employee or his or her authorized representative on request.

6.2.2 A certified copy of all payroll records described will be made available for inspection or furnished upon request of the Division of Labor Standards Enforcement (“DLSE”), the Division of Apprenticeship Standards (“DAS”), or the Department of Industrial Relations (“DIR”).

6.3 Forms. The certified payroll records will be on forms provided by the DLSE of the DIR or will contain the same information as the forms provided by the DLSE.

6.4 Privacy. Any copy of records made available for inspection and furnished upon request to the public will be marked or obliterated in such a manner as to prevent disclosure of an individual’s name, address, and social security number. The name and address of the Subcontractor or any of its tier subcontractors will not be marked or obliterated.

6.5 Compliance. In the event of noncompliance with the requirements of this Article 6, the Subcontractor will have 10 days in which to comply subsequent to receipt of written notice specifying any item or actions necessary to ensure compliance with this Article. If non-compliance is evident after the 10-day period, the Subcontractor will, as a penalty, forfeit one hundred dollars ($100) for each day, or portion thereof, for each worker until strict compliance is effectuated. Upon the request of the DAS or the DLSE, the penalties will be withheld from progress payments due.

7. REMOVAL, RELOCATION, OR PROTECTION OF EXISTING UTILITIES.

7.1 Responsibility. Unless specifically required in Subcontractor’s scope of work, Contractor will be responsible for the timely removal, relocation, or protection of existing main or trunk-line utility facilities located on the Project site. If Subcontractor discovers utility facilities not identified in the Construction Documents, it will immediately notify the Contractor in writing and the Contractor will notify the utility company. If, however, removal, relocation or protection of existing main or trunk-line facilities is required by Subcontractor’s scope of work, subcontractor may be reasonably compensated for the cost of locating or repairing damage to utilities that are not identified in the Construction Documents provided that the damage was not caused due to the negligence of the Subcontractor. Under no circumstance will Subcontractor be entitled to additional compensation if the removal, relocation or protection of the existing utilities was included in its scope of work and the presence of such utilities at the Project site can be inferred from other aboveground, visible facilities, such as buildings, meter and junction boxes, or on or adjacent to the Project site.

8. INSPECTION FEES FOR PERMANENT UTILITIES.

8.1 Fees. All governmental inspection fees and other municipal charges for permanent utilities including, but not limited to, sewer, electrical, phone, gas, water, and irrigation will be Contractor’s responsibility.
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9. SOILS INVESTIGATIONS

9.1 Examination of Site. Subcontractor acknowledges that any soils investigation report (including any borings) was prepared for purposes of design only and Subcontractor and its tier subcontractors are required to examine the site before submitting a bid and must make whatever tests they deem appropriate to determine the underground condition of the soil.

10. TRENCHING, SHORING AND UNKNOWN SITE CONDITIONS

10.1 Labor Code Compliance. Subcontractor will comply with Labor Code sections 6500, 6705, and 6707, and Public Contract Code section 7104 regarding trenching and shoring.

10.1.1 Permit Requirements for Trenches 5’-0” or More in Depth.

Subcontractor agrees to comply in full with section 6500 of the Labor Code and to provide the required permits prior to the initiation of any work, method, operation or process that involves:
(i) construction of trenches or excavations that are 5’-0” or deeper and into which a person is required to descend; (ii) the construction of any building, structure, falsework, or scaffolding more than three (3) stories high or the equivalent height; (iii) the demolition of any building, structure, falsework, or scaffold more than three (3) stories high or the equivalent height; or (iv) the underground use of diesel engines in work in mines and tunnels.

10.1.1.1 Detailed Plans for Trenches 5’-0” or More in Depth. In compliance with Labor Code section 6705, the Subcontractor will submit to Contractor, and Contractor will submit to the Concessionaire, in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping or other provisions to be made for worker protection from the hazard of caving ground during the excavation of any trench or trenches 5’-0” or more in depth. If the plan varies from shoring system standards, the plan will be prepared by a registered civil or structural engineer. The plan will not be less effective than the shoring, bracing, sloping, or other provisions of the Construction Safety Orders, as defined in the California Code of Regulations.

10.1.1.2 Separate Bid Items for Sheeting, Shoring, etc. To the extent the construction work involves construction of a pipeline, sewer, sewage disposal system, boring and jacking pits, or similar trenches or open excavations, which are 5’-0” or deeper, Subcontractor and its tier subcontractors will comply with all Applicable Laws, regulations, and codes, and all bids will contain, as a bid item, adequate sheeting, shoring, and bracing, or equivalent method, for the protection of life or limb pursuant to Labor Code section 6707, which will conform to applicable safety orders. Nothing in this Article 10 will be construed to impose tort liability on the Contractor, Authority, City, Concessionaire or any of their respective employees.

10.2 Excavations Deeper than 4’-0”. If Subcontractor’s work involves digging trenches or other excavation that extend deeper than 4’-0” below the surface, Subcontractor will promptly, and before the following conditions are disturbed, notify the Contractor, in writing, of any:

10.2.1 Material that the Subcontractor believes may be hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of Applicable Law. 500
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10.2.2 Subsurface or latent physical conditions at the site differing from those indicated in the Contract Documents or otherwise disclosed to Subcontractor as pre-existing Environmental Conditions.

10.2.3 Unknown Site Conditions.

10.3 Unknown Site Conditions or Environmental Conditions. The Contractor in conjunction with the Concessionaire and Authority will promptly investigate the conditions, and to the extent the conditions result in an adjustment to the Contractor’s compensation or schedule under the Prime Contract, Contractor will be obligated to adjust Subcontractor’s compensation or schedule to the extent applicable to Subcontractor’s work.

10.4 Adjustment. If the physical conditions at the site are not Unknown Site Conditions or unknown Environmental Conditions and no change in terms of the Prime Contract is made due to such site conditions, the Contractor will notify the Subcontractor in writing, stating the reasons. Also, Subcontractor will not be entitled to an adjustment in compensation or schedule regarding claimed Unknown Site Conditions (whether above or below grade) or unknown Environmental Condition if:

10.4.1 Subcontractor knew of the existence of the conditions, or could have reasonably discovered the existence of the condition through diligent review of all disclosed documentation relating to the Project, at the time Subcontractor or any of its tier subcontractors submitted a bid for the Project, and did not qualify its contract price for such conditions; or

10.4.2 Subcontractor or any of its tier subcontractor should have known of the existence of the conditions as a result of having complied with the requirements of the Contract Documents; or

10.4.3 Subcontractor, or any of its tier subcontractor, was required to give written notice of the Unknown Site Conditions or unknown Environmental Condition under the Contract Documents, and failed to do so within the time required.

10.5 Dispute. In the event of a dispute, the Subcontractor and its tier subcontractor(s) will not be excused from the Substantial Completion Date for the Project and will proceed with all construction work to be performed under the Contract Documents. Disputes between the parties will be resolved in accordance with the dispute resolution provisions set forth in the Subcontract.

11. SURVEYING

11.1 Field Engineering. If specified in its scope of Work, Subcontractor or one of its tier subcontractors will employ a California State licensed civil engineer or land surveyor to provide field engineering services to establish benchmarks and line and grade for horizontal and vertical control.

12. DEMOLITION

12.1 Demolition Plan. Prior to commencing any required demolition work, Subcontractor will submit to Contractor, and Contractor will submit to the Concessionaire, a 501
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demolition plan for review and approval. Under no circumstances can demolition interrupt operations of the existing water and wastewater facilities without ___ days written notice to Contractor and Contractor’s prior approval. The Subcontractor’s demolition plan will address, at a minimum, the following:

12.1.1 Identify areas that will require demolition and provide a schedule for those demolition activities that are coordinated with the operations and the approved project schedule;

12.1.2 Inventory materials and equipment that will be salvaged during demolition and whether the salvaged materials and equipment will be reused, recycled, or sold at fair market value on Concessionaire’s behalf;

12.1.3 Document procedures for protecting the existing structures and/or materials, equipment and components that are remaining, as well as protection plans for adjacent property and persons that comply with the requirements in Article 15.

12.1.4 Document procedures for proper ventilation, noise, and dust control during demolition operations and clean-up after demolition is completed.

