FISCAL IMPACT:
There is no impact to the General Fund.
The total construction costs for phase 2 is listed in the table A below:
Table A
FS Contractors $1,295,662.50
10% Contingency $129,566.25
Total Construction Costs – Phase 2 $1,425,288.75
Phase 2 is funded with two funding sources. The first source is a congressional earmark from Congressman Robert Garcia in the form of a grant received through the Department of Housing and Urban Development (HUD) in the amount of $1,116,279.
The remaining funding in the amount of $309,009.75 to complete construction for phase 2, will be transferred from the City’s 2018 Parks Bond Act.
STRATEGIC PLAN 2023-25:
This agenda item aligns with the City of Bell 2023-25 Strategic Plan:
Target 1 – Energizing Economic Potential
Goal 2 – Implement improvements to Florence and Walker
ATTACHMENT:
1) Attachment A – Contract Agreement
2) Attachment B – Site Map
01135.0006 2131695.1
AGREEMENT FOR PUBLIC WORKS SERVICES
By and Between
CITY OF BELL
and
FS CONTRACTORS, INC.
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AGREEMENT FOR PUBLIC WORKS SERVICES
BETWEEN THE CITY OF BELL AND
FS CONTRACTORS, INC.
THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into this ____ day of 2026 by and between the CITY OF BELL, a charter city (“City”) and FS CONTRACTORS, INC., a California corporation (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.
B. Following submission of the lowest responsible and responsive bid for the performance of the services, Contractor was selected by the City to perform those services.
C. Pursuant to the Bell Municipal Code, City has authority to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor for performance of the services 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. WORK OF CONTRACTOR
1.1 Scope of Work.
In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.
Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.
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1.2 Bid Documents.
The Scope of Work shall include the “General Provisions” and “Special Provisions” in the bid documents for the project entitled, PRITCHARD FIELD IMPROVEMENT PROJECT PHASE 2 IN THE CITY OF BELL, including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.
1.4 Compliance with California Labor Law.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
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(e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program.
Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (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 one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“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.”
Contractor’s Authorized Initials ________
(i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
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pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor 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 from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.
(b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.
(e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.
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1.7 Protection and Care of Work and Materials.
The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, 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 City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.
1.8 Warranty.
Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.
Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.
Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.
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1.9 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 hereafter specified, neither party shall be responsible for the service of the other.
1.10 Additional Work and Change Orders.
(a) City 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 Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such
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detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.
1.11 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Two Hundred Ninety-Five Thousand Six Hundred SixtyThree Dollars ($1,295,663) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.
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 less the contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded; 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 Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City.
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Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories.
Contractor shall not invoice City for any duplicate services performed by more than one person.
City shall, as soon as practicable, independently review each invoice submitted by the Contractor 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 Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.
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.
Contractor 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) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the
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Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
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 Contractor, 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 City, if the Contractor 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’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Inspection and Final Acceptance.
City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively.
3.5 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
Jose Angel Fierros __________ President ________________ (Name) (Title)
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It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement.
Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.
All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Rita Montalvo, or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.
The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a
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partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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 City. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. 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 City. 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance Coverages.
Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this
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Agreement and Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Contractor 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 include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. (c) Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in
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accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) Enforcement of contract provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements
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required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be 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 Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor 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 and attorneys’ fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, 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
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activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor 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 Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.
In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same.
Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City 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 Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder 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 Contractor and shall survive termination of this Agreement.
5.4 Notification of Third-Party Claims.
City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.
5.5 Performance and Labor Bonds.
Concurrently with execution of this Agreement Contractor shall deliver to the City, the following:
(a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement.
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Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement.
5.6 Sufficiency of Insurer or Surety.
Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s 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 (“Risk Manager”) due to unique circumstances. 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 City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager.
5.7 Substitution of Securities.
Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor.
5.8 Release of Securities.
City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required 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 City, 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 City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Reports.
Contractor 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. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor 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, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City 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 Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use.
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Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, 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 be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, 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. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City 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 Los Angeles, State of California, or any other appropriate court in such county, and Contractor 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
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Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.
7.2 Disputes.
(a) Default; Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor 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 Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.
Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
(b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to Contractor (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 City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City 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
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Contractor 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. Notwithstanding any contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of One Thousand Dollars ($1,000.00) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities.
7.8 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be
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specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor 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 the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor.
If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City 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 Contractor 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 City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.
7.10 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
7.11 Unfair Business Practices Claims.
In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which
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may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest.
Contractor 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 City or which would in any way hinder Contractor’s performance of services under this Agreement. Contractor 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. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
No officer or employee of the City 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, interested, in violation of any State statute or regulation. The Contractor 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.
8.3 Covenant Against Discrimination.
Contractor 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, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor 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 City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
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Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, CA 90201, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All correspondence relating to this Agreement shall be serialized consecutively.
9.2 Interpretation.
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.
9.3 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.
9.4 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 Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
9.5 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.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of
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“financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.
Contractor’s Authorized Initials _______
9.7 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. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF BELL, a charter city
____________________________________
Ali Saleh, Mayor
ATTEST:
Angela Bustamante, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Danny Aleshire, City Attorney
CONTRACTOR:
FS CONTRACTORS, INC., a California
corporation
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
Address:
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
01135.0006 2131695.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
01135.0006 2131695.1 A-1
EXHIBIT “A”
SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the “General Provisions” and “Special Provisions” included in the bid documents for the project entitled PRITCHARD FIELD IMPROVEMENT PROJECT PHASE 2 IN THE CITY OF BELL, including any documents or exhibits referenced therein.
II. Brief description of the work to be performed:
The project generally consists of construction of permeable asphaltic concrete pavement, construction of concrete curb and gutter and required adjacent pavement, sidewalk, driveway approach, construction of concrete curb and walkways, installation of synthetic turf and stabilized decomposed granite, install concrete pavers, furnish and install picnic shelters, light poles and fixtures, lighting and electrical system, park furniture including benches, picnic tables, litter receptacles, drinking fountain, adjustment of existing catch basins and installing dry wells, furnish and install perimeter fence with single and double gates, construction of concrete perimeter wall with integrated lighting, furnish and install perimeter fence panels, furnish and install vehicular gate, install new irrigation system, install landscaping, install mulch in landscape areas, furnish and install trees, furnish and install decorative boulders, install pavement markings and striping, install parking signs, furnish and install concrete wheel stops, furnish and install an informational kiosk, install city- furnished entry monument, provide 90 day maintenance for installed landscape and irrigation system; and other incidentals and appurtenant work necessary for construction of the project per the plans and specifications.
III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering the following status reports:
A. Such status reports as and when requested by the Contract Officer.
IV. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.
V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.
01135.0006 2131695.1 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.
The following sentence shall be added to the end of Section 5.5:
“If the Contract Sum is increased, Contractor shall increase the amounts of the performance bond and payment bond in the same or greater amount as the increase in the Contract Sum.”
01135.0006 2131695.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the bid documents submitted as part of Contractor’s proposal, and listed below:
BASE BID SCHEDULE PUBLIC
WORKS DEPARTMENT
OF THE CITY OF BELL
PRITCHARD FIELD IMPROVEMENT PROJECT PHASE 2 CIP
25-3062
7006 WALKER AVE, BELL, CA 90201
FY 2025-2026
Item
No. Description Qty Unit Unit Cost Total Cost
1 Mobilization and Demobilization
{This amount included Traffic Control and Construction Sign shall not exceed 5% of the total bid amount)
1 LS $50,000 $50,000
2 Erosion Control - Best Management Practices {BMPS), temporary water pollution control. 1 LS $5,000 $5,000
3 Remove existing landscape, clear and grub. 1 LS $5,000 $5,000 4 Backfill trench {next to the transformer) and grade site 1 LS $3,000 $3,000 5 Remove two {2) existing driveway approaches 345 SF $4 $1,380 6 Remove existing PCC curb and gutter and one-foot-wide strip of adjacent AC Pavement {pavement depth + 1 inch) 200 LF $10 $2,000 7 Remove existing PCC sidewalk 1,080 SF $3 $3,240
8 Construct 24 ft wide driveway approach per SSPWC STD PLAN 110-2, TYPE C. 225 SF $14 $3,150
9 Construct concrete curb & gutter per SPPWC STD PLAN 112-2 & 120-3 Type A2-6- and 1-foot-wide strip of adjacent AC
pavement {existing depth +1")
200 LF $60 $12,000
10 Construct concrete sidewalk per SPPWC STD PLAN 112-2 & 113-2. 1,455 SF $12 $17,460
11 Construct 4" thick concrete paving in dog park, natural gray color, with medium broom finish. Joints per project
specifications.
1,325 SF $12 $15,900
12 Construct 6" curb and gutter & local depression at existing catch basin in parking lot per SPPWC STD PLAN 120-3 Type A2-6 & 313-4. 180 LF $55 $9,900 13 Remove catch basin frame and cover. Trim existing catch basin box to flow line elevation. 4 EA $6,000 $24,000
01135.0006 2131695.1 C-2
14 Construct dry well 8' depth. Contractor to perform a drainage test to confirm exact area of work to be performed. Keep clear min 6" from edge of walkway and planting.
10 EA $3,000 $30,000
15 Construct 3" ac permeable pavement over 4" thick aggregate base on compacted native soil. Process soil per "Greenbook". 7,700 SF $8.50 $65,450 16 Install parking lot pavement striping and markings, furnish and install signs per plans and specifications 1 LS $7,000 $7,000 17 Furnish & install 6' long concrete wheel stops. 20 EA $120 $2,400 18 Excavate, haul-away and dispose existing native soil, furnish & install 4" thick decomposed granite {2" lifts), color California Gold w/stabilizer over compacted 4" thick CMB material. 5,435 SF $6 $25,320
19 Furnish & install synthetic turf per plans and specifications and manufacturer's recommendations {K9 Grass Classic + by Forever Lawn)
3,110 SF $18 $55,980
20 Furnish and install 24" x 36" single station information kiosk:
Demonstration Garden: Custom Digifuse panel by coast recreation.
Contact Eric Lewis at RecWest Outdoor Products,
Inc. (818} 590-0312.
3 EA $5,000 $15,000
21 Furnish & install concrete pavers at picnic areas:
4" x 8" 'Holland Stone' By 'Belgard'. 60mm. Pavers set on a concrete base. herringbone pattern w/ band. Color: Rio. per manufacturer's recommendations.
990 SF $22 $21,780
22 Furnish & install 'Aqualine' permeable pavers:
4-1/2" x 9" by 'Belgard'. 80mm. Sand setting bed. Herringbone pattern w/ band. Color: Rio. per manufacturer's
recommendations.
1,120 SF $22 $24,640
23 Furnish & install boulders:
Baja Cresta 3'-4'. Distributor: Decorative Stone Solutions. 20 EA $450 $9,000 24 Furnish & install 4' H Elite Double Wire Fence;
6' panel, face mounting by Omega Fence Systems w/ metal dog silhouette. Post embedded to 12" wide concrete mow curb.
Color: Black. Supply shop drawings for City approval prior to installation.
245 LF $340 $83,300
25 Furnish & install 4' H Elite Double Wire Gate;
Model #: C-GPM30XX48 by Omega Fence Systems. Color: Black. Inground post. Supply shop drawings for City approval prior to installation.
2 EA $4,000 $8,000
26 Furnish & Install Boundary Fence;
Decorative metal panels 4' H x 4' W decorative panels on top of 12" H x 12" wide concrete curb wall. Panel color: Black. Supply shop drawings for City approval prior to installation.
180 LF $550 $99,000
27 Furnish & Install 12" H x 12" W concrete curb wall per details E, F, & G, sheet CD2. 180 LF $90 $16,200
28 Furnish & Install Boundary Pedestrian Gates;
5' H x 8' W Double Swing Gates W/ 4' X 4' Decorative Panels. Panel Color: Black. Supply Shop Drawings for City approval prior to installation.
1 LS $14,000 $14,000
29 Furnish & Install Boundary Vehicular Gates with Track; (1} 21'-6" L x 5' H & (1} 8'-9" L x 5' H Double Sliding Gates With 4' x 4' Decorative Panels. Panel Color: Black. Supply Shop
Drawings for City approval prior to installation.
1 LS $28,000 $28,000
01135.0006 2131695.1 C-3
30 Furnish & install 'Charlie' steel picnic table by 'Landscape Forms', without umbrella hole,surface mount, powdercoat color: Titanium Metallic.
4 EA $8,000 $32,000
31 Furnish & install 'Stay' bench by 'Landscape Forms', style: backed bench 2 divider, paver mount, powdercoat color:
Titanium Metallic.
2 EA $5,000 $10,000
32 Furnish & install 'Petoskey' litter receptacle by 'Landscape Forms', Style: backed bench 2 divider, paver mount, powdercoat color:
Titanium Metallic.
3 EA $3,000 $9,000
33 Furnish & install drinking fountain by 'Most Dependable Fountains, Inc.' Model: 10145 SM W/ pet fountain & bottle filler, Color: Green. (M.D.F., INC. 901-867-0039} Contractor to install drywell adjacent drinking fountain, see detail B, sheet
CP2.
1 EA $10,000 $10,000
34 Furnish & install 9' twist concrete bench by 'QCP' Model: Q1- TW108-B. Color: French Gray, finish: Craftsmen Etch 2 EA $6,200 $12,400 35 Furnish & install 20'x20' Icon shade structure with (2} electrical outlets in post and shelter lights on beam, see electrical drawings.
Construct 7' H columns w/ concrete cap around post. Model:
SQ20M2C-P6, by Icon Shelter Systems Inc., roof Color:
Patina Green, frame color: Slate.
2 EA $60,000 $120,000
36 Furnish & install overhead shade structure - Leaf Shelter, By 'Poligon'. Model: Lef-8x14 multi-rib roof. Frame color: Surrey Beige, roof color: Evergreen.
2 EA $51,000 $102,000
37 Furnish & install pet waste station and footing, by Uline model: H2898 (sign}, H-2897 (dispenser}, H-3491 (receptacle}, & H-1662 (post}.
2 EA $2,000 $4,000
38 Furnish & install new 48" Box trees including fertilizers and/or amendments and root barrier, as shown on the plans and as described in the detail drawings and specs.
5 EA $2,000 $10,000
39 Furnish & install new 36" Box trees including fertilizers and/or amendments and root barrier, as shown on the Plans and as described in the detail drawings and specs.
8 EA $1,000 $8,000
40 Furnish & install new 24" Box trees including fertilizers and/or amendments and root barrier, as shown on the plans and as described in the detail drawings and specs.
14 EA $500 $7,000
41 Furnish & install new 15 gal. container plants including fertilizers and/or amendments, as shown on the plans, and as
described in the detail drawings and specs.
27 EA $150 $4,050
42 Furnish & install new 5 gal. container plants including fertilizers and/or amendments, as shown on the Plans, and as described in the detail drawings and specs.
700 EA $45 $31,500
43 Furnish & install new 1 gal. container plants including fertilizers and/or amendments, as shown on the Plans and as described in the detail drawings and specs.
109 EA $15 $1,635
44 Furnish & install shredded bark mulch to a minimum depth of 3" over all planting areas as shown on the drawings and specs. 9,615 SF $1 $9,615 45 Provide 90 day of Landscape & Irrigation maintenance to include weeding, trash, and debris removal, testing and repairing irrigation system, trimming to remove dead wood and correct
erratic growth. No hedging, balling, or shearing is required. 1 LS $15,000 $15,000
01135.0006 2131695.1 C-4
46 Furnish and install complete irrigation system per plans and specifications including trenching and backfilling to accommodate installation of mainlines, lateral lines, spray valves and heads, valves, pipe sleeves and all other needed
parts.
1 LS $18,000 $18,000
47 Furnish & install new Junction Boxes at electrical stub outs as shown on the drawings and specs.
2 EA $1,000 $2,000
48 Furnish & install new shade structure branch wiring for lighting #12 & 1#12 GND IN 1" C. 1 LS $7,000 $7,000
49 Furnish & install new shade structure branch wiring for GFCI receptacles 2#10 & 1#10 GND IN 1" C. 1 LS $5,000 $5,000 50 Furnish & install new electrical GFCI outlets at picnic areas shade structure as shown on the drawings and specs.
6 EA $500 $3,000
51 Furnish & install new 4' Linear all mounted LED system direct (A), wet location, motion sensor at picnic areas shade structures as shown on the drawings and specs.
8 EA $750 $6,000
52 Furnish & install footing and new Solar Urban Pole and Light Fixture (B), Bug Rating B1-U0-G2, Type 3 distribution as shown on the drawings and specs.
5 EA $7,500 $37,500
53 Furnish & install footing and new Solar Urban Pole and Light Fixture (C), Bug Rating B1-U0-G2, Type 4W distribution as shown on the drawings and specs.
4 EA $7,500 $30,000
54 Furnish & install new 6" Dia. In-ground LED Up Light Fixture (D), distribution as shown on the drawings and specs.
42 EA $2,500 $105,000
55 Furnish & install new Mount WP GFCI/WP ECB 20A 208/120V on Structure as shown on the drawings and specs.
1 LS $3,000 $3,000
56 Furnish & install new 120V 20A Astronomical Time Clock GFCI, TR WP as shown on the drawings and specs.
1 LS $2,500 $2,500
57 Furnish & install new Astronomical WP Time Switch 1 hr max to control Type A as shown on the drawings and specs.
1 LS $2,500 $2,500
58 Furnish & install new (2)-1"C Conduit Stub Out as shown on the drawings and specs
470 LF $12 $5,640
59 Allowance for conduits/wiring/connections, etc. 1 LS $5,000 $5,000 60 Furnish & install new 6” layer of topsoil adding fertilizer tables for each plant and adjusting finish grade when backfilling as described in the detail drawings and specs.
9,615 SF $1.50 $14,422.50
61 Furnish & install new 6” wide concrete mowstrip at trees within DG paving as described in the detail drawings and specs.
145 LF $40 $5,800
BASE BID SCHEDULE TOTAL AMOUNT IN NUMBERS $1,295,662.50 BASE BID SCHEDULE TOTAL AMOUNT IN WORDS: One Million, Two Hundred Ninety-Five Thousand, Six Hundred Two and Fifty Cents
01135.0006 2131695.1 C-5
II. A retention of five percent (5%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services.
III. Within the budgeted amounts for each item listed above, and with the approval of the Contract Officer, funds may be shifted from one item’s subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10.
IV. The City will compensate Contractor for the services performed upon submission of a valid invoice.
V. The total compensation for the services shall not exceed the amount provided in Section
2.1 of this Agreement.
01135.0006 2131695.1 D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work timely in accordance with the following schedule:
Days to Perform Deadline Date
A. Task A Provide
Construction
Schedule
Within ten (10)
days of
Agreement
execution.
B. Task B Perform and
Complete all
Construction
Work
Within sixty (60)
working days
from the City’s
issuance of the
Notice to
Proceed.
II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
01135.0006 2131695.1 D-1
PERFORMANCE BOND
WHEREAS, the CITY OF BELL, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as
follows:__________________________________________________; WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the said Contract and any alteration thereof, made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.
FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.
Executed on 20___.
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
01135.0006 2131695.1 D-2
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
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. Certified copy of Power of Attorney must be attached.
01135.0006 2131695.1
PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF BELL, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as
follows:__________________________________________________; WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any work, materials, services, provisions, provender, or other supplies, or for the use of implements of machinery, used in, upon, for, or about the performance of the work to be done, or for any work or labor thereon of any kind; (2) for work performed by any of the persons named in Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract; and/or (4) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void.
This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum.
Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.
01135.0006 2131695.1
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
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. Certified copy of Power of Attorney must be attached.
01135.0006 2131695.1
WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of BELL
Project: _____________________________________________
Type of Insurance: Workers' Compensation and
Employers' Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in conformance with the requirements of Article 5 of the Contract and is in force at this time, and is in a form approved by the Insurance Commissioner.
The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to any cancellation of said policy.
POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Workers' Compensation:
Statutory Limits Under the Laws
of the State of California
Employers' Liability:
$_________________ Each Accident
$_________________ Disease - Policy Limit
$_________________ Disease - Each Employee
Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By
(Company Representative)
(SEE NOTICE ON NEXT PAGE)
01135.0006 2131695.1
Insurance Company Agent for Service
of Process in California:
Name
Agency
Street Number
City and State
Telephone Number
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 policy 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 policy described herein is subject to all the terms, exclusions, and conditions of such policy.
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.
01135.0006 2131695.1
ADDITIONAL INSURED ENDORSEMENT
COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard
01135.0006 2131695.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager, City of BELL, 6330 Pine Avenue, Bell, California 90201.
10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
General Liability Endorsement □
12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
01135.0006 2131695.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01135.0006 2131695.1
ADDITIONAL INSURED ENDORSEMENT
AUTOMOBILE LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard
01135.0006 2131695.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of BELL
6330 Pine Avenue
BELL, California 90201
10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □
12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
01135.0006 2131695.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01135.0006 2131695.1
ADDITIONAL INSURED ENDORSEMENT
EXCESS LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.
01135.0006 2131695.1
8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of BELL
6330 Pine Avenue
BELL, California 90201
10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
□ Following Form
□ Umbrella Liability
□
11. Applicable underlying coverages:
INSURANCE COMPANY POLICY NO. AMOUNT
12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages:
13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
14. This is an □ occurrence or □ claims made policy (check one).
15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
01135.0006 2131695.1
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
QTY. DESCRIPTION REMARKS/DETAIL BID
STATUS SYM.
CONSTRUCTION LEGEND
CONSTRUCT 4" THICK CONCRETE PAVING IN DOG PARK, NATURAL GRAY COLOR, WITH MEDIUM BROOM FINISH. JOINTS PER PROJECT SPECIFICATIONS.
DETAIL 'A', SHEET CD-1
1,325 SF BASE
BID
7,700 SF BASE
BID
CONSTRUCT 3" AC PERMEABLE PAVEMENT OVER 4" THICK
AGGREGATE BASE ON COMPACTED NATIVE SOIL. PROCESS SOIL
PER "GREENBOOK".
4 EA
BASE
BID
DETAIL 'B', SHEET CD-1
5,435 SF BASE
BID
EXCAVATE, HAUL-AWAY AND DISPOSE EXISTING NATIVE SOIL,
FURNISH & INSTALL 4" THICK DECOMPOSED GRANITE (2” LIFTS), COLOR CALIFORNIA GOLD W/STABILIZER OVER COMPACTED 4“ THICK CMB MATERIAL.
DETAIL 'C', SHEET CD-1
BASE
BID
1 EA FURNISH & INSTALL ADA PARKING LOT SIGN
BASE
BID
FURNISH & INSTALL 4' H ELITE DOUBLE WIRE FENCE, 6' PANEL, FACE
MOUNTING BY OMEGA FENCE SYSTEMS W/ METAL DOG
SILHOUETTE. POST EMBEDDED TO 12" WIDE CONCRETE MOW CURB.
COLOR: BLACK. SUPPLY SHOP DRAWINGS FOR CITY APPROVAL
PRIOR TO INSTALLATION.
245 LF
180 LF
1 2
3 5
12 15
FURNISH & INSTALL CONCRETE PAVERS AT PICNIC AREAS: 4" x 8" 'HOLLAND STONE' BY 'BELGARD'. 60MM. PAVERS SET IN CONCRETE BASE. HERRINGBONE PATTERN W/ BAND. COLOR: RIO, PER
MANUFACTURER'S RECOMMENDATION.
990 SF
DETAIL 'D', SHEET CD-1
FURNISH & INSTALL 'CHARLIE' STEEL PICNIC TABLE BY 'LANDSCAPE
FORMS', WITHOUT UMBRELLA HOLE, SURFACE MOUNT,
POWDERCOAT COLOR: TITANIUM METALLIC.
BASE
BID
20 BASE
BID
14 FURNISH & INSTALL BOUNDARY FENCE;
DECORATIVE METAL PANELS 4' H x 4' W DECORATIVE PANELS ON TOP OF 12" H x 12" W CONCRETE CURB WALL. PANEL COLOR:
BLACK. SUPPLY SHOP DRAWINGS FOR CITY APPROVAL PRIOR TO
INSTALL.