12.1.5 Document procedures for required disruption of any utility service as a result of demolition activities and a record of any utilities that are capped during the process.

Any required shut-off or interruption of service must be approved in writing by Concessionaire and notice must be provided by Contractor in writing to affected utility customers at least ____ calendar days in advance of any disruption in service, which requires Subcontractor to notify Contractor at least five (5) more calendar days beforehand, and all necessary water, emergency power, etc., must be in place prior to shut-off or disruption.

12.1.6 Document procedures to ensure that fire protection and fire life safety equipment remain operable during demolition.

12.1.7 Provide for all required temporary sheeting, shoring, bracing or other structural support necessary to ensure stability of the existing structure or adjacent properties and prevent movement, settlement or collapse during demolition operations. All required temporary structural support will be designed by a California licensed structural or civil engineer and will comply with any trenching and shoring requirements in Article 10.

12.1.8 Document procedures to deal with encountering Environmental Conditions and Unknown Site Conditions.

12.1.9 Document procedures for hauling away and disposal of any demolished materials and equipment. The procedures should include, among other things, requirements for refrigerant recovery under the Environmental Protection Agency, a list of all required hauling permits, requirements for hauling and disposing of hazardous waste, volatile organic compounds or any other substance that is regulated by Health and Safety Code, the South Coast Air Quality Management District or any other governmental agency that regulates the proper hauling and disposal of certain materials and substances.
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12.1.10 Document procedures to ensure that removal and replacement of equipment will not void any existing warranties.

12.1.11 Require a survey of existing conditions and video or photographic documentation before commencement of the demolition activity to demonstrate existing conditions of adjacent areas or property.

12.2 Permits and Fees. Subcontractor or its tier subcontractors will secure all required hauling permits. The cost for all permits and dumping fees is included in Subcontractor’s Contract Price, subject to any approved Change Orders for Unknown Site Conditions or unknown Environmental Conditions in accordance with Article 10.

13. ENVIRONMENTAL CONTROLS

13.1 Water Control. During construction, Subcontractor or its tier subcontractors will maintain all trenches and excavated areas free from water accumulation and will provide the necessary barriers to protect the improvements at the Project site from ponding, running water and soil erosion. Subcontractor or its tier subcontractors will provide for increased drainage of stormwater and any water that may be applied or discharged on the site during performance of the construction work. All drainage facilities will be adequate to prevent damage to the construction work, Project site, and adjacent property. Subcontractor or its tier subcontractors will construct dikes, if necessary, to divert any increased runoff from entering adjacent property (except in natural channels), to protect the Project site and the construction work, and to direct water to drainage channels or conduits. Subcontractor or its tier subcontractors will provide ponding as necessary to prevent downstream flooding.

13.2 Pollution Control. Subcontractor or its tier subcontractors will provide a plan that meets the requirements of California Stormwater Best Management Practices (Stormwater Quality Task Force, 1993) to prevent the pollution of drains and watercourses by sanitary wastes, sediment, debris, and other substances and/or soil erosion during construction operations.

13.2.1 No sanitary wastes will be permitted to enter any drain or watercourse other than sanitary sewers. No sediment, debris, or other substance will be permitted to enter sanitary sewers without authorization of the receiving sanitary sewer service, and all possible best management practices will be taken to prevent materials from entering into any drain or watercourse.

13.2.2 In the event that dewatering of excavations is required, Subcontractor or its tier subcontractors will obtain the necessary permits from local governmental authorities for discharge of the dewatering effluent. Subcontractor will be responsible for assuring that water quality of the discharge meets the appropriate permit requirements prior to any discharge.

13.3 Erosion Control. Subcontractor or its tier subcontractors will provide an erosion control plan that is consistent with Storm Water Pollution Prevention Plan (“SWPPP”) requirements to prevent soil erosion at the Project site and adjacent property resulting from construction operations. Effective measures will be initiated before commencement of clearing, grading, excavation, or other operations that will disturb the natural protection. 503
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13.3.1 Erosion and sedimentation control practices will include installation of silt fences, straw wattle, soil stabilization, revegetation, and runoff control to limit increases in sediment in stormwater runoff, including but not limited to, detention basins, straw bales, silt fences, check dams, geo-fabrics, drainage swales, and sandbag dikes.

13.3.2 The construction work will be scheduled to expose areas subject to erosion for the shortest possible time, and natural vegetation will be preserved to the greatest extent practicable. Temporary storage and construction buildings will be located, and construction traffic routed, to minimize erosion. Temporary fast-growing vegetation or other suitable ground cover will be provided as necessary to control runoff.

13.4 Traffic Control. Unless specifically required in Subcontractor’s scope of Work, Contractor will provide a traffic control plan in accordance with the California Department of Transportation Traffic Manual as part of its site logistics plan. Contractor will submit its traffic control plan to the Concessionaire and the appropriate agency for approval before commencement of the construction work. Subcontractor will comply with the approved traffic plan.

13.4.1 Traffic control will include signs, warning lights, reflectors, barriers, and other necessary safety devices and measures, including sufficient flagmen to direct vehicular traffic through the construction areas. No material or equipment will be stored or parked where it will interfere with the free and safe passage of public traffic. Subcontractor or its tier subcontractors will remove all equipment and other obstructions from the public right-of-way at the end of each day’s work, and at other times when construction operations are suspended for any reason.

13.4.2 All traffic associated with construction operations, including without limitation delivery and mail trucks, will enter Contractor’s access gate and road. Subcontractor or its tier subcontractors will provide signs directing construction and delivery traffic to this gate and will take all necessary steps to minimize inconvenience to the general public throughout the construction process. No driveways or private roads will be blocked without notifying the property owner, and access must be restored during all non-working hours.

13.4.3 Safe access must be maintained for pedestrian traffic throughout any public work area at all times.

13.4.4 At least one lane of traffic in each direction on all roads used during a Project must be kept open at all times unless prior approval is provided by any affected agency.

No roads will be blocked or made inaccessible, due to Subcontractor’s or its tier subcontractors’ construction work, without prior written consent of the affected agencies in the form of an encroachment permit. Under no circumstances will the Subcontractor or its tier subcontractors block or obstruct fire lanes at any time.

13.5 Air Pollution Control. Subcontractor and its tier subcontractors will comply with all applicable air pollution control rules, regulations, ordinances and statutes. All containers of paint, thinner, curing compound, solvent or liquid asphalt will be labeled to indicate that the contents fully comply with the applicable material requirements. Dust control will be provided for all demolition operations and Subcontractor and its tier subcontractors will provide dust control as required for their respective operations.
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13.6 Fire Protection Control. Subcontractor will provide fire watch and be responsible for all fire prevention in connection with its scope of Work. Open fires will not be permitted on or around the Project site.

13.6.1 The Subcontractor will make chemical fire extinguishers available at the location where the Subcontractor or its tier subcontractors perform any torch cutting or welding operations. Subcontractor will provide the Contractor with notice prior to undertaking any torch cutting and welding operations. Subcontractor and its tier subcontractors, if performing cutting or welding operations, will undertake all appropriate safety measures including but not limited to a fire watch, fire extinguishers, and fire blankets and will be responsible for any damage caused by its operations.

14. SAFETY

14.1 OSHA. Subcontractor and its tier subcontractors will maintain emergency first aid treatment for their employees which complies with the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.), and California Code of Regulations, Title 8, Industrial Relations Division 1, Department of Industrial Relations, Chapter 4.

14.2 Health and Safety Plan. Employers on a construction project are responsible for the health and safety for their workers as regulated by municipal, State, and Federal acts and regulations. If Contractor does not provide Subcontractor with a safety plan, Subcontractor will prepare and submit a safety plan that complies with OSHA regulations regarding health and safety of workers to Contractor before commencement of any construction work. Regardless of the safety program, Subcontractor and its tier subcontractors are obligated to comply with all Applicable Laws, regulations, and codes concerning safety applicable to the construction work and to the safety standards established under Applicable Laws during the progress of the Project.

14.3 Signs. Subcontractor and its tier subcontractors will erect and maintain, as required by existing conditions and performance of the construction work, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notifying owners and users of adjacent sites and utilities.