BASE
BID
16 FURNISH & INSTALL SYNTHETIC TURF PER PLANS AND
SPECIFICATIONS AND MANUFACTURER’S RECOMMENDATIONS (K9
GRASS CLASSIC + BY FOREVER LAWN)
3,110 SF BASE
BID
4 1 LS BASE
BID
10 INSTALL PARKING LOT PAVEMENT STRIPING AND MARKINGS, PER PLANS AND SPECS.
180 LF BASE
BID
8 CONSTRUCT 6" CURB AND GUTTER & LOCAL DEPRESSION AT
CATCH BASIN IN PARKING LOT.
225 SF BASE
BID
9 CONSTRUCT 24 FT WIDE DRIVEWAY APPROACH.
SPPWC STD PLAN 120-3
TYPE A2-6 & 313-4
20 EA BASE
BID
13 DETAIL 'D'. SHEET CD-2
FURNISH & INSTALL 6' LONG CONCRETE WHEEL STOP. SUPPLY
PRODUCT CUT SHEET AND CONFIRM WITH CITY PRIOR TO
PURCHASE.
BASE
BID
17 BASE
BID
BASE
BID
19 21
2 EA
FURNISH & INSTALL 4' H ELITE DOUBLE WIRE GATE,
MODEL #: C-GPM30XX48 BY OMEGA FENCE SYSTEMS.
COLOR: BLACK. IN-GROUND POST. SUPPLY SHOP DRAWINGS FOR
CITY APPROVAL PRIOR TO INSTALL
22 2 EA
PROVIDE & INSTALL 'STAY' BENCH BY 'LANDSCAPE FORMS',
STYLE: BACKED BENCH 2 DIVIDER, PAVER MOUNT,
POWDERCOAT COLOR: TITANIUM METALLIC.
BASE
BID
6 FURNISH & INSTALL 'AQUALINE' PERMEABLE PAVER PATHWAY:
4-1/2" x 9" BY 'BELGARD'. 80MM. SAND SETTING BED. HERRINGBONE PATTERN W/ BAND. COLOR: RIO, PER MANUFACTURER'S
RECOMMENDATION.
1,120 SF
DETAIL 'E', SHEET CD-1
BASE
BID
DETAIL 'F', SHEET CD-1
FURNISH & INSTALL BOULDERS
BAJA CRESTA 3'-4'
DISTRIBUTOR: DECORATIVE STONE SOLUTIONS
20 EA
7 DETAIL 'C', SHEET CD-2
DETAIL 'A', SHEET CD-2
DETAIL 'E', 'F', & G.
SHEET CD-2
DETAIL 'A3', SHEET CD-3
INSTALL PER MANUF.
RECOMMENDATIONS.
DETAIL 'C', SHEET CD-1
DETAIL 'A', SHEET CD-3
INSTALL PER MANUF.
RECOMMENDATIONS.
DETAIL 'B', SHEET CD-3
INSTALL PER MANUF.
RECOMMENDATIONS.
DETAIL 'C', SHEET CD-3
INSTALL PER MANUF.
RECOMMENDATIONS.
BASE
BID
2 EA FURNISH & INSTALL ADA PARKING STALL SIGN
11 DETAIL 'B', SHEET CD-2
SSPWC STD PLAN 110-2,
TYPE C
DETAIL 'G', SHEET CD-1
CONSTRUCT CONCRETE CURB AND GUTTER WITH 1-FOOT-WIDE
STRIP OF ADJACENT AC PAVEMENT (EXISTING DEPTH +1”).
SPPWC STD PLAN 112-2 &
120-3 TYPE A2-6
200 LF BASE
BID
FURNISH & INSTALL BOUNDARY PEDESTRIAN GATES;
5' H x 8' W DOUBLE SWING GATES W/ 4' x 4' DECORATIVE PANELS.
PANEL COLOR: BLACK. SUPPLY SHOP DRAWINGS FOR CITY
APPROVAL PRIOR TO INSTALLATION.
1 EA
FURNISH & INSTALL BOUNDARY VEHICULAR GATES WITH TRACK;
(1) 21'-6" L x 5' H & (1) 8'-9" L x 5' H DOUBLE SLIDING GATES WITH 4' x 4' DECORATIVE PANELS. PANEL COLOR: BLACK. SUPPLY SHOP
DRAWINGS FOR CITY APPROVAL PRIOR TO INSTALLATION.
18 1 EA
DETAIL 'E', 'F', & G.
SHEET CD-2
DETAIL 'E', 'F', & G.
SHEET CD-2
CONSTRUCT CONCRETE SIDEWALK.
SPPWC STD PLAN 112-2 &
113-2.
1,455 SF BASE
BID
FURNISH & INSTALL 20'x20' ICON SHADE STRUCTURE WITH (2)
ELECTRICAL OUTLETS IN POST AND SHELTER LIGHTS ON BEAM, SEE ELECTRICAL DRAWINGS. CONSTRUCT 7' H COLUMNS W/ CONCRETE CAP AROUND POST. MODEL: SQ20M2C-P6, BY ICON SHELTER
SYSTEMS INC. ROOF COLOR: PATINA GREEN
FRAME COLOR: SLATE
2 EA
DETAIL 'A', SHEET CD-4
INSTALL PER MANUF.
RECOMMENDATIONS.
REFER TO ELECTRICAL
PLANS
BASE
BID
BASE
BID
FURNISH & INSTALL 'PETOSKEY' LITTER RECEPTACLE BY
'LANDSCAPE FORMS'. SURFACE MOUNTED, POWDERCOAT COLOR:
TITANIUM METALLIC
23 3 EA
25 FURNISH & INSTALL DRINKING FOUNTAIN BY 'MOST DEPENDABLE FOUNTAINS, INC.' MODEL: 10145 SM W/ PET FOUNTAIN & BOTTLE FILLER, COLOR: GREEN. (M.D.F., INC. 901-867-0039). CONTRACTOR
TO INSTALL DRYWELL ADJACENT DRINKING FOUNTAIN, SEE DETAIL B, SHEET CP2.
1 EA
2 EA
BASE
BID
26 FURNISH & INSTALL OVERHEAD SHADE STRUCTURE - LEAF
SHELTER, BY 'POLIGON'. MODEL: LEF-8x14 MULTI-RIB ROOF.
FRAME COLOR: SURREY BEIGE, ROOF COLOR: EVERGREEN
10 EA SITE LIGHTING PER ENGINEER PLANS SEE ELECTRICAL PLAN BASE
BID
27 2 EA
PROVIDE & INSTALL 9' TWIST CONCRETE BENCH BY 'QCP'
MODEL:Q1-TW108-B. COLOR: FRENCH GRAY,
FINISH: CRAFTSMEN ETCH
BASE
BID
BASE
BID
BASE
BID
24 DETAIL 'D', SHEET CD-3
INSTALL PER MANUF.
RECOMMENDATIONS.
DETAIL 'E', SHEET CD-3
INSTALL PER MANUF.
RECOMMENDATIONS.
INSTALL PER MANUF.
RECOMMENDATIONS.
INSTALL PER MANUF.
RECOMMENDATIONS.
2 EA
FURNISH & INSTALL PET WASTE STATION AND FOOTING, BY ULINE MODEL: H-2898 (SIGN), H-2897 (DISPENSER), H-3491 (RECEPTACLE), & H-1662 (POST).
INSTALL PER MANUF.
RECOMMENDATIONS.
28 29
72 96
48 highest deck
lowest deck
16 48 56
56 EXT.
56 EXT.
48 EXT.
8 18
8 LH
RH
SS
40 NO POST
48 16 24
8 30 20
10 10
RH
RH
32 40
48 48
EXT.
48 EXT.
32 EXT.
K.P.1
K.P.1
K.P.1
K.P.2 K.P.1
W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W
W
E E E E E E E E E
E
E
E
E
E
E E E E E E
E E E
W W W W W W W W W W W W W W
W W W
W W W W W W W W W W W W W W W W W W W W W W W
SS SS SS SS SS SS SS SS SS SS SS SS SS
ELEC
ELEC
BF
BF
QTY. DESCRIPTION REMARKS/DETAIL BID
STATUS SYM.
CONSTRUCTION LEGEND
CONSTRUCTION PLAN
PHASE II
9 CP1
WALKER AVE.
(NOT A PART)
LIMIT OF WORK
LIMIT OF WORK
LIMIT OF WORK
LIMIT OF WORK
FUTURE NON-PARK DEVELOPMENT
P.A.
PLAN CROSS REFERENCE:
FOR CORRESPONDING IRRIGATION PLANS, REFER TO SHEET IP
FOR CORRESPONDING PLANTING PLANS, REFER TO SHEET PP
CONSTRUCTION NOTES
1. QUANTITIES ARE GIVEN FOR ESTIMATING PURPOSES ONLY.
CONTRACTOR WILL BE RESPONSIBLE FOR INSTALLING
MATERIAL IN ALL AREAS AS DESIGNATED ON PLAN.
2. ALL PRODUCTS SHALL BE INSTALLED PER MANUFACTURE'S
RECOMMENDATION.
3. AUTOCAD FILES WILL BE PROVIDED TO CONTRACTOR PRIOR
TO CONSTRUCTION FOR USE IN SURVEYING OF DEMOLITION
AND IMPROVEMENTS.
4. ALL AREAS DAMAGED OUTSIDE OF THE LIMIT OF WORK
DURING CONSTRUCTION WILL BE REPAIRED BY THE
CONTRACTOR, AT NO ADDITIONAL COST TO THE CITY.
5. LIMITS OF WORK HAS BEEN GRADED TO SUBGRADE
ELEVATIONS HAS BEEN PUT IN PLACE.
5 16
9 6
2 21
26 19
8 12
7 4
6 28
21 24
P.A.
P.A.
P.A.
P.A.
P.A.
P.A.
14 5
11 10
25 23
P.A.
20 TYP.
20 P.A.
P.A.
1 811
TWO WORKING DAYS BEFORE YOU DIG
Call: TOLL FREE
Underground Service Alert
THESE PLANS ARE SCHEMATIC BY DESIGN.
DELINEATION, DIMENSIONS, AND LOCATIONS
OF PAVEMENT MARKINGS, MARKERS, AND
LIMITS OF WORK ARE APPROXIMATE AND FOR
THE PURPOSE OF BID PREPARATION. FINAL
LIMITS OF WORK, PAVEMENT MARKINGS AND
MARKERS, AND ALL ITEMS OF WORK SHALL BE
PER THE CITY ENGINEER OR DESIGNEE.
PRITCHARD FIELD IMPROVEMENT PROJECT - PHASE 2
CIP 25-3062
7006 WALKER AVE, BELL, CA 90201
FY 2025-2026
2025-11-19
TYP.
TYP.
EXISTING CURB
PROTECT IN PLACE
JOIN AT
EXISTING CURB.
28 13
EXISTING LIGHT
PROTECT IN PLACE
EXISTING CURB RAMP 13 PROTECT IN PLACE
27 EXISTING CATCH BASIN
PROTECT IN PLACE
18 EXISTING LIGHT
PROTECT IN PLACE
EXISTING LIGHT
PROTECT IN PLACE
15 TYP.
25 27
7 JOIN AT
EXISTING PAVERS
23 26
22 LIMIT OF WORK
EXISTING LIGHT
PROTECT IN PLACE
EXISTING LIGHT
PROTECT IN PLACE
TYP.
TYP.
P.A.
EXISTING WALL
PROTECT IN PLACE
EXISTING FENCE
PROTECT IN PLACE
EXISTING FENCE
PROTECT IN PLACE
2 EXISTING CURB (TYP)
PROTECT IN PLACE
2 EXISTING CONCRETE PAVING (TYP)
PROTECT IN PLACE
JOIN AT
EXISTING PAVING
EXISTING CONCRETE PAVING (TYP)
PROTECT IN PLACE
EXISTING CATCH BASIN
PROTECT IN PLACE
1020 0 20 40
SCALE: 1" = 20'
(2) EXISTING BACKFLOW
PROTECT IN PLACE
(2) EXISTING
TRANSFORMERS
PROTECT IN PLACE
23 29
GOLDEN STATE WATER CO. TANK
P.A.
29 15 TYP.
5 5
5 TYP. 16
TYP. 14
20 LIMIT OF WORK
17 TYP.
3 3
PRITCHARD FIELD IMPROVEMENT PROJECT - PHASE 2 , CIP 25-3062 7006 WALKER AVE, BELL, CA 90201, FY 2025-2026 Document Control Page 435 of 449 11/24/25
Region 4 Education Service Center (ESC)
Contract # R250206
for
Weapons and Threat Detection Equipment, Services, and Other Solutions
with
Verkada, Inc.
Effective: April 1, 2025
The following documents comprise the executed contract between the Region 4 Education Service Center and Verkada, Inc., effective April 1, 2025:
I. Vendor Contract and Signature Form
II. Supplier’s Response to the RFP, incorporated by reference
CONTRACT
1 DRAFT CONTRACT
This Contract (“Contract”) is made as of __April 1 _, 2025 by and between Verkada, Inc. (“Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of Weapons and Threat Detection Equipment, Services, and Other Solutions (the products and services”).
RECITALS
WHEREAS, Region 4 ESC issued Request for Proposals Number 25-02 for Weapons and Threat Detection Equipment, Services, and Other Solutions (“RFP”), to which Contractor provided a response (“Proposal”); and
WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092.
WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract.
WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.
WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1) Term of agreement. The initial term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right in its sole discretion to renew the Contract for an additional term of up to two (2) years or for a lesser period of time as determined by Region 4 ESC by providing written notice to the Contractor of Region 4 ESC’s intent to renew thirty (30) days prior to the expiration of the original term. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Contract. Notwithstanding the forgoing paragraph, the term of the Contract, including any extension of the original term, shall be further extended until the expiration of any Purchase Order issued under the Contract for a period of up to one year beyond the Contract term.
The anticipated full term of the contract is five (5) years. The Successful Offeror(s) shall have the right to enter local “service” agreements with Participating Public Agencies accessing the
CONTRACT
2 contract through OMNIA Partners, so long as the effective date of such agreement is prior to the expiration of the Contract. All local agreements may have a full potential term (any combination of initial and renewal periods) not to exceed five years. Any local agreements, job orders, project agreements or maintenance agreements executed against this Master Agreement during the effective term may survive beyond the expiration of the Master Agreement as established and agreed to by both parties. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein.
3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s).
4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract
ii. Offeror’s Best and Final Offer
iii. Offeror’s proposal
iv. RFP and any addenda
v. Verkada’s End User Agreement, including the Data Processing Addendum and Verkada’s Security Terms
5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e., bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC.
10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC.
Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing
CONTRACT
3 11) TERMINATION OF CONTRACT
a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period.
Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following:
i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications;
iv. Failing to complete required work or furnish required materials within a reasonable amount of time;
v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or
vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order.
Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated.
d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.
The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably
CONTRACT
4 within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.
12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated.
13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract for a period of up to one year beyond the term of the Contract. 14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC.
The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal.
Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price
CONTRACT
5 is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term.
18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense.
Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a thirdparty auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC.
19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.
20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.
21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.
22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.
23) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract.
24) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract.
CONTRACT
6 Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas.
25) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC.
26) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 27) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein.
Linda Tinnerman
Victor E. White
2/25/2025
2/25/2025
Proposal Response for Region 4 Education Service Center & OMNIA Partners
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions November 20, 2024
Submitted by: Verkada, Inc l 406 E. 3rd Ave. San Mateo, CA 94401 Point of Contact: Kayla Medina l Program Manager, Government Contracts l (801) 793-2634 l [email protected] This proposal contains proprietary and confidential information of Verkada, Inc and is provided for the sole purpose of responding to this RFP.
Table of Contents
Verkada Cover Letter
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 Products and Pricing
Value Added Services
Product & System Overview and Capabilities
Channel Executive Support Letter
Sales Executive Support Letter
Offer and Contract Signature Form
Acknowledgment and Acceptance Open Records Form
Antitrust Certification Statements
Disclosure of Interested Parties
Additional Agreements for Participating Agencies
End User Agreement
Business Associate Agreement
Customer Data Processing Agreement
Service Level Agreement
Texas Government Code 2270 Verification Form
W-9
Exhibit F: Federal Funds Certifications
Exhibit G: New Jersey Compliance
Terms and Conditions Acceptance Form
Letter from Verkada Legal
Customized Core Benefits by Agency
K-12
Local/State Governments (Public Safety)
Higher Ed
OMNIA Partners Appendix D Exhibit A Response
Vandal Resistance
Dun & Bradstreet
1 2-51
52 54
57-59
60 61
62 63
64 65
66-85
86-91
92-107
108-109
110
111
117-144
145-161
162
163
164
165
166
167-186
187
189
11/9/2024
Region 4 Education Service Center
7145 West Tidwell Road
Houston, Texas 77092-2096
Ref: Weapons and Threat Detection Equipment RFP #25-02
Dear Region 4 Education Service Center,
Verkada is pleased to present our proposal to provide Threat Detection and Related Services to the Region 4 Education Service Center and Participating Public Agencies.
Included in Verkada’s proposal is our complete product line of physical security solutions, all seamlessly integrated through a single, cloud-based software platform. Designed with simplicity in mind, Verkada’s six product lines—video security cameras, access control, environmental sensors, alarms, visitor management, and mailroom management—deliver unparalleled visibility into building security.
With over 22,000 customers across 70 countries, supported by a team of 1,800 employees in 16 global offices, Verkada is trusted by organizations in every industry. Our solutions protect people where they visit, work, and live.
Verkada is committed to building a strong and collaborative partnership with Region 4/OMNIA Partners to provide streamlined procurement and exceptional value to the public sector. With our emphasis on serving state, local, and educational entities, Verkada is uniquely positioned to meet the specific needs of your organization while maintaining the highest standards of integrity and performance.
Kayla Medina will serve as Verkada’s primary contact during clarifications or negotiations with Region 4 and/or OMNIA Partners. We look forward to the opportunity to partner with you and deliver the innovative solutions needed to protect the communities you serve.
We look forward to your response.
Sincerely,
Kayla Medina
Program Manager, Government Contracts
[email protected]
Phuong Tran
Sr. Director, Sales Strategy & Operations
[email protected]
Docusign Envelope ID: AEB1BA6D-89CF-4C71-87F6-0D3E08904982 1
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126
1. CONTRACT DURATION The initial term of the Contract is for a period of three (3) years unless terminated, canceled, or extended as otherwise provided herein. Region 4 ESC shall have the right in its sole discretion to renew the Contract for additional terms up to two (2) years after the end of the initial term or for a lesser period of time as determined by Region 4 ESC by providing written notice to the Contractor of Region 4 ESC’s intent to renew thirty (30) days prior to the expiration of the original term. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Contract. In the event the proposal term, including renewals, ends before another proposal is executed, proposal prices and discounts may be extended on a month-to-month basis by mutual consent. Extensions are limited to the lesser of: a) six (6) additional monthly terms, or b) the time which is required to complete a new solicitation for the goods and services provided for in this solicitation.
Notwithstanding the foregoing paragraph, the term of the Contract, including any extension of the original term, shall be further extended until the expiration of any Purchase Order issued within the Contract term for a period of up to one year beyond the Contract term.
I certify compliance with this attribute.
YES
2. NAME OF INDIVIDUAL COMPLETING THIS PROPOSAL
Kayla Medina
[email protected]
Program Manager, Government Contracts
801-793-2634
3. HOW MANY YEARS HAS YOUR BUSINESS OPERATED UNDER ITS PRESENT NAME 8 4. WHAT IS YOUR CURRENT NUMBER OF CUSTOMER ACCOUNTS?
5. WHAT ARE YOUR BUSINESS HOURS?
Verkada’s standard hours of operation are Monday through Friday, 8am to 5pm U.S. Pacific Time. Local offices operate during standard business hours in their respective time zones to ensure regional accessibility and support.
For technical support matters, Verkada's support team is available 24/7/365 via chat, email, and phone. For all other inquiries, customers may reach out to their account executive or reseller partner for assistance.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126
6. IS 30 DAYS AFTER RECEIPT OF INVOICE AN ACCEPTABLE PAYMENT SCHEDULE FOR YOUR BUSINESS? Yes
7. WHAT IS THE STANDARD LEAD TIME FOR RECEIPT OF PRODUCTS AFTER ORDER IS RECEIVED (ARO), IN DAYS? Provide your answer in number of DAYS after receipt of order (ARO).
8. ACCOUNT MANAGER NAME
Kayla Medina
9. ACCOUNT MANAGER EMAIL
[email protected]
10. ACCOUNT MANAGER PHONE
(801) 793-2634
11. PAYMENT REMITTANCE ADDRESS
406 E 3rd Ave, San Mateo, CA 94401
12. PAYMENT REMITTANCE PHONE
(650) 514-2500
13. CONTRACT/PURCHASE ORDER/QUOTE EMAIL
Vendors may choose to have purchase orders emailed to them in PDF format in lieu of having them faxed or mailed. To elect this option, please offer the preferred email address in the accompanying field. This email address will apply to any purchases from your company, so the use of a generic email address is suggested, such as [email protected] or [email protected].
[email protected]
14. CONTRACT/PURCHASE ORDER/QUOTE FAX NUMBER, IF APPLICABLE If applicable, please provide a fax number to send orders and quote requests.
N/A
3
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126
15. REQUIRED REFERENCE QUOTE OR CONTRACT NUMBER, IF APPLICABLE Enter your quote or contract number and/or any other information our staff would need to provide on the face of purchase orders in order to receive discount percentages and contract pricing.
Upon assignment of the awarded contract, Verkada requires that all orders include the names of the eligible entity, reseller partner, and Verkada, along with the “OMNIA Contract Number” on all quotes, purchase orders, proposals, and related documentation. Additionally, Verkada requires that all orders under this agreement, regardless of reseller partner, include [email protected].
16. COMPANY WEBSITE ADDRESS, IF APPLICABLE
https://www.verkada.com/
17. HOW WERE YOU NOTIFIED OF THIS BID OPPORTUNITY?
In order to verify the efficiency of communication tools used to notify vendors of bidding opportunities, we ask that you provide us with the manner in which you received notification of this request for bid/proposal.
We were notified of this bid opportunity via email through our Ionwave account. Additionally, we have been proactively tracking OMNIA solicitations, viewing OMNIA as a strategic partnership we planned to pursue.
18. REFERENCE 1
Please provide the reference of a school and/or business who have utilized the same equipment/products within the last two years. Include Company/Government name, address, contact name, and contact phone number.
19. REFERENCE 1 EMAIL
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126
20. REFERENCE 2
Please provide the reference of a school and/or business who have utilized the same equipment/products within the last two years. Include Company/Government name, address, contact name, and contact phone number.
21. REFERENCE 2 EMAIL
22. REFERENCE 3
Please provide the reference of a school and/or business who have utilized the same equipment/products within the last two years. Include Company/Government name, address, contact name, and contact phone number.
23. REFERENCE 3 EMAIL
24. THE U.S. STATE YOUR PRINCIPAL PLACE OF BUSINESS IS LOCATED.
25. RECIPROCITY
For Businesses not located in Texas: Does your state of residence or incorporation require out-of-state bidders to underbid vendors residing in your state by a prescribed amount or percentage to receive a comparable contract? If Yes, please input that percentage; If No, please leave the adjacent field blank.
5
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 No. State of Residence CA/State of Incorporation DE: To our best knowledge, California and Delaware do not have a specific statute requiring out-of-state bidders to underbid in-state vendors by a prescribed amount or percentage to secure comparable contracts.
26. PARTIAL AWARD ACCEPTANCE
REGION 4 ESC retains the right to award this contract in such a manner that it receives the best overall value for the goods and/or services requested in this request for proposal or bid, which may include awarding to multiple vendors.
I understand.