14.4 Weekly Safety Meetings. Subcontractor will hold weekly meetings with its tier subcontractors to review tier subcontractor compliance with the health and safety program.

14.5 Material Safety Data Sheets (“MSDS”). Subcontractor and its tier subcontractors must comply with all requirements of the Hazard Communication Standard (Title 29, Code of Federal Regulations, Part 1910, as amended). Subcontractor will, at a minimum (i) keep all MSDS on file electronically at the Project site, with regularly updated lists of the MSDS copied to Contractor; (ii) cause all tier subcontractors and employees to clearly label all hazardous compounds as to content with appropriate warnings noted and the name and address of the manufacturer listed; and (iii) ensure that all tier subcontractors and employees using hazardous compounds are trained in protective handling and are knowledgeable about the potential hazards.

14.6 Safety Walks. Subcontractor will conduct daily jobsite inspections to verify that the construction work is being performed in a safe and workmanlike manner and in accordance 505
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with the health and safety program. Subcontractor will provide written notice to its tier subcontractors demanding immediate correction of any known safety violation.

15. PROTECTION OF WORK AND PROPERTY

15.1 Safety and Protection. Subcontractor and its tier subcontractors will be responsible for providing a safe place for the performance of the construction work and for the physical conditions and safety of areas affected by the Project. Subcontractor and its tier subcontractors will take all necessary precautions to provide for the safety and protection of all persons who may come in contact with the Project and for all property within or adjacent to the Project site including adequate precautions to protect existing sidewalks, curbs, pavements, utilities, and other adjoining property and structures. Subcontractor and its tier subcontractors will repair any damage caused by their operations at their own respective expense and will provide protection to prevent damage, injury or loss to:

15.1.1 Employees and other persons at the Project site;

15.1.2 Equipment, materials, and vehicles stored at the sites or off-site if under the care, custody, or control of the Subcontractor or its tier subcontractor;

15.1.3 Existing structures, property and the work of other separate contractors performing separate work on behalf of the Authority, Concessionaire or Contractor (other than Subcontractor).

15.2 Requirements. Subcontractor and its tier subcontractors will:

15.2.1 Enclose the working area with a substantial barricade, and arrange construction work to cause minimal inconvenience and danger to the public;

15.2.2 Provide substantial barricades around any shrubs or trees indicated to be preserved;

15.2.3 Ensure that existing facilities, fences and other structures are all adequately protected and that, upon completion of all construction work, all facilities that may have been damaged are restored to a condition acceptable to the Contractor, Concessionaire and the Authority;

15.2.4 Preserve and protect from injury all buildings, pole lines and all direction, warning, and mileage signs that have been placed within the right-of-way.

15.3 Field Offices. All Subcontractor field offices will be constructed of fire resistant materials. The Subcontractor will coordinate with Contractor regarding site logistics, storage and field offices as Project site conditions permit. Construction details of the Subcontractor’s or its tier subcontractor’s field office(s) and their location on the site will be subject to the approval of the Contractor and Concessionaire, which will not be unreasonably withheld, and will contain adequate fire protection equipment. Field office relocation, if required, will be at the Subcontractor’s expense.

15.4 Temporary Protection. Subcontractor will provide barricades (lighted, if required), fences, and protection necessary for general safety as related to its scope of work. 506
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Subcontractor will notify the Contractor 48 hours prior to removing any safety installation.

Subcontractor and its tier subcontractors who damage or remove safety or protective work during the performance of their respective construction work will be responsible for the immediate restoration of the safety or protective installations to ensure continuous compliance with all applicable safety regulations and any safety requirements per OSHA regulations.

15.5 Damages to Materials and Equipment. Subcontractor is responsible to notify the Contractor of any damage to material or equipment during the Project and will immediately repair or restore the damage to the satisfaction of the Contractor and Concessionaire.

15.6 Precautionary Measures. These precautionary measures will apply continuously and not be limited to normal working hours.

15.7 Investigation and Reporting. If damage to persons or property occurs as a result of construction work during the Project, Subcontractor will be responsible for proper investigation and documentation, including video or photography, to adequately memorialize and make a record of what transpired. The Contractor and Concessionaire will be entitled to inspect and copy any documentation, video, or photographs.

16. TEMPORARY FACILITIES

16.1 Temporary Electricity. Unless specifically required in Subcontractor’s scope of work, Contractor will provide, maintain, and pay for temporary electrical power at the Project site for construction purposes and trailers. In certain situations, permanent power may be available through Authority, but Subcontractor must provide all necessary wiring and appurtenances for connection to Authority’s facilities system. Contractor will meter all connections to determine usage rates. For smaller loads, such as test equipment, work area lighting, and small hand tools, Subcontractor may use existing electrical circuits following approval in writing by Contractor.

16.2 Temporary Communications. Subcontractor will provide, maintain, and pay for all applicable communications and data service connections for its field offices, including all installation and connection charges.

16.3 Temporary Water. Subcontractor will provide, maintain, and pay for all required potable water required for construction field personnel as well as water required for and in connection with its construction operations such as dust control. Unnecessary waste of water will not be permitted. Subcontractor and its tier subcontractors must use special hydrant wrenches for opening and closing fire hydrants in lieu of pipe wrenches.

16.4 Temporary Fences. Subcontractor will provide all necessary temporary fencing and gates required for the Project site. Temporary fencing will be subject to restrictions in the use permit. Subcontractor will maintain all fences through Final Completion of the construction work. Gates are to remain closed and locked during off-hours.

16.5 Temporary Sanitary Facilities. Unless specifically required in Subcontractor’s scope of work, Contractor will provide and maintain all required temporary toilets for use of all construction personnel and field labor through Final Completion of the construction work. 507
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Location of temporary sanitary facilities must be approved by Contractor prior to delivery.

Contractor will provide at least one (1) temporary toilet facility for every 20 persons. Unless otherwise permitted, Subcontractor and its tier subcontractors will cause all construction personnel (including field labor) to use temporary sanitary facilities rather than the Authority’s facilities. All temporary sanitary facilities will comply with the Department of Health standards.

16.6 Temporary Barriers and Enclosures. Subcontractor or its tier subcontractors will provide barriers to prevent unauthorized entry to construction areas, to allow for safe use of the Project site, and to protect existing facilities and adjacent properties from damage from construction operations.

16.7 Construction Equipment and Aids. Subcontractor or its tier subcontractors will furnish, install, maintain, and operate all construction equipment required by the performance of the construction work. Construction aids include elevators and hoists, cranes, temporary enclosures, swing staging, scaffolding and temporary stairs. When sandblasting, spray painting, spraying of insulation, or other activities inconveniencing or dangerous to property or the health of construction personnel or the public are in progress, Subcontractor or its tier subcontractors will enclose the area of activity to contain the dust, over-spray, or other hazard.

16.8 Removal of Temporary Facilities and Equipment. Subcontractor or its tier subcontractors will remove all temporary utilities, equipment, facilities, and materials before final inspection of the Project and clean and repair any damage caused by installation or use of temporary work restoring Authority’s existing facilities to their original conditions.

17. QUALITY ASSURANCE AND QUALITY CONTROL

17.1 Testing and Inspection. Materials and equipment to be furnished under the Contract Documents are subject to testing and inspection.

17.2 Permits, Licenses, and Certificates. Subcontractor will submit to Contractor record copies of the all permits, licenses, certifications, inspection reports, releases, jurisdictional settlements, notices, receipts for fee payments, judgments, and other similar documentation demonstrating compliance with standards and regulations bearing on performance of the construction work.

17.3 Quality Control Plan. Subcontractor will assist Contractor to prepare and submit to the Concessionaire for approval a plan that describes the procedures and methods Subcontractor and its tier subcontractors will utilize to control the quality of the construction work. The Quality Control Plan must be approved before the start of construction and will reflect any testing and inspection requirements. Contractor may require revisions of the Quality Control Plan that are necessary to ensure the specified quality of the construction work.

Contractor and Subcontractor will assign appropriate site personnel to oversee quality control.