27. PURCHASE ORDER POLICY
REGION 4 ESC purchases tangible goods and services through the use of approved Purchase Orders. Vendors are highly discouraged from sending products, and/or performing services without prior receipt of an approved District Purchase Order. While campuses and departments may call for quotes and information, please be advised the District is not obligated to pay for any services and/or products ordered via telephone or email without the presence of a properly executed Purchase Order.
I understand.
28. ADDENDA NOTIFICATIONS
Any addenda to this proposal will be issued electronically through this system. It is vendor's responsibility to review addenda upon e-mailed notice and retract/amend their submission as deemed necessary. REGION 4 ESC may choose to mark a proposal received prior to the issuance of an addendum as non-responsive should REGION 4 ESC, in its sole determination, finds the addendum to be of such material change that it warrants such determination. If such proposal is found non-responsive, REGION 4 ESC will not consider the proposal for evaluation or further consideration.
I understand.
29. Provide equipment manufacturer, equipment types and discounts off published list price.
Verkada is the original equipment manufacturer for our range of security and workplace solutions. Our product offerings include:
● Cameras
● Connectivity
● Command Connector
● Access Control
6
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 ● Air Quality Sensors
● Intercom
● Alarms
● Workplace
Each of these product lines integrates seamlessly under command, a single cloud based platform.
We offer competitive discounts off our published list prices, which can vary based on product type and volume purchased. For OMNIA specific discount rates, please refer to Products and Pricing Attachment #1.
30. Define any freight charges.
Verkada does not charge freight fees. Shipping fees are detailed in Attribute #55 for your reference.
31. Describe how Offeror responds to emergency orders.
Verkada processes emergency orders based on the shipping method specified in the reseller partner purchase order, shipping directly to the designated address provided. Reseller partners can work with their Verkada representative and the orders team at [email protected] to request various service levels, including next-day shipping, to meet urgent delivery needs.
32. What is Offeror's average Fill Rate?
33. What is Offeror's average on time delivery rate? Describe Offeror’s history of meeting the shipping and delivery timelines
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34. Describe Offeror's return and restocking policy.
Verkada is committed to customer satisfaction, and our return policy reflects that. Customers can easily return products up to a total net value of $250,000 for any reason within 30 days of shipment.
Customers simply need to send a request by email within this 30-day period, including the serial numbers of the products they wish to return. Requests can be directed to either the Partner who submitted the purchase order or the Verkada sales representative assigned to the account.
For additional terms governing returns, please refer to our End User Agreement at https://legal.verkada.com/
35. Describe Offeror's ability to meet service and warranty needs.
Verkada’s global technical support team, headquartered in the U.S, is dedicated to meeting the service and warranty needs of our partners and customers.
To initiate a warranty return, email [email protected] with purchase details, serial numbers, reason for return, and contact information. Once reviewed and approved, Verkada will issue a Return Materials Authorization (RMA) along with a prepaid shipping label. The hardware should be returned within 14 days of receiving the RMA. This straightforward approach reflects our commitment to reliable, responsive support worldwide.
For additional terms governing warranty, please refer to our End User Agreement at https://legal.verkada.com/
36. Describe Offeror's customer service/problem resolution process. Include hours of operation, number of services, etc.
One of the many reasons customers choose Verkada is our 24/7/365 technical support.
Whenever you face an issue, our team is just a message away. You can reach out to Verkada via live chat in command, email [email protected]/[email protected], or phone (650) 514-2500 at any time weekends and holidays included. Our support staff typically responds within minutes, and you’ll often find our phone line has minimal to no hold times. This service is provided at no charge.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 We proudly maintain an average chat response time of 30 seconds and a phone response time of just 15 seconds. Our commitment to customer satisfaction is evident, with over 83,000 support tickets successfully resolved in the past 12 months and an impressive Net Promoter Score (NPS) of 45. The support team is primarily located in San Mateo, CA at Verkada HQ.
For live insights into our response times, please visit https://www.verkada.com/support-stats/.
37. Describe Offeror's invoicing process. Include payment terms and acceptable methods of payments. Offerors shall describe any associated fees pertaining to credit cards/p-cards.
Verkada exclusively sells through our network of reseller partners. The invoicing process, payment terms, and acceptable methods of payment are determined by each reseller partner. Our resellers often work directly with government entities and are familiar with the unique requirements of public sector procurement. This experience allows them to offer flexible payment options that align with standard government purchasing methods, including credit cards, p-cards, and other forms of payment.
Any associated fees, such as those for credit card or p-card transactions, are also managed by the reseller partner, and customers are encouraged to discuss these details directly with them to ensure alignment with their financial processes. This approach allows our partners to provide tailored solutions, aligning with the procurement and payment requirements of various public sector customers.
38. Describe Offeror's contract implementation/customer transition plan.
Verkada’s plan focuses on streamlining government access to our products via the Master Agreement. We plan to maintain regular contact with Region 4 and OMNIA Partners to drive adoption and continually refine the process.
Internally, Verkada will conduct training sessions covering the Master Agreement's scope, eligible agencies, and procurement benefits. Sales, support teams, and reseller partner teams will gain working knowledge of the solicitation process within the sales motion and cooperative contract advantages. Materials such as customer guides, FAQs, and outreach templates will be created to support consistent and accurate communication.
Externally, in cadence with marketing efforts, Verkada will proactively reach out to public sector customers, educating them on how the contract streamlines their procurement process and reduces administrative burdens. Existing customers on alternative procurement paths will be guided toward using the Master Agreement. 9
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126
39. Describe the financial condition of Offeror.
Verkada continues to expand and remains financially secure, detailed financial information is not publicly available due to our privately owned status. Should Region 4 need detailed financial information, we can provide this upon request.
Verkada recently closed a Series D fundraising round in October 2023, securing $305 million in capital. This round included contributions from Alkeon Capital and Lightspeed Venture Partners, with the funds aimed at supporting Verkada's expansion plans, developing new products, and enhancing its existing offerings. This successful fundraising highlights Verkada's solid financial position and ongoing growth.
40. Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website’s capabilities and functionality.
You can access Verkada's website at www.verkada.com. The site is designed with users in mind, offering intuitive navigation and a responsive, mobile optimized interface for a seamless experience across both desktop and mobile devices. Key functions like ordering, returns, and quotes are detailed below, but the overall website also offers a wealth of information on our products, solutions, customers, resources, and partners.
For ordering, customers can visit the Quote page at www.verkada.com/quote, where they can request product quotes.. For returns, the returns portal at returns.verkada.com/app/home provides clear instructions on how to initiate and manage return requests.
Reporting will be handled by our contract team, and customers can reach out directly to [email protected] or [email protected] for assistance with order histories and tracking information.
41. Describe the Offeror’s safety record.
Verkada does not provide direct installations and, therefore, does not maintain an on site safety record. However, our vetted contract reseller partners can provide their safety records upon request. We ensure that all installation partners are committed to adhering to the highest safety standards relevant local, state, and federal regulations. Additionally, our reseller partners have the opportunity to become Verkada Certified Engineers, ensuring they have the expertise to perform safe and effective installations.
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42. Provide a brief history of the Offeror, including the year it was established and corporate office location.
Verkada was founded in 2016 by Filip Kaliszan and co-founders James Ren, Benjamin Bercovitz, and Hans Robertson. The company is headquartered in San Mateo, California, with additional offices in Texas, Utah, Florida, Arizona, Pennsylvania, and New York. Internationally, Verkada operates in the United Kingdom, Poland, Mexico, Australia, Taiwan, Japan, South Korea, and Singapore. Today, Verkada is a leading physical security platform, providing integrated cloud based solutions such as video security cameras, access control, environmental sensors, alarms, visitor management, and mailroom management. Verkada recently secured $305M in Series D funding, bringing its valuation to $3.2B double its valuation from two years ago.
Despite a challenging market, Verkada's strong growth and investor confidence demonstrate the company’s ongoing success and expansion. Verkada protects over 20,000 organizations worldwide, modernizing physical security with scalable, easy to manage solutions.
43. Describe Offeror's reputation in the marketplace.
At Verkada, we’ve earned a strong reputation in the marketplace for our innovative cloud-based physical security solutions. We stand out for our ease of use, seamless integration, and reliable performance. Customers, including those in education and public safety, praise our ability to simplify security management through our intuitive platform, providing actionable insights and real-time monitoring across various devices.
We’ve earned multiple awards for our innovation and design excellence, including the Red Dot Design Award for several product lines and the iF Design Award for our access control products. We’ve also received recognition such as Security Today’s 2024 New Product of the Year in AI and the AI Excellence Award 2024. Verkada was named one of Selling Power's 60 Best Companies to Sell for in 2024 and recognized as one of the Best Places to Work in the Bay Area and Built In's 2023 Best Places to Work across five categories. www.verkada.com/newsroom/awards/
44. Describe Offeror's reputation of products and services in the marketplace.
At Verkada, we’re highly regarded for our innovative approach to building management, offering cloud-based solutions that seamlessly integrate with modern technology. Known for our user-friendly interface, we make security management easy and accessible, even for those with minimal technical expertise. Our use of cutting edge AI and machine learning enhances video surveillance with smart analytics like motion detection and person recognition, setting us apart as a leader in innovation. These devices continuously receive 11
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 updates and improvements without the need for new hardware, ensuring our customers always have access to the latest features. Our systems are praised for their scalability, allowing businesses of all sizes to effortlessly expand and manage their security needs. We deliver a forward-thinking solution that prioritizes user experience and security, making Verkada a standout in the industry.
45. Describe if distributors/dealers/resellers/subsidiaries/partners ("affiliates") will be used to fulfill the contract. Submit a list of those affiliates authorized to sell under the proposed contract. Where and how does Offeror propose to maintain an authorized affiliate list so it may be accessed by Participating Agencies? How often does the supplier propose to update the affiliate list?
Verkada operates through a channel distribution model, exclusively working with a network of authorized resellers and partners. To ensure transparency and access, we maintain a dynamic list of all our authorized resellers on our website at https://www.verkada.com/find-partners/
At Verkada, we recognize that government agencies have unique needs. To ensure our products are delivered with the highest level of quality and support, we’ll maintain an OMNIA specific list of authorized resellers. This list will include partners who meet our strict standards for performance, reliability, and service. This OMNIA-specific list of authorized resellers will be included as an attachment on our OMNIA award landing page for easy reference. We will update the list as needed to ensure that customers can work with their preferred resellers, 12
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 while also ensuring they are receiving top quality service. We commit to updating the list on a quarterly basis at minimum, but expect a more frequent cadence to meet customer needs.
We look forward to discussing these points further to ensure alignment. Based on this, we will provide our finalized list of authorized resellers upon award.
46. Describe the experience and qualifications of key employees.
Kayla Medina - Kayla has led government contract efforts at Verkada since 2021. With prior experience as a Contract Analyst for the State of Utah, Kayla possesses a deep understanding of public procurement and a strategic approach to maximizing contract opportunities for business growth.
Phuong Tran - Phuong Tran has been at Verkada since 2020. She leads centralized Sales Strategy and Operations at Verkada, overseeing strategies, policies and processes that impact the performance of the overall go to market function. She holds an MBA from the Stanford Graduate School of Business.
Mimi Yu - Mimi has been with Verkada since 2020, bringing a strong expertise in CRM tools, compliance, data management, and auditing. Mimi manages contract training, deal management, reporting, and system implementation, ensuring smooth operations and effective processes across these areas.
Executive Support: Anthony Cavallio - VP of Enterprise Sales and Caleb Augustin - Director of Global Channel
47.Describe Offeror's experience working with the government sector.
Verkada has extensive experience delivering innovative security solutions to government agencies, which have been a foundational part of our business since 2016. Our solutions have been successfully implemented across a broad range of sectors, including education, law enforcement, municipalities, county, federal, and state organizations.
Today, our solutions are trusted by over 2,000 public administration clients and safeguard the over 10 million elementary school students and 3 million college and university students, ensuring secure environments for learning and public service. 13
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48. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors.
Verkada is not subject to any final litigation or investigations that would materially impact the delivery of our products. Should Region 4 require further details, we can provide them upon request.