At a minimum, the Quality Control Plan will provide information regarding the following:

17.3.1 Quality control supervision and document control;

17.3.2 Identification of personnel for required training and qualification activities; 508
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17.3.3 Procedures for testing and inspections that identify individual inspection or testing points and acceptance criteria, and include provisions for recording results and the responsible inspection/test personnel;

17.3.4 Procedures for identifying what applicable technical and quality requirements will be required of vendors supplying materials, parts and services to ensure compliance with the approved Construction Documents;

17.3.5 Procedures for receiving, inspecting and accepting materials and equipment. The procedures will include, at a minimum, examination of the physical condition for compliance with the approved Construction Documents, purchase order and/or subcontract agreement, and identifying and processing any non-conforming goods;

17.3.6 Provisions for identifying and timely remedying non-conforming or defective construction work;

17.3.7 Documentation control to maintain records of the activities included in the Quality Control Plan. All documentation will be submitted to Contractor for submission to Concessionaire as part of the close-out documentation for the Project and therefore must be logically organized and indexed for reference.

17.4 Manufacturer’s Field Services. To the extent required, Subcontractor will engage a factory-authorized service representative to inspect field-assembled components and equipment installation, including service connections. All manufacturers’ field service reports must be in writing and included as part of the records turned over to Contractor during close-out.

17.5 Quality Control Reports. Subcontractor will keep daily Quality Control Reports throughout the duration of the construction process certifying that the relevant areas of the construction work have been inspected. The Quality Control Reports will be prepared, signed and dated by the Subcontractor’s personnel identified as the supervisor in the Quality Control Plan and will include, at a minimum, the following information:

17.5.1 Identification of the material, equipment or component that was inspected and indicate, if applicable, if the submittals have been reviewed and approved;

17.5.2 Indicate that all materials and/or equipment that have not been installed have been properly stored and protected;

17.5.3 Indicate that the construction work has been coordinated by Subcontractor and its tier subcontractors, that all required preliminary work has been inspected by the Quality Control personnel and was properly performed, and that the area is ready to receive subsequent construction work. If the construction work is not acceptable, provide a written description of any re-work required in the area inspected with an explanation of the cause of the re-work (including which tier subcontractors are involved), any cost involved in the required re-work, and the expected completion date of the required re-work; 509
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17.5.4 Results of any off-site testing or quality control work and any required further actions;

17.5.5 Other necessary information including, directions received, quality control problem areas, deviations from the Quality Control Plan, construction deficiencies encountered, Quality Control meetings held, acknowledgement that as-built drawings or building information models have been updated (if applicable), corrective direction given by Quality Control personnel, and corrective action taken by Subcontractor or its tier subcontractors.

17.6 Test and Inspection Logs. Subcontractor will maintain an on-site inspection log that is accessible by the Contractor, Concessionaire, Authority, independent engineer, testing agency, special inspector, and any governmental authority with jurisdiction over the Project.

Subcontractor will timely provide information necessary for Subcontractor to maintain the log with respect to Subcontractor’s scope of work. The log will document all tests and inspections performed on the Project during construction. The record of tests will include the following information:

17.6.1 Request for Inspection;

17.6.2 Date test or inspection was conducted;

17.6.3 Identity of testing agency or special inspector;

17.6.4 Description of the construction work tested or inspected;

17.6.5 Identification of any drawings or applicable details on the approved Construction Documents or submittals that were used during testing and inspection;

17.6.6 Date that the test or inspection was concluded and the date that the results were transmitted to Contractor.

18. LAWS AND REGULATIONS

18.1 Notices. Subcontractor will give all notices and comply with all Applicable Laws, ordinances, rules and regulations bearing on conduct of its construction work. If Subcontractor observes that the Construction Documents are at variance with any laws, ordinances, etc., Subcontractor will promptly notify the Contractor, in writing, and any necessary changes will be made. If Subcontractor or its tier subcontractors perform any construction work knowing it to be contrary to Applicable Law and without notice to the Contractor, Subcontractor will bear all costs associated with any required corrections or repairs.

18.2 Americans with Disabilities. Subcontractor will be responsible for familiarity with the Americans with Disabilities Act (“ADA”) (42 U.S.C. § 12101 et seq.) in relation to requirements related to the construction work.

19. NOTICE OF THIRD-PARTY CLAIMS

19.1 Third-Party Claims. Contractor will provide Subcontractor with timely notification of the receipt of any third-party claim relating to the Subcontractor’s work. 510
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Subcontractor will provide Contractor with timely notification of the receipt of any third-party claims relating to the Subcontractor’s work.

20. DRUG FREE WORKPLACE CERTIFICATION.

20.1 Subcontractor’s Certification. Subcontractor certifies, and will cause its tier subcontractors to certify, that it has complied with Government Code section 8355 relating to a drug-free workplace and will address these requirements in its health and safety program.

Subcontractor will submit a certificate under penalty of perjury stating that Subcontractor and its tier subcontractors will:

20.1.1 Publish a statement notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the person’s or organization’s workplace and specifying the actions that will be taken against employees for violations of the prohibition;

20.1.2 Establish a drug-free awareness program to inform employees about:
(i) the dangers of drug abuse in the workplace; (ii) the person’s or organization’s policy of maintaining a drug-free workplace; (iii) any available drug counseling, rehabilitation, and employee assistance programs; and (iv) the penalties that may be imposed upon employees for drug abuse violations;

20.1.3 Subcontractor will require that each employee, as well as tier subcontractors and each of their respective employees, performing construction work on the Project be given a copy of the statement required by Section 20.1.1 and that the employee agrees to abide by the terms of the statement as a condition of employment.

21. NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY

21.1 Non-Discrimination Policy. Pursuant to Labor Code section 1735 and other applicable provisions of law, Subcontractor and its tier subcontractors will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, political affiliation, marital status, or disability in the performance of its obligations under the Contract Documents. Subcontractor will take affirmative action to ensure that employees are treated during employment or training without regard to their race, color, religion, sex, national origin, age, political affiliation, marital status, or disability and will comply with the following requirements:

21.1.1 During the performance of the Contract Documents, Subcontractor and its tier subcontractors will not deny benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor will they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age (over 40) or sex. Subcontractor will ensure that the evaluation and treatment of employees and applicants for employment are free of discrimination.
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21.1.2 Subcontractor will comply with the provisions of the Fair Employment and Housing Act (Gov. Code section 12900 et seq.), the regulations promulgated thereunder (Cal. Admin. Code, Tit. 2, sections 7285.0 et seq.), and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code sections 11135-11139.5).

21.1.3 Subcontractor will permit access by representatives of the Department of Fair Employment and Housing upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to its books, records, accounts, other sources of information and its facilities as the Department requires to ascertain compliance with this clause.

21.1.4 Subcontractor and its tier subcontractors will give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other agreements.

21.1.5 Subcontractor will include the nondiscrimination and compliance provisions of this clause in all subcontracts.

22. OWNERSHIP OF DESIGN DOCUMENTS

22.1 Non-Exclusive, Irrevocable License. Subcontractor and its tier subcontractors and consultants each assign or grant to Contractor and Concessionaire a non-exclusive, irrevocable license with respect to all Intellectual Property that is required to complete the design and construction of the Project or otherwise required for Contractor to perform its services under the Prime Contract including any Intellectual Property regarding the operation and management of the Project facility. With respect to Intellectual Property that is licensed by Subcontractor or an affiliate of Subcontractor from any design professional, tier subcontractor or other person or entity, or any Intellectual Property that is owned by Subcontractor, an affiliate of Subcontractor or any of Subcontractor’s tier subcontractors or consultants, Subcontractor and its tier subcontractors and consultants each assign or grant to Contractor a non-exclusive, irrevocable license for the additional purpose of completing the design and construction of the Project, but only to the extent that such license is required in order to properly design and construct the Project facility in accordance with the terms and conditions of the Prime Contract.

22.1.1 Exceptions. The following exceptions apply:

22.1.1.1 Nothing contained in Section 22.1 limits the rights, title and interest of the Subcontractor, or any of its design professional or their design consultants, or any design-build tier subcontractor, or vendor to continue to use their respective general design details that each of them uses or has used on multiple projects, or new standard design details that were or may be developed during design of the Project.

22.1.1.2 If Subcontractor is providing design-build services and Subcontractor is terminated rather than assigned to Concessionaire before completion of its services and Concessionaire or Contractor uses incomplete design documents for further work or services connected with the Project, then Concessionaire and Contractor will each release the Subcontractor from claims and causes of action arising from further development of the designbuild documents. However, the design professional who was responsible for the design-build 512
Subcontractor General Conditions Page 27 of 28
Schedule R.6 4734834.11
documents will remain liable to Contractor, Concessionaire and Authority for the information contained therein prior to the termination date, and other design professionals retained by the Contractor, Concessionaire and/or Authority to complete the Project will be entitled to rely on the accuracy of the information reflected in those design-build documents. Concessionaire and Contractor, as applicable, will indemnify and hold the Subcontractor and its designers harmless from claims and causes of action arising out of future use of the design-build documents but only to the extent that the claims or causes of action arise from the further development of the designbuild documents after the termination date and provided that the error and omission was not present in the design-build documents prepared by the Subcontractor or its designers or caused by the negligent performance of the design-build services for the Project.

22.2 Statutory Copyright. All copies made under this license will bear the statutory copyright notice, if any, shown on the Intellectual Property. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the copyright or other reserved rights and interests.

23. TRUTH IN NEGOTIATIONS/REPRESENTATIONS.

23.1 Employees. Subcontractor warrants that Subcontractor has not employed or retained any company or person other than a bona fide employee working solely for subcontractor, to solicit or secure this Subcontract and that has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Subcontractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Subcontract.

23.2 Contract Price. Subcontractor warrants that the prices for the services sold Contractor hereunder are not less favorable than those currently extended to any other customer of Subcontractor for the same or similar services in similar quantities. Subcontractor further warrants that wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of the Subcontract. The Subcontractor agrees that the original Contract Price and any additions thereto may be adjusted to exclude any significant sums by which Contractor or Concessionaire determines the Contract Price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs.

23.3 Gratuities. The Subcontractor represents and warrants that in connection with its performance of this Subcontract, it has not or will not, directly or indirectly, pay, give, offer, promise to pay or give, or authorize the payment or giving of any money, gift, or things of value to any governmental official, political party, or candidate for political office; or to any person who knowingly will give all or a portion of the money, gift, or thing of value to any such official in its official capacity. Breach of this representation or warranty will be considered a default under the terms of this Subcontract and will, in addition to any other remedies, entitle Contractor to recover all amounts paid to Subcontractor under this Subcontract. 513
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Schedule R.6 4734834.11

24. COMMUNICATIONS.

24.1 Inquiries. All inquiries the Subcontractor may have concerning this Subcontract will be made to Contractor and not directly to the Concessionaire.

24.2 Correspondence. All of Subcontractor’s written correspondence or communication regarding this Subcontract will include Contractor’s Subcontract Number and Work description, and shall be mailed or delivered to Contractor’s designated representative.

25. CLEAN UP AND RECYCLING

25.1 Material Recycling. Subcontractor will endeavor to reduce the amount of waste material generated during construction. Construction waste that is unavoidably generated will be segregated into recyclable and non-recyclable materials. Recyclable materials will preferably be reused during construction, but if reuse is not practical, will be recycled rather than being transported to a landfill.

25.2 Cleaning Up. Subcontractor will keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by the work of Subcontractor or its tier subcontractors. At completion of the construction work, Subcontractor and its tier subcontractors are responsible for removing their waste materials, rubbish, construction tools and equipment, machinery and surplus materials from and about the Project site. If Subcontractor fails to clean up as provided in the Contract Documents, the Concessionaire or Contractor may do so and the cost associated with the clean-up will be at Subcontractor’s sole expense. 514
Subcontractor and Consultants Insurance Requirements
Schedule R.9
4745505.1
SCHEDULE R.9

SUBCONTRACTOR AND CONSULTANTS INSURANCE

REQUIREMENTS
O&M Subcontract
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Subcontractor and Consultants Insurance Requirements
Schedule R.9

SUBCONTRACTOR INSURANCE REQUIREMENTS
4745505.1
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Subcontractor and Consultants Insurance Requirements Page 1 of 4 Schedule R.9
4745505.1
The attached exhibit contains the insurance coverage limits and requirements for subcontractors engaged by Concessionaire (other than Contractor) and Contractor as required by Section 21.2.
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Subcontractor and Consultants Insurance Requirements Page 2 of 4 Schedule R.9
4745505.1
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Subcontractor and Consultants Insurance Requirements Page 3 of 4 Schedule R.9
4745505.1
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Subcontractor and Consultants Insurance Requirements Page 4 of 4 Schedule R.9
4745505.1
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521
TO: Bidding Contractors
Subject: Bid Addendum #1 - Sycamore Ave Sewer Trunk Line Project Date: February 24, 2026
Prospective Bidders for the aforementioned project are hereby advised that the Bidding Documents have been modified as detailed below. Bidders are required to acknowledge the receipt of Addendum #1 in the designated space within the Bid Schedule and Addenda Acknowledgement document, and submit it along with their bid package.

ENGINEER’S ESTIMATE
The Engineer's Estimate for the Sycamore Ave Sewer Trunk Line Project is Five Million Five Hundred Thousand Dollars ($5,500,000.00). This figure is provided for reference only and does not constitute a guarantee of the cost of the work.

BID DUE DATE CLARIFICATION
The Notice Inviting Bids states that bids are due Thursday, March 20, 2026, by 11:00am. March 20th is a Friday. The bids are due Friday, March 20, 2026, by 11:00am.

BID SCHEDULE AND ADDENDA ACKNOWLEDGEMENT FORM
The Bid Schedule and Addenda Acknowledgement form has been updated with Bid Item Numbers and an additional line item for paving, per City Standards. 522

BID SCHEDULE AND ADDENDA ACKNOWLEDGEMENT FORM
BID TO: VEOLIA WATER WEST OPERATING SERVICES, INC.

BID FROM:

The undersigned Bidder proposes and agree, if this Bid is accepted, to enter into an Agreement with the Veolia in the form included in the contract Documents to perform the Work as specified or indicated in said Contract Documents entitled:

SYCAMORE AVE SEWER TRUNK LINE PROJECT
Bidder accepts all of the terms and conditions of the Contract Documents.

Bidder has examined copies of all the Contract Documents, including the following Addenda, receipt of which is hereby acknowledged:

Addendum Number Date Received:

Bidder has familiarized itself with the nature and extent of the Contract Documents, the Work, the site, the locality where the Work is to be performed, the legal requirements 523
(federal, state, and local laws, ordinances, rules, and regulations), and the conditions affecting cost, progress, or performance of the Work, and has made such independent investigations as Bidder deems necessary.

In conformance with the current statutory requirements of the California Labor Code Section 1860, et seq., the undersigned confirms the following as its certification:

I am aware of the provision of Section 3700 of the Labor Code, which require every employer to be insured against liability for worker’s compensation, or to undertake self-insurance in accordance with the provisions, before commencing the performance of the Work of this Contract.

To all the foregoing, and including all Bid Schedule(s), List of Subcontractors, NonCollusion Declaration, Bidder’s General Information, and Bid Bond contained in these Bid Forms, said Bidder further agrees to complete the Work required under the Contract Documents within the Contract Time stipulated in said Contract Documents, and to accept in full payment therefore the Contract Price based on the Lump Sum or Unit Bid Price(s) named in the aforementioned Bid Schedule(s)
Dated:

By:
(Signature)
Printed Name:

Title:
524

BID SCHEDULE
Schedule of Prices for Construction of the:

SYCAMORE AVE SEWER TRUNK LINE PROJECT
The bid schedule and addenda acknowledgement form shall be attached to and included within the Contract Documents.