49. Provide Offeror's expertise in working with the public sector and understanding of the unique technical regulatory requirements.
Our solutions have undergone rigorous security assessments to meet FedRAMP Ready at the Moderate impact level, FIPS 140-2 validation, and are fully compliant with TAA and FY 2019 NDAA requirements.
For our government customers with unique security and compliance needs, Verkada offers government-grade solutions designed to meet the highest standards of protection. This includes the option of hosting the Verkada Command platform in AWS GovCloud, which supports our FIPS-validated models and provides an additional layer of security for sensitive government data.
50. Indicate if Offeror is licensed to do business in all 50 states.
Yes. While our various reseller partners are licensed to do business in all 50 states,
51. Value Add - Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract.
Verkada and our reseller partner offer a comprehensive range of value added services designed to complement our solutions. These value added services are offered at the same pricing structure as our core products outlined in Attachment #1 Products and Pricing. By combining these specialized services with Verkada’s advanced technologies, Verkada and our reseller partners can help maximize the return on investment for government clients while providing tailored, scalable solutions. Verkada provides several support and service SKUs included in our price list that can be customized based on the specific needs of our 14
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 customers. Other value added services include, but are not limited to: Deployment Project Management, Setup/Configuration/Training, and Software Engineering/API Build.
A detailed breakdown of our value added services can be found in Attachment #2 Valued Added Services.
52. Include a per diem rate.
$309/Day
53. For Non-Normal Working Hours, indicate if there is a minimum charge of hours and what the number of hours is.
The minimum charge (if any) for non-normal working hours is at the discretion of our partners, as determined by their individual installation and maintenance agreements. These charges will not exceed rates as proposed in our pricing structure.
54. Is pricing available for all products and services? Yes, please see Products & Pricing Attachment #1
55. Describe any shipping charges (where applicable).
Verkada applies a tiered flat rate shipping model for reseller partners, with charges structured by delivery timeline including ground, two day, and next day shipping. This tiered system 15
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 As the sole manufacturer and supplier of its products, Verkada ensures that all purchases are made exclusively through authorized reseller partners who are required to adhere to master agreement pricing. Verkada products are not available for direct purchase, retail, or in-store locations, ensuring pricing compliance through authorized channels.
To further maintain pricing integrity, partners requesting authorization under this agreement will undergo a selection process based on agreed upon standards. Approved partners will be trained on contract ordering policies, agree to adhere to contract pricing terms, and be subject to monitoring and transaction audits by Verkada's sales and contract management teams.
60. Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract.
Verkada does not anticipate nor propose updates to our pricing structure throughout the duration of this contract. Should any extreme price adjustments be necessary due to significant industry changes, we will provide supporting data from reputable sources, such as the U.S. Bureau of Labor Statistics (https://www.bls.gov/data/).
Verkada maintains a comprehensive MSRP list which is regularly updated alongside any product pricing revisions. This full MSRP list is readily accessible for download on our website at https://www.verkada.com/pricing/. We encourage our partners and customers to refer to this resource for the most current pricing information, ensuring transparency.
Verkada’s proposed contract price structure is an indefinite quantity blanket discount off MSRP. Verkada agrees that this set pricing discount will not change over time, and any additional hardware, software, or services will align with our price structure as outlined in Products and Pricing Attachment #1.
61. Describe how future product introductions will be priced and align with Contract pricing proposed.
Verkada is consistently looking to expand our product line and anticipate new product introductions during the term of this agreement. New SKUs on Verkada’s price list will follow our set discount off MSRP as outlined in Products and Pricing Attachment 1. 17
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62. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement.
Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.
Verkada does not have a formalized reseller diversity program today. However, with our broad network of reseller partners, participating agencies have a wide variety of diverse partners they can select to align with their specific requirements.
Pricing remains consistent regardless of the diversity program or partner selected, as pricing under the Master Agreement is standardized for all transactions.
To learn more about diversity at Verkada, we encourage you to review our 2024 Impact Report, available here: https://docs.verkada.com/docs/2024-Impact-Report.pdf.
63. Minority Women Business Enterprise Certification. If yes, list certifying agency.
Verkada is not certified as an MWBE. However, if customers prefer to procure through this certification we can provide several partners with this certification upon request.
64. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification. If yes, list certifying agency.
Verkada is not certified as an SBE or DBE. However, if customers prefer to procure through this certification we can provide several partners with this certification upon request.
65. Historically Underutilized Business (HUB) Certification. If yes, list certifying agency.
Verkada is not certified as an HUB. However, if customers prefer to procure through this certification we can provide several partners with this certification upon request.
66. Historically Underutilized Business Zone Enterprise (HUBZone) Certification. If yes, list certifying agency.
Verkada is not certified as an HUBZone. However, if customers prefer to procure through this certification we can provide several partners with this certification upon request.
67. Other recognized diversity certificate holder. If yes, list certifying agency N/A
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68. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Offeror holds and describe how the Master Agreement will be positioned among the other cooperative agreements.
OMNIA and Region 4 will be established as our primary contract for public agencies nationwide upon award.
69 Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.
Yes
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 Financial Reporting: Mimi Yu, Sales Strategy & Operations Sr. Specialist, & Rimsha Ahmed, Sr Accounts Receivable Specialist,
Accounts Payable: Kevin Marcotte, Manager FinOps & Revenue, Contracts: Kayla Medina, Program Manager Government Contracts, [email protected], 801-793-2634
73. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.
At Verkada, we follow a fairly traditional sales structure with some modern adaptations. 21
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74. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.
Our sales teams will work closely utilizing OMNIA resources and tools to ensure the successful implementation, growth, and servicing of the national program. The process will start with onboarding and training, so our sales teams and reseller partners fully understand how OMNIA Partners’ program fits with Verkada’s products and services. Our sales teams will be trained on OMNIA Partners as the default public sector buying vehicle In addition to internal efforts, if awarded, Verkada seeks to host an OMNIA representative for a dedicated sales training session with our team and a separate dedicated reseller sales training. This training will provide valuable insights into optimizing our sales strategies and leveraging OMNIA procurement solutions.
Ongoing communication will be a key component of our partnership. Our teams will regularly touch base to ensure we're aligned on program updates, customer feedback, and any shifts in market needs. Together, we will develop joint sales strategies tailored to the national program, which will include collaborative marketing efforts, outreach, and lead generation initiatives..
In addition to the above, we are open to exploring any other methods or support that can further enhance our team's ability to effectively navigate the OMNIA partnership and drive success with this cooperative contract. We are eager to collaborate on this opportunity to strengthen our collective capabilities.
75. Explain in detail how Offeror will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc.
Our approach to managing this master agreement is driven by strong internal alignment across key functions. This collaborative approach brings together our demand generation, sales, sales strategy, sales enablement, legal, orders, channel, finance, deal desk, and other stakeholders enabling us to respond quickly and effectively to the needs of participating agencies. We view this opportunity with OMNIA/Region 4 as the potential for a strong partnership, built on collaboration and shared goals.
At Verkada, we have a dedicated government contract team solely focused on training, compliance, and support of our government cooperative contracts. This team provides 22
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 tailored training programs for internal teams and reseller partners to navigate government procurement processes effectively. We are readily available to address any questions related to cooperative contracts, ensuring all stakeholders have the support needed for successful program implementation.
Throughout the program, we will monitor performance through regular audits, reporting, and feedback loops, ensuring smooth operations and identifying areas for improvement. This ongoing coordination allows us to make adjustments as necessary and continuously deliver the best experience for customers and reseller partners.
76. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier's top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.
Please note that the amounts below reflect the total purchases from the reseller partner to Verkada.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 You can learn more about our customers and various use cases at https://www.verkada.com/customers/
77. Year 1 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales").
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.
While we do not guarantee any number of sales through our contract, based on conservative estimates, we expect to see up to during Year 1. This projection accounts for the extended government sales cycle and the time required to introduce the new award.
78. Year 2 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.
While we do not guarantee any number of sales through our contract, based on conservative estimates, we expect to see during Year 2.
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79. Year 3 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement To the extent the Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.
While we do not guarantee any number of sales through our contract, based on conservative estimates, we expect to see during Year 3.
80. Please download and thoroughly review the Scope of Work, located on the Attachments Tab. Indicate your review and acceptance.
Yes
81. Oral Communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal.
Yes
82. Please download and thoroughly review the Terms and Conditions, located on the Attachments Tab. Indicate your review and acceptance.
Yes
83. Products/Pricing - Upload on Response Attachments Tab Attached
84. Not to Exceed Pricing
Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is not acceptable.
Verkada agrees with Region 4 ESC not to exceed pricing requirements. We confirm that all our cooperative government contract pricing structures today align with this approach, allowing for pricing adjustments downward when needed while ensuring the original submitted price remains the maximum.
Confirmed and agreed. Verkada’s proposed contract pricing is structured as an indefinite quantity blanket discount off MSRP.
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85. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.
Verkada partners with several distribution facilities to handle both national and international deliveries.
. More details can be provided upon request.
86. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days
ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within the first 90 days.
The first 30 days will focus on internal alignment and training. Verkada will distribute an internal announcement, introducing the Master Agreement as our primary cooperative contract. Live training sessions will be conducted for all government sales teams nationwide, with participation from executive leadership and OMNIA partners to ensure the strategic importance is communicated across the organization. In parallel, we will develop and distribute internal training materials, including FAQs, competitive positioning documents, and sales enablement guides, to ensure our teams are fully equipped to drive success.
In the next 30 days, we will conduct follow-up sessions and Q&A to address any questions from the field and share early success stories. Internal benchmarks will be established, and we will refine our reporting processes to track contract adoption and measure performance.
Additionally, reseller partner training materials, including FAQs, competitive positioning, and ordering/compliance guides, will be developed and distributed to ensure our partners are aligned with the new go-to-market strategy.
By day 90, Verkada will conduct targeted regional and segment-specific training sessions to address any unique needs or opportunities. We will gather feedback through surveys and discussion groups with sales reps, evaluating the effectiveness of the training, resources, and 26
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 reseller engagement. Internal alignment will be strengthened to ensure deliverables and processes are optimized and any areas for improvement are addressed.
As the Master Agreement becomes fully integrated into our public go to market strategy, Verkada will maintain ongoing training with sales teams, emphasizing best practices, wins, and continued executive leadership support. Resources will be continually allocated for training and support, and we will monitor feedback from reseller partners and the competitive landscape to adjust our approach as needed. We expect strong alignment with OMNIA throughout this process to ensure a successful implementation.
GTM Overview
Days 1-30 -Distribute an internal announcement introducing the agreement as our primary cooperative contract.
-Conduct live training sessions for all government sales teams nationwide with executive leadership.
-Develop and distribute internal training materials, including FAQs, competitive positioning, and sales enablement guides.
Days
30-60
- Schedule follow up and Q&A sessions to address field questions and early success stories.
-Establish internal benchmarks and refine reporting processes with our division to track contract adoption.
-Develop and distribute reseller partner training materials, including FAQs, competitive positioning, ordering/compliance guides.
Days
60-90
- Conduct targeted training for sales teams by region and segment. -Facilitate surveys and discussion groups with sales reps to gather feedback on training, resources, and reseller engagement.
- Align with internal stakeholders on deliverables, processes, and areas for improvement.
27
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 Ongoing - Maintain regular training with sales teams emphasizing best practices, wins, and leadership support.
- Continue to allocate resources for training and support. - Monitor contract feedback and competitive landscape from reseller partners. .
87. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award.
Upon award of the OMNIA Master Agreement, Verkada will execute a robust marketing and communication strategy across public-facing, digital, and internal channels to drive early awareness and participation from both existing and prospective public agency customers.
Within the first 10 days, we will work with OMNIA to develop co-branded materials, including a press release and social media collateral, to announce the award across our public channels.
This press release will be distributed to relevant trade publications, and additional promotional materials will be shared with OMNIA to help amplify the news through their networks. Verkada will also propose joint opportunities to further raise the profile of our partnership, such as pitching to targeted trade media and exploring other collaborative PR engagements.