Bid
Item Description Qty Unit
Unit
Price
Total
Price
1 Mobilization 1 LS
2 Bonds & Insurance 1 LS
3 Traffic Controls Plans and approval
*Includes Class 3 road closed barricades* 1 LS
4 Water Pollution/Erosion Control 1 LS
5 Potholing to Locate Utilities and Services 1 LS
6 Installation of approx 5,200LF of 15-inch PVC
SDR26 pipe and pipe materials 5,200 LF
7 Installation of 48-inch manhole, per plan 14 EA
8 Pressure Testing 1 LS
9 Post CCTV video, in PACP format 1 EA
10 Install permanent hot mix paving and maintain
throughout Work (trench repair Standard Plan
SC-231) 5,200 LF
11 Grind and Overlay on Street, per City Standard
SC-231 1 LS
12 Traffic Striping, Signage and Markings (in-kind) 1 LS 13 All other work as required by plans and City’s
standard specifications 1 LS
14 Demobilization 1 LS
15 Closeout documentation, transmission of redline
drawings 1 LS
Total construction costs (US $)
Total of Bid Items 1-15
525

BID SCHEDULE
(Continued)
TOTAL OF ALL ITEMS OF THE BID SCHEDULE (BID ITEMS 1-15):
$
(Price in figures)
(Price in words)
Schedule of Prices for Construction of the:

SYCAMORE AVE SEWER TRUNK LINE PROJECT
SPECIAL NOTE:

Name of Bidder or Firm
526
TO: Bidding Contractors
Subject: Bid Addendum #2 - Sycamore Ave Sewer Trunk Line Project Date: March 10, 2026
Prospective Bidders for the aforementioned project are hereby advised that the Bidding Documents have been modified and or clarified as detailed below. Bidders are required to acknowledge the receipt of Addendum #2 in the designated space within the updated Bid Schedule and Addenda Acknowledgement document, and submit it along with their bid package.

REQUEST FOR INFORMATION
The following are a list of questions (with answers) that have been received to date on this project:

1. Q: If available, please provide the geotechnical report for this project. - A. There is no geotechnical report for this project.

2. Q: Page BF-3 from the Notice Inviting Bids states, “subcontractor shall complete all work on/before September 30, 2026.” Please provide the anticipated start date for this project. A: The anticipated start date for this project is May 2026. This will enable the subcontractor to work from south to north along Sycamore Avenue, passing by the Morgan Elementary School work area during the summer school break, as detailed in the Special Conditions within the Request for Proposal. The period for active construction near the school campus is strictly defined as June 8, 2026 through August 7, 2026.

3. Q: Addendum no. 1 removed the item “Provide and install approx. 8-inch PVC (DR-14) force main pipe and pipe materials”. Based upon this, please confirm only the downstream end of the proposed sewer line will be connected.

A: BID SCHEDULE AND ADDENDA ACKNOWLEDGEMENT FORM
527
The previous Bid Schedule and Addenda Acknowledgement form issued with Addenda #1 - erroneously removed the Bid Item #7 - Provide and install approx 8-inch PVC (DR14) force main pipe and pipe materials. This Bid Item is included in the project scope of work and a new Bid Schedule and Addenda Acknowledgement Form to be used for bidding has been included with this issuance of Addenda #2.

4. Q: Plan sheet 1 General Sewer note 7 states, “All compaction shall be performed as shown on City of Rialto Standard no. 110”. Please provide the referenced standard.

A: See clarification below.

5. Q: Bid item no. 11 description is “Grind and Overlay on Street, per City Standard SC-231”. This standard notes, “Longitudinal pavement repair shall be minimum 12’ to lane line or ½ street as directed by City Engineer and may require overlay or slurry seal.” Please specify the limits of the required grind and overlay (min 12’ to lane line or ½ street) and confirm slurry seal is not required.

A: The revised Bid Schedule and Addenda Acknowledgement form has been revised to include two bid options. Bid Option 1 is for Trench Repair Tee Cut only. Bid Option 2 is for a full lane grind and overlay.

6. Q: City Standard SC-231 General Note 13 states, asphalt thickness shall be 1” thicker than the existing asphalt. Please provide the thickness of the existing asphalt concrete pavement.

A: Please see clarification below.

7. Q: City Standard SC-231 General Note 10 states, longitudinal trenches shall be based with hot asphalt mix…paved with a self propelled paving machine machine…paving width shall be a minimum of 10’. Please confirm trench repair is trench width + 2’ minimum for T-patches, not a minimum width of 10’.

A: Please see clarification below.

8. Q: Section 13.4.4 from the Subcontractor General Conditions notes, “At least one lane of traffic in each direction on all roads used during a project must be kept open at all times unless prior approval is provided by any affected agency.” Please confirm flagging with only one lane around construction activities during working hours is acceptable.

A: Where practical, some flagging for traffic control may be acceptable but a complete traffic control strategy and associated plans shall be prepared and submitted to the City 528
for engineering approval. Traveling detour plans will be considered, but access to immediate / local residents and emergency services shall be maintained at all times.

9. Q: Please confirm whether this contract is lump sum or unit price based upon the Bid Schedule. A: This is a lump sum contract.

10. Q: Please clarify if all materials and compaction testing costs are the responsibility of the subcontractor. A: Yes, all materials and compaction testing costs are the responsibility of the subcontractor.

11. Q: Please further define the work to be completed during the 45 day window from June 8, 2026 to August 7, 2026 to minimize disruption to Morgan Elementary School. Would this involve the work between Cascade Drive and Walnut Avenue only or would the limitations extend further north and south on Sycamore Avenue? A: The work within the school zone is defined between Cascade Drive and Walnut Avenue. This would include the underground work and paving restoration.

12. Q: For the 8" DR14 Force Main... Will you accept the DI fittings with just P-401 lining? Or would it be preferred to be fusion bonded epoxy in & out? A: DI fittings for the force main shall be ceramic / epoxy lined and coated (both in and out).

CLARIFICATION ON TRENCHING, COMPACTION AND STREET RESTORATION Any Trenching, Compaction and Street Restoration requirements shall be per Standard No.

SC-231 (Trench Work; Sheets 1 & 2) as follows:
a) Nominal trench width shall be 42-inches; 15.3 inch (min) pipe OD plus 24-inches (12-inches per side).
b) Nominal T-cut width shall be 66-inches; trench width plus 24-inches (12-inches per side).
c) The existing road section may be taken as 4-inches AC over 8-inches Class II Base.

Restored AC thickness shall be 5-inches.
d) Grind and overlay width shall be 12-feet, with limits being determined after the trench section has been restored. Slurry seal is not required. e) AC, Base and upper 12-inches of sub-grade (under Base) shall be compacted to 95% RC. The remaining trench section shall be compacted to 90% RC. 529

BID SCHEDULE AND ADDENDA ACKNOWLEDGEMENT FORM
BID TO: VEOLIA WATER WEST OPERATING SERVICES, INC.

BID FROM:

SYCAMORE AVE SEWER TRUNK LINE PROJECT
Bidder accepts all of the terms and conditions of the Contract Documents.

Bidder has examined copies of all the Contract Documents, including the following Addenda, receipt of which is hereby acknowledged:

Addendum Number Date Received:

Bidder has familiarized itself with the nature and extent of the Contract Documents, the Work, the site, the locality where the Work is to be performed, the legal requirements 530
(federal, state, and local laws, ordinances, rules, and regulations), and the conditions affecting cost, progress, or performance of the Work, and has made such independent investigations as Bidder deems necessary.

In conformance with the current statutory requirements of the California Labor Code Section 1860, et seq., the undersigned confirms the following as its certification:

By:
(Signature)
Printed Name:

Title:
531

BID SCHEDULE
Schedule of Prices for Construction of the:

SYCAMORE AVE SEWER TRUNK LINE PROJECT
The bid schedule and addenda acknowledgement form shall be attached to and included within the Contract Documents.

Bid
Item Description Qty Unit
Unit
Price Total Price
1 Mobilization 1 LS
2 Bonds & Insurance 1 LS
3 Traffic Controls Plans and approval
*Includes Class 3 road closed barricades* 1 LS
4 Water Pollution/Erosion Control 1 LS
5 Potholing to Locate Utilities and Services 1 LS
6 Installation of approx 5,200LF of 15-inch PVC
SDR26 pipe and pipe materials 5,200 LF
7 Provide and install approx 8-inch PVC (DR14)
force main pipe and pipe materials 54 LF
8 Installation of 48-inch manhole, per plan 14 EA
9 Pressure Testing 1 LS
10 Post CCTV video, in PACP format 1 EA
11 Traffic Striping, Signage and Markings (in-kind) 1 LS 12 All other work as required by plans and City’s
standard specifications 1 LS
13 Demobilization 1 LS
14 Closeout documentation, transmission of redline
drawings 1 LS
Bid
Option
1 Install permanent hot mix paving and maintain
throughout Work (trench repair Standard Plan
SC-231) - Tee Cut 1 LS
Bid
Option
2 Grind and Overlay on Street, per City Standard
SC-231 - Full Lane Grind and Overlay 1 LS
532

BID SCHEDULE
(Continued)
TOTAL OF ALL ITEMS OF THE BID SCHEDULE (BID ITEMS 1-14 + BID OPTION 1):
$
(Price in figures)
(Price in words)

BID SCHEDULE
(Continued)
TOTAL OF ALL ITEMS OF THE BID SCHEDULE (BID ITEMS 1-14 + BID OPTION 2):
$
(Price in figures)
(Price in words)
Schedule of Prices for Construction of the:

SYCAMORE AVE SEWER TRUNK LINE PROJECT
SPECIAL NOTE:

Name of Bidder or Firm
533
TO: Bidding Contractors
Subject: Bid Addendum #3 - Sycamore Ave Sewer Trunk Line Project Date: March 13, 2026
Prospective Bidders for the aforementioned project are hereby advised that the Bidding Documents have been modified and or clarified as detailed below. Bidders are required to acknowledge the receipt of Addendum #3 in the designated space within the updated Bid Schedule and Addenda Acknowledgement document, and submit it along with their bid package.

REQUEST FOR INFORMATION
The following are a list of questions (with answers) that have been received to date on this project:

1. Q: Does the Owner or Subcontractor furnish the Builder's All-Risk Insurance? A: Builders All-Risk Insurance shall be the responsibility of the Subcontractor.

2. Q: What Permits and Fees does the Subcontractor need to furnish for this contract? A: City of Rialto business license, Encroachment Permit, Traffic Control Permit

3. Q: Does the Owner have a Construction Yard for this project? A: The construction yard shall be the responsibility of the Subcontractor.

4. Q: Can the Owner furnish a copy of the Geotechnical Soils Report for this project? A: See Addendum #2; Item 1. (no geotechnical soils report is available)

5. Q: Does the Subcontractor need to Signatory to the Unions for this project? A: Yes. Be bound by and signatory to a collective bargaining agreement with a labor organization whose jurisdiction covers the type of work to be performed, who is an “Approved Building Trades Department Contractor or Subcontractor,” and whose collective bargaining agreement or other applicable documentation provides a mechanism for the expeditious resolution of jurisdictional disputes. For purposes of this section, “Approved Building Trades Department Contractor or Subcontractor” means a contractor or tier subcontractor who is signatory to a labor organization that is either currently affiliated with, or previously affiliated with as of January 1, 2001, the Building and Construction Trades Department of the AFL-CIO.
534

6. Q: Can the Subcontractor shut down Sycamore Ave block by block and detour traffic around it on a daily basis?
A: See Addendum #2; Item 8

7. Q: Can the Subcontractor leave equipment out on Sycamore Ave overnight and weekends?
A: All equipment and materials shall be removed from the City right-of-way and returned to the Subcontractor’s yard at the end of each work day and when not in use.

8. Q: Does the Subcontractor need to furnish the Owner with a Construction Trailer and Temp Power for this contract? A: No construction trailer and temporary power for the owner is required for the project.

9. Q: Can the Subcontractor backfill the trench with native material in lieu of slurry? A:

Except for the pipe zone, native material may be utilized for trench backfill provided it is free of organic matter, debris, and rocks, and is certified for use by the soils firm/technician.

10. Q: Can the Subcontractor AC Base Pave the trench without a paving machine such as a Barber-Greene/Leeboy?
A: Yes.

11. Q: In the Subcontract Construction Form under Section 8.5.1 "liquidated damages", what is the correct date of Substantial Completion since the 10/28/22 date has already expired?
A: Upon execution of Subcontract with the successful subcontractor, the subcontractor shall complete all work on/before September 30, 2026. Liquidated Damages shall apply at the rate of $1,500/day for each calendar day beyond September 30, 2026.

12. Q: Does the Subcontractor need to Cold Plane & AC Cap half the street from Centerline to Lip of Gutter on Sycamore Ave? A: See Addendum #2; Clarification on Trenching, Compaction, and Street Restoration.

13. Q. Plan sheet 13 notes connecting the new 8” line to the existing force main. Please provide the flowrate of the existing force main so an adequate bypass can be planned.

A: No bypass will be needed as the Sycamore Sewer lift station is currently in bypass and the force main is not in use.

14. Q: Addendum 2 provided Bid Options 1 & 2 for the street restoration. Option 1 is the 535
nominal T-cut width of 66-inches. Option 2 is grind and overlay 12’ wide. If Option 2 is selected, the nominal trench width 42-inches will still need to be restored per Std SC-231 (excluding T-cut) before the grind and overlay. Please clarify if the cost of this should be included in Bid Option 2 or elsewhere. A: Yes, the cost for restoring per Standard SC-231 shall be included in the Bid Option 2 line item cost.

15. Q: For both Options 1 & 2 in Add-2, can the Owner change the quantities from 1 LS to Square Footage? A: Bid item is for LS. Subcontractors may make their own conversions to desired units as needed for its bid.

16. Q: For both Options 1 & 2 in Add-2, will the owner pay extra work for any additional Width that the CIty of Rialto requires the Subcontractor to either AC Base Pave or Grind & Overly? A: Please refer to the bid clarification. If work to be performed is materially different than that outlined in the “clarification” section, the owner will consider extra work as outlined in the contract documents.

17. Q: In Add-2 for Bid Option-2, please clarify that the Grind & Overlay "Full Lane Grind & Overlay" is for the 12' Wide only under "d"? A: Please reference Addendum 2

18. Q: In Add-2 for Bid Option-1, please clarify that the Install Permanent Hot Mix "Tee Cut" is for the 66" AC Base Pavement Restoration only under "b"? A: Please reference Addendum 2

19. Q: Please clarify if the 120 working days are inclusive of Friday since there are no inspections on Friday. Would 4/10s suffice? A: The 120 working days are inclusive of Fridays. No, 4 - 10 hr days are not permitted. Work week is M-F, 7AM-4PM. Veolia will be onsite daily (including Friday’s) to perform oversight, as necessary.

20. Q: How much will an encroachment permit be? A: This information can be found on the City’s website. www.rialtoca.gov

21. Q: The plans reference SC-123 as the trench detail, however the standard plans do not have those plans. The closest is SC-231. Please clarify. A: See clarification below.

22. Q: Is the existing trunk line to be removed? Please confirm or deny. A: The existing 8” sewer main will not be removed during this project.

23. Would the City approve Armorock polymer concrete as an alternate bid option for manholes specified with corrosion protection requirements? If acceptable, may Armorock polymer concrete be included as a named alternate bid item on the bid form for the 536
applicable structures? A: The City shall not accept supplementary bid items, and Subcontractors are required to adhere strictly to the manhole standards specified in the Drawings and Specifications contained within the Request for Proposal.

CLARIFICATION ON BID OPTION 1 AND BID OPTION 2
Bid Clarification: Paving Restoration Options
Bidders are required to provide separate pricing for two potential pavement restoration scenarios. The final selection will be made by the City at a later date. Please provide line-item pricing for the two options.

Instructions to Bidders: Please ensure your bid schedule clearly identifies the unit price and total cost for each option. The City reserves the right to select either option for any portion of the project.

Bid Option 1 and Bid Option 2 are meant to provide the City with cost options for paving. Only one Option will be selected.

CLARIFICATION ON DRAWINGS TITLE PAGE
Title Sheet - General Note 12 - There is a typo on this note, the drawing number reference is incorrect and should be SC-231, not SC-123.
537
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RESOLUTION NO. XXXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RIALTO, CALIFORNIA AMENDING ITS 2025-2026 WASTEWATER FISCAL YEAR BUDGET
WHEREAS, the budget for fiscal year 2025-2026 of the City of Rialto has been adopted by this Council in its original form, and said budget will need to be amended at times to fulfill the goals of the City; and
WHEREAS, the City departments may not exceed their appropriations by character of expense, with character of expense being defined as personnel services, services and supplies, capital outlay, debt service and transfers, without the consent of the City Manager; and WHEREAS, the City Manager may transfer appropriations between departments and within their respective funds, as long as those appropriations do not exceed their fund total unless approved by Council.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RIALTO AS FOLLOWS:

Section 1. The above recitals are true and correct.

Section 2. The City Council hereby approves an appropriation in the amount of $3,091,098 from available Wastewater Enterprise funds for the Sycamore Ave Sewer Trunk Line Project. Said funds shall be transferred to the Construction Trust Account established pursuant to the Trust Agreement in order to fund eligible capital expenditures authorized through a Final Construction Work Authorization (FCWA) under the Concession Agreement.

Section 3. The City of Rialto’s City Manager or their designee is hereby authorized and directed to execute the Budget Amendment and any amendments thereof. 538
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Section 4. This resolution shall take effect immediately upon its passage.

PASSED, APPROVED AND ADOPTED this 12th day of May, 2026. _______________________________
JOE BACA, Mayor
ATTEST:
_________________________________
BARBARA A. McGEE, City Clerk
APPROVED AS TO FORM:
_________________________________
ERIC S. VAIL, City Attorney
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss

Upon motion of _______________, seconded by __________________, the foregoing Resolution No. was duly passed and adopted.

Vote on the motion:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and the Official Seal of the City of Rialto this 12th day of May 2026.
___________________________________
BARBARA A. McGEE, City Clerk
540
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RUA RESOLUTION NO. XX-XX

A RESOLUTION OF THE RIALTO UTILITY AUTHORITY BOARD OF THE CITY OF RIALTO, CALIFORNIA AMENDING ITS 2025-2026 WASTEWAATER FISCAL YEAR BUDGET.

NOW, THEREFORE, BE IT RESOLVED BY THE RIALTO UTILITY AUTHORITY OF THE CITY OF RIALTO AS FOLLOWS:

Section 1. The above recitals are true and correct.

Section 2. The Rialto Utility Authority Board hereby approves an appropriation in the amount of $3,091,098 from available Wastewater Enterprise funds for the Sycamore Ave Sewer Trunk Line Project. Said funds shall be transferred to the Construction Trust Account established pursuant to the Trust Agreement in order to fund eligible capital expenditures authorized through a Final Construction Work Authorization (FCWA) under the Concession Agreement.

Section 3. The Rialto Utility Authority’s Executive Director or their designee is hereby authorized and directed to execute the Budget Amendment and any amendments thereof. 541
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Section 4. This resolution shall take effect immediately upon its passage.

PASSED, APPROVED AND ADOPTED this 12th day of May, 2026. _______________________________
JOE BACA, President
ATTEST:
_________________________________
BARBARA A. McGEE, Secretary
APPROVED AS TO FORM:
_________________________________
ERIC S. VAIL, Board Counsel
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss

Upon motion of _______________, seconded by __________________, the foregoing RUA Resolution No. was duly passed and adopted.

Vote on the motion:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and the Official Seal of the City of Rialto this 12th day of May 2026.
___________________________________
BARBARA A. McGEE, Board Secretary
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City of Rialto
Legislation Text
File #: 26-0297, Version: 1, Agenda #: TAB2
For City Council Meeting May 12, 2026
TO: Honorable Mayor and City Council
APPROVAL: Tanya Williams, City Manager
FROM: Yazdan Emrani, P.E., Director of Public Works
Request City Council to: (1) Approve a First Amendment to the Professional Services Agreement with Fountainhead Consulting Corporation for the Provision of Interim Capital Improvement Project Engineering Manager Services in the Amount of $200,000, Bringing the Total Contract Cost to a Notto-Exceed Amount of $295,000; and (2) Authorize the City Manager or Their Designee to Execute All Related Documents.
(ACTION)

RECOMMENDED
Staff recommends that the City Council:
1) Approve a first amendment to the professional services agreement with Fountainhead Consulting Corporation (Fountainhead) for the provision of interim Capital Improvement Project (CIP) engineering manager services in the amount of $200,000, bringing the total contract cost to a not-to-exceed amount of $295,000; and 2) Authorize the City Manager or their designee to execute all related documents.

BACKGROUND
The Public Works Department has the responsibility for managing and delivering the CIP projects in the City, and the CIP Engineering Manager plays an integral role in ensuring that projects keep moving forward in an efficient manner. In early November 2025, the City’s full-time CIP Engineering Manager left the City of Rialto, necessitating the engagement of a consultant to provide these services until a new full-time staff member could be hired. Due to the urgent need to maintain progress on CIP project management and delivery, the initial agreement was executed in the amount of $95,000 under the authority of the City Manager. City Council approval is now required to execute a First Amendment to the agreement. The current agreement term is set to expire on December 16, 2026.

ANALYSIS/DISCUSSION
In November 2025, the City’s CIP Engineering Manager resigned. To maintain continuity in the delivery of CIP projects, the City engaged a consultant to serve as Interim CIP Engineering Manager while initiating a recruitment process to fill the position.

The Public Works Department solicited proposals from its on-call consultant list for these services.

Fountainhead and TKE Engineering submitted proposals. After evaluation, Fountainhead was determined to provide the most qualified candidate, who was already supporting several City CIP City of Rialto Page 1 of 3 Printed on 5/7/2026
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File #: 26-0297, Version: 1, Agenda #: TAB2
determined to provide the most qualified candidate, who was already supporting several City CIP projects and possessed a strong familiarity with the City’s processes and protocols. Based on this experience and the candidate’s background in both contract and construction management, staff determined that a sole-source agreement with Fountainhead was in the City’s best interest.

The current Public Works labor market remains highly competitive, particularly for recruiting technical staff, such as civil engineers and project managers with CIP experience. The City has conducted recruitment efforts, and applications are currently under review for preliminary interviews. Due to the foregoing, as well as the extended timeframe required to recruit and onboard a qualified CIP Manager, staff recommends the proposed course of action. These market conditions have made it increasingly challenging to attract candidates with the necessary experience and expertise in a timely manner, and the recommendation reflects a practical approach to maintaining continuity and progress on critical projects. Recruitment will remain open on a continuous basis until a qualified candidate is selected.

Accordingly, staff recommends that the City Council authorize the First Amendment to the Professional Services Agreement with Fountainhead in an additional amount of $200,000, for a total not-to-exceed amount of $295,000. The proposed First Amendment is provided as Attachment 1, and Fountainhead’s updated Disclosure Statement is included as Attachment 2.

ENVIRONMENTAL IMPACT
This request is not a Project as defined by Section 15378 of the California Environmental Quality Act (CEQA) Guidelines. A “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. Pursuant to Section 15378(b)(5), a project does not include organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

GENERAL PLAN CONSISTENCY
This action is consistent with Guiding Principle 2 of the General Plan:
“First impressions matter. The quality and standards of our streetscapes and public spaces will reflect the high quality of development we require.”
This action is also consistent with Guiding Principle 3 of the General Plan:
“Our City Government will lead by example, and will operate in an open, transparent, and responsive manner that meets the needs of the citizens and is a good place to do business.” LEGAL REVIEW:

The City Attorney’s Office has reviewed the First Amendment and approved it as to form.

FINANCIAL IMPACT:

Operating Budget Impact
The additional cost of services provided by Fountainhead Consulting Corporation is a not-to-exceed amount of $200,000, for a total contract amount of $295,000. Sufficient funding is available in the General Fund, Account 10107265-52011, for the remainder of the fiscal year and in the proposed City of Rialto Page 2 of 3 Printed on 5/7/2026
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File #: 26-0297, Version: 1, Agenda #: TAB2
budget for the next fiscal year.

Capital Budget Impact:

This action has no impact on the Capital Budget.

Licensing
Prior to the execution of the First Amendment, the vendor shall pay an updated Business License tax as well as Administration and State Fees.

City of Rialto Page 3 of 3 Printed on 5/7/2026
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Rialto City CouncilMay 12, 2026

Rialto City Council
May 12, 2026