Within the first 30 days, Verkada will publish Master Agreement details and contact information on a dedicated webpage, including links to key documents, product summaries, pricing, and OMNIA’s registration page. A toll-free number and dedicated email address will be available to ensure easy access for potential agency customers. In parallel, we’ll initiate email campaigns targeting current customers and partners, sharing co-branded marketing collateral to introduce them to the OMNIA Master Agreement’s benefits.
In the next 30 days, Verkada will expand this outreach through co-branded digital campaigns, including social media and email, to engage prospective customers and partners who may not yet be familiar with the agreement. Additionally, Verkada will organize and host three webinars tailored to different segments: one for our current customers and partners, one for OMNIA Partners’ Participating Public Agencies, and one for potential customers outside the agreement, to provide a comprehensive overview of the new contract and its offerings.
By day 90, Verkada will launch a national and regional advertising campaign in trade publications, with co-branded materials emphasizing the partnership's benefits. Verkada will also attend and actively participate in key industry events, such as the NIGP Annual Forum, in 28
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 coordination with OMNIA Partners, to continue promoting the agreement directly to relevant agencies. Throughout the term of the Master Agreement, Verkada will sustain ongoing marketing through case studies, targeted promotions, and a steady presence at trade shows, events, and in industry publications, continually adapting our resources and communication to support the partnership’s growth and reach.
Verkada views this as a long-term strategic partnership and is committed to providing ongoing support and maintenance to maximize the agreement’s impact. We will allocate dedicated resources from our creative, demand generation, and contract management teams to ensure continuous promotion, alignment, and responsiveness to OMNIA’s needs.
Periodic reviews with OMNIA will help us evaluate engagement, share insights, and adapt strategies to strengthen our joint approach, ensuring the OMNIA Master Agreement remains impactful and relevant across changing public sector landscapes.
Marketing GTM Overview
Days 1-30 - Develop and distribute co-branded press releases and social media content. - Publish Master Agreement details on Verkada’s website with contact info. - Launch internal announcements and training sessions.
- Provide internal contract guides and resources for sales teams. - Start email campaigns introducing the agreement to current customers and partners.
Days
30-60
- Run co-branded marketing campaigns on social media, email, and direct mail targeting prospective customers.
- Host webinar targeting existing Verkada customers, OMNIA agencies, and prospective customers.
Days
60-90
- Launch advertising in national and regional trade publications. - Publish additional marketing collateral, such as case studies and event promotions.
29
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 Ongoing - Conduct regular reviews with OMNIA to gather feedback and adjust strategy as needed.
- Attend and participate in industry events, including the NIGP Annual Forum, in partnership with OMNIA.
- Maintain continuous marketing support through targeted campaigns. - Dedicate resources to optimize and adapt promotional activities to ensure sustained impact and growth of the partnership.
.
88. GENERAL TERMS AND CONDITIONS
Respondent agrees to comply with the Contract and General Terms and Conditions provided as an attachment to this online bid event. Any deviations to the Contract and General Terms and Conditions may be provided using the procedures set forth in the attribute pertaining to deviations.
I certify compliance with this attribute
89. DEVIATIONS TO TERMS AND CONDITIONS
Any Deviation from the RFP documents, including the General Terms and Conditions, Notice to Offeror, or any other document presented with terms for consideration by the proposer MUST be documented and presented on the Deviation Form and attached to this electronic bid event via an electronic upload to the "Response Attachments" tab. In addition to indicating the requested deviations on the form, additional pages may be provided to more thoroughly explain each deviation listed on the Deviation Form.
I certify compliance with this attribute
90. FELONY CONVICTION NOTIFICATION
State of Texas Legislative Senate Bill No. 1 Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business entity that enters into an agreement with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony”.
Subsection (b) states “a school district may terminate the agreement with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a), or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract”.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 Subsection (c) states “this section does not apply to a publicly held corporation”.
Use the list of values associated with this item to identify your status as it relates to this legal requirement.
Person/owner IS NOT a convicted felon
91. NAME OF FELON AND NATURE OF FELONY, IF APPLICABLE
If the response to the previous attribute was "Felon - person/owner IS a convicted felon", the vendor shall give the name of the felon and details of conviction.
N/A
92. CRIMINAL HISTORY RECORDS REVIEW OF CERTAIN CONTRACT EMPLOYEES Texas Education Code Chapter §22.0834 requires that criminal history records be obtained regarding covered employees of entities that contract with a school entity in Texas to provide services for that school entity (“Contractors”) and entities that contract with school entity contractors (“Subcontractors”). Covered employees with disqualifying criminal histories are prohibited from serving at a school entity. Contractors/Subcontractors contracting with a school entity shall (1) maintain compliance with the requirements of Texas Education Code Chapter 22 to the school entity; and (2) require that each of their subcontractors complies with the requirements of Texas Education Code Chapter 22. Contractors performing work at a school entity in Texas must comply with these statutes.
Compliance includes providing or causing employees and sub-contractor employees to provide requested information and fingerprinting upon request.
Covered employees: Employees of a Contractor/Subcontractor who have or will have continuing duties related to the service to be performed at a school entity and have or will have direct contact with students. The school entity will be the final arbiter of what constitutes continuing duties and direct contact with students at their school.
I certify compliance with this attribute.
Per Exhibit B adjustment in executed agreement requested to reflect reseller partner involvement with on site installation.
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93. HISTORICALLY UNDERUTILIZED BUSINESS (HUB) CERTIFICATION Businesses that have been certified by the Texas Building and Procurement Commission (TBPC) or other qualified agency as Historically Underutilized Business (HUB) entities are encouraged to indicate their HUB status when responding to this proposal invitation. The electronic catalogs will indicate HUB certifications for vendors that properly indicate and document their HUB certification on this form.
My business has NOT been certified as HUB.
94. DISCLOSURE OF INTERESTED PARTIES
Texas state law requires the Disclosure of Interested Parties be filed with a public entity, including regional service centers and school districts, for any contract which:
(1) requires an action or vote by the governing body; or (2) has a value of $1 million or more; or
(3) for any services provided that would require an individual to register as a lobbyist under TX Gov’t Code Chapter 305.
NOTE: This form is not required if the vendor is a publicly-traded business entity, including a wholly-owned subsidiary of the business entity (a company in which ownership is dispersed among the general public via shares of stock which are traded via at least one stock exchange or over-the-counter market).
If you are required by law to submit this form, it must be completed online at the Texas Ethics Commission website. Obtain a numbered certificate and click the link below to access the instructions and to complete this required form. Upon completion, vendors required to submit the form must attach it to the proposal via the "Response Attachments" Tab.
Click here to complete the form on the Texas Ethic Commission's 1295 Form webpage.
Please note: The District must verify receipt of all required 1295 forms received within 30 days on the Texas Ethics Commission website. This verification does not indicate a contract award.
Contract awards will be issued via direct communication from the AISD Purchasing Department. A contract requiring a Disclosure of Interested Parties form is voidable at any time if:
(1) the governmental entity or state agency submits to the business entity written notice of the business entity's failure to provide the required disclosure; and 32
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 (2) the business entity fails to submit to the governmental entity or state agency the required disclosure on or before the 10th business day after the date the business entity receives the written notice.
IF UNDER LAW YOU ARE EXEMPT FROM SUBMITTING THIS 1295 FORM, PROPOSERS MUST SUBMIT A DOCUMENT THAT SHOWS PROOF OR PROVIDES EXPLANATION OF THIS EXEMPTION.
THE FOLLOWING CONTRACTS ARE EXEMPT FROM THE REQUIREMENTS OF TEXAS DISCLOSURE OF INTERESTED PARTIES LAWS:
• a sponsored research contract of an institution of higher education; • an interagency contract of a state agency or an institution of higher education; • a contract related to health and human services if:
• the value of the contract cannot be determined at the time the contract is executed; and • any qualified vendor is eligible for the contract;
• a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity;
• a contract with an electric utility, as that term is defined by Section 31.002, Utilities Code; or • a contract with a gas utility, as that term is defined by Section 121.001, Utilities Code.
I certify compliance with this attribute.
95. CONFLICT OF INTEREST QUESTIONNAIRE
Region 4 Education Service Center (Region 4) is required to comply with Texas Local Government Code Chapter 176, Disclosure of Certain Relationships with Local Government Officers. House Bill 23 significantly changed Chapter 176 as well as the required disclosures and the corresponding forms. As of September 1, 2015, any vendor who does business with Region 4 or who seeks to do business with Region 4 must fill out the new Conflict of Interest Questionnaire (CIQ) if a conflict of interest exists. A conflict of interest exists in the following situations:
1) If the vendor has an employment or other business relationship with a local government officer of Region 4 or a family member of the officer, as described by section 176.003(a)(2)(A) of the Texas Local Government Code; or
2) If the vendor has given a local government officer of Region 4, or a family member of the officer, one or more gifts with the aggregate value of $100, excluding any gift accepted by the 33
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 officer or a family member of the officer if the gift is: (a) a political contribution as defined by Title 15 of the Election Code; or (b) a gift of food accepted as a guest; or 3) If the vendor has a family relationship with a local government officer of Region 4. “Vendor” means a person who enters or seeks to enter into a contract with a local governmental entity. The term includes an agent of a vendor. The term includes an officer or employee of a state agency when that individual is acting in a private capacity to enter into a contract. The term does not include a state agency except for Texas Correctional Industries.
Texas Local Government Code 176.001(7).
“Business relationship” means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Texas Local Government Code 176.001(3).
“Family relationship” means a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity, as those terms are defined by Subchapter B, Chapter 573, Government Code. Texas Local Government Code 176.001(2-a). “Local government officer” means: (A) a member of the governing body of a local governmental entity; (B) a director, superintendent, administrator, president, or other person designated as the executive officer of a local governmental entity; or (C) an agent of a local governmental entity who exercises discretion in the planning, recommending, selecting, or contracting of a vendor. Texas Local Government Code 176.001(4).
Individuals serving as a Member of the Board of Directors, the Executive Director, Cabinet Members, and other local government officers may be found at:
https://www.esc4.net/about/about-region-4.
For additional information on Conflict of Interest Questionnaire, and the statutes that mandate it, please visit the following links:
Texas Local Government Code, Section 176
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 Texas House Bill 23
A blank Conflict of Interest Questionnaire is available by clicking:
https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf.
If your firm is required to return a completed Conflict of Interest Questionnaire with your proposal submission, use the "Response Attachments" Tab to upload the completed document.
I certify compliance with this attribute.
96. ENTITIES THAT BOYCOTT ISRAEL Pursuant to Chapter 2271 of the Texas Government Code, the Respondent hereby certifies and verifies that neither the Respondent , nor any affiliate, subsidiary, or parent company of the Respondent , if any (the “Respondent Companies”), boycotts Israel, and the Respondent agrees that the Respondent and Respondent Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term “boycott” shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.
EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria:
(i) Respondent is not a sole proprietorship; (ii) with 10 or more full-time employees; and (iii) with a contract to be paid a value of $100,000 or more wholly or partially from public funds of the governmental entity.
I certify compliance with this attribute.
97. FOREIGN TERRORIST ORGANIZATIONS
Section 2252.152 of the Texas Government Code prohibits Region 4 ESC from awarding a contract to any person who does business with Iran, Sudan, or a foreign terrorist organization as defined in Section 2252.151 of the Texas Government Code. Respondent certifies that it not ineligible to receive the contract.
I certify compliance with this attribute.
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98. FIREARMS ENTITIES AND TRADE ASSOCIATIONS DISCRIMINATION Respondent verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Region 4 ESC.
APPLICABILITY: This clause applies only to a contract that: (1) is between a governmental entity and a company with at least 10 full-time employees; and (2) has a value of at least $100,000 that is paid wholly or partly from public funds of the governmental entity.
EXCEPTIONS: This clause is not required when a state Agency: (1) contracts with a sole-source provider; or (2) does not receive any bids from a company that is able to provide the written verification required by Section 2274.002(b) of the Texas Government Code.
I certify compliance with this attribute.
99. ENERGY COMPANY BOYCOTT PROHIBITED
Respondent represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Region 4 ESC.
EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria:
(i) a “company” within the definitions of Section 2274.001(2) of the Tex. Gov’t Code; (ii) with 10 or more full-time employees; and (iii) with a contract to be paid a value of $100,000 or more wholly or partially from public funds of the governmental entity.
I certify compliance with this attribute.
100. CRITICAL INFRASTRUCTURE AFFIRMATION
Pursuant to Government Code Section 2274.0102, Respondent certifies that neither it nor its parent company, nor any affiliate of Respondent or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 EXCEPTION: Clause only applies to solicitations and contracts in which the contractor would be granted direct or remote access to or control of critical infrastructure, as defined by Section 2274.0101 of the Texas Government Code, in this state, other than access specifically allowed for product warranty and support purposes.
The Governor of the State of Texas may designate countries as a threat to critical infrastructure under Section 2274.0103 of the Texas Government Code. Agencies should promptly add any country that is designated by the Governor to this clause.” I certify compliance with this attribute.
101. OPEN RECORDS POLICY
All proposals, information and documents submitted are subject to the Public Information Act requirements governed by the State of Texas once a Contract(s) is executed. If an Offeror believes its response, or parts of its response, may be exempted from disclosure, the Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt and include detailed reasons to substantiate the exemption. Price is not confidential and will not be withheld. Any unmarked information will be considered public information and released, if requested under the Public Information Act.
The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG.
Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror.
Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.
Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy below:
OPTION B: We declare the following information to be a trade secret or proprietary and exempt from disclosure under the Public Information Act and these requested exemptions are uploaded into the "Response Attachments" Tab located in this online bidding event.
Information is included as attachment.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 102. CONSENT TO RELEASE PROPOSAL TABULATION
Notwithstanding anything explicitly and properly declared as Confidential or Proprietary Information to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the District may publicly release, including posting on the public Region 4 ESC and/or OMNIA Partners website(s), a copy of the proposal tabulation for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), unit price(s), hourly labor rate(s), or other specified pricing; and Vendor award notice information.
I certify compliance with this attribute.
103. CONTRACTING INFORMATION
If Vendor is not a governmental body and
(a) this Agreement has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by REGION 4 ESC; or
(b) this Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or services by REGION 4 ESC in a fiscal year of REGION 4 ESC, the following certification shall apply; otherwise, this certification is not required.
As required by Tex. Gov’t Code § 552.374(b), the following statement is included in the RFP and the Agreement (unless the Agreement is
(1) related to the purchase or underwriting of a public security; (2) is or may be used as collateral on a loan; or
(3) proceeds from which are used to pay debt service of a public security of loan):
“The requirements of Subchapter J, Chapter 552, Government Code, may apply to this RFP and Agreement and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter.”
Pursuant to Subchapter J, Chapter 552, Texas Government Code, the Vendor hereby certifies and agrees to
(1) preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to REGION 4 ESC for the duration of the Agreement; (2) promptly provide to REGION 4 ESC any contracting information related to the Agreement that is in the custody or possession of the Vendor on request of REGION 4 ESC; and (3) on completion of the Agreement, either
(a) provide at no cost to AISD all contracting information related to the Agreement that is in the custody or possession of Vendor, or
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 (b) preserve the contracting information related to the Agreement as provided by the records retention requirements applicable to REGION 4 ESC.
I certify compliance with this attribute.
104. ANTI-TRUST CERTIFICATION STATEMENT
Vendor affirms under penalty of perjury of the laws of the State of Texas that:
(1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company have violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;
(3) In connection with this bid, neither I nor any representative of the Company have violated any federal antitrust law; and
(4) Neither I nor any representative of the Company have directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.
I certify compliance with this attribute.
105. FEDERAL RULE (A) - CONTRACT TERM VIOLATIONS
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000 (2 CFR §200.320), which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
Pursuant to Federal Rule (A) above, when federal funds are expended by Region 4 ESC, Region 4 ESC reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.
To the extent mandatory by law and applicable to the agreement between Verkada and the Participating Entity, we comply.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 106. FEDERAL RULE (B) - TERMINATION CONDITIONS
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000)
Pursuant to Federal Rule (B) above, when federal funds are expended by REGION 4 ESC, REGION 4 ESC reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Vendor, in the event vendor fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation; (4) to the greatest extent authorized by law, if an award no longer effectuates the program goals or priorities of the Federal awarding agency or REGION 4 ESC.
REGION 4 ESC also reserves the right to terminate the contract immediately, with written notice to vendor, for convenience, if REGION 4 ESC believes, in its sole discretion that it is in the best interest of REGION 4 ESC to do so. The vendor will be compensated for work performed and accepted and goods accepted by REGION 4 ESC as of the termination date if the contract is terminated for convenience of REGION 4 ESC. Any award under this procurement process is not exclusive and REGION 4 ESC reserves the right to purchase goods and services from other vendors when it is in the best interest of REGION 4 ESC.
To the extent mandatory by law and applicable to the agreement between Verkada and the Participating Entity, we comply.
107. FEDERAL RULE (C) - EQUAL EMPLOYMENT OPPORTUNITY
(C) Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” It is the policy of REGION 4 ESC not to discriminate on the basis of race, color, national origin, gender, limited English proficiency or disabling conditions in its programs. Vendor agrees not to discriminate against any employee or applicant for employment to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions and privileges of 40
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 employment, or a matter directly or indirectly related to employment, because of age (except where based on a bona fide occupational qualification), sex (except where based on a bona fide occupational qualification) or race, color, religion, national origin, or ancestry. Vendor further agrees that every subcontract entered into for the performance of this Contract shall contain a provision requiring non-discrimination in employment herein specified binding upon each subcontractor. Breach of this covenant may be regarded as a material breach of the Contract.
Pursuant to Federal Rule (C) and the requirements stated above, when federal funds are expended by REGION 4 ESC on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.
Not applicable as this is not a construction contract.
108. FEDERAL RULE (D) - DAVIS BACON ACT/COPELAND ACT
(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.
The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.
The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 Pursuant to Federal Rule (D) above, when federal funds are expended by REGION4 ESC, during the term of an award for all contracts and subgrants for construction or repair, the vendor will be in compliance with all applicable Davis-Bacon Act provisions.
Not applicable as this is a construction contract.
109. FEDERAL RULE (E) - CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (E) (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
Pursuant to Federal Rule (E) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act.
Not applicable as this is a construction contract.
110. FEDERAL RULE (F) - RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT (F)If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 Pursuant to Federal Rule (F) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.
Not applicable as Verkada is providing off the shelf hardware and SaaS only. 111. FEDERAL RULE (G) - CLEAN AIR ACT/FEDERAL WATER POLLUTION CONTROL ACT (G) The Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387).
Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process, the vendor certifies that the vendor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process in excess of $100,000, the vendor certifies that the vendor is in compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15.
Pursuant to Federal Rule (G) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.
Not applicable as Verkada is providing off the shelf hardware and SaaS only. 43
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 112. FEDERAL RULE (H) - DEBARMENT AND SUSPENSION
(H) (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
Pursuant to Federal Rule (H) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas. Vendor shall immediately provide written notice to REGION 4 ESC if at any time the vendor learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. REGION 4 ESC may rely upon a certification of a vendor that the vendor is not debarred, suspended, ineligible, or voluntarily excluded from the covered contract, unless REGION 4 ESC knows the certification is erroneous.
I certify compliance with this attribute.
113. FEDERAL RULE (I) - BYRD ANTI-LOBBYING AMENDMENT
(I) (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
Pursuant to Federal Rule (I) above, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term and after the awarded term of an award for all contracts by REGION 4 ESC resulting from this procurement process, the vendor certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
I certify compliance with this attribute.
114. FEDERAL RULE (J) - PROCUREMENT OF RECOVERED MATERIALS (J) When federal funds are expended by REGION 4 ESC, REGION 4 ESC and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 45
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 Pursuant to Federal Rule (J) above, when federal funds are expended REGION 4 ESC, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the vendor certifies, by signing this document, that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the contract will be at least the amount required by the applicable contract specifications or other contractual requirements.
Not applicable as Verkada is providing off the shelf hardware and SaaS only. 115. FEDERAL RULE (K) - PROHIBITION ON CERTAIN TELECOM AND SURVEILLANCE SERVICE AND
EQUIPMENT
(K) Region 4 ESC, as a non-federal entity, is prohibited from obligating or expending Federal financial assistance, to include loan or grant funds, to: (1) procure or obtain, (2) extend or renew a contract to procure or obtain, or (3) enter into a contract (or extend or renew a contract) to procure or obtain, equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as a critical technology as part of any system. Covered telecommunications equipment is telecommunications equipment produced Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities) and physical security surveillance of critical infrastructure and other national security purposes, and video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes detailed in 2 CFR § 200.216.
The Respondent certifies that it will not purchase equipment, services, or systems that use covered telecommunications, as defined herein, as a substantial or essential component of any system, or as critical technology as part of any system.
I certify compliance with this attribute.
116. FEDERAL RULE (L) - BUY AMERICAN PROVISIONS
(L) As appropriate and to the extent consistent with law, REGION 4 ESC has a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States, including but not limited to iron, aluminum, steel, cement, and other manufactured products, when spending federal funds. Vendor agrees that the requirements of this section will be 46
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 included in all subawards including all contracts and purchase orders for work or products under this award, to the greatest extent practicable under a Federal award. Purchases that are made with non-federal funds or grants are excluded from the Buy American Act.
Vendor certifies that it is in compliance with all applicable provisions of the Buy American Act.
Purchases made in accordance with the Buy American Act must still follow the applicable procurement rules calling for free and open competition. “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
Most of Verkada's products and services are exempt because they are commercial electronics or information technology that is a commercial product. 117. FEDERAL RULE - REQUIRED AFFIRMATIVE STEPS FOR SMALL, MINORITY, AND WOMEN-OWNED FIRMS
FOR CONTRACTS PAID FOR WITH FEDERAL FUNDS
When federal funds are expended by REGION 4 ESC, Vendor is required to take all affirmative steps set forth in 2 CFR 200.321 to solicit and reach out to small, minority and women owned firms for any subcontracting opportunities on the project, including:
1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;
4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and 5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.
I certify compliance with this attribute.
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25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 118. FEDERAL RULE - FEDERAL RECORD RETENTION
When federal funds are expended by REGION 4 ESC for any contract resulting from this procurement process, the vendor certifies that it will comply with the record retention requirements detailed in 2 CFR §200.334. The vendor further certifies that vendor will retain all records as required by 2 CFR §200.334 for a period of five (5) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
Vendor agrees that REGION 4 ESC, Inspector General, Department of Homeland Security, FEMA, the Comptroller General of the United States, or any of their duly authorized representatives shall have access to any books, documents, papers and records of Vendor, and its successors, transferees, assignees, and subcontractors that are directly pertinent to the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents. Vendor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. Vendor agrees to provide the FEMA Administrator or his authorized representative access to construction or other work sites pertaining to the work being completed under the Contract.
I certify compliance with this attribute.
119. FEDERAL RULE - PROFIT NEGOTIATION
For purchases using Federal funds in excess of $250,000, REGION 4 ESC may be required to negotiate profit as a separate element of the price. (See 2 CFR 200.324(b)).
When required by REGION 4 ESC, Vendor agrees to provide information relating to profitability of the given transaction and itemize the profit margin as a separate element of the price.
I certify compliance with this attribute.
120. FEDERAL RULE - SOLID WASTE DISPOSAL ACT
A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Sold Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of 48
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceed $10,000; procuring sold waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014.)
Pursuant to this federal rule, when federal funds are expended by REGION 4 ESC, the vendor certifies that during the term of all contracts resulting from this procurement process, the vendor agrees to comply with all applicable requirements as referenced in this paragraph.
Not applicable as Verkada is providing off the shelf hardware and SaaS only. 121. APPLICABILITY TO SUBCONTRACTORS
Vendor agrees that all contracts it awards pursuant to this procurement action shall be bound by the terms and conditions of this procurement action.
I certify compliance with this attribute.
122. COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When REGION 4 ESC expends federal funds for any contract resulting from this procurement process, Vendor certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).
I certify compliance with this attribute.
123. INDEMNIFICATION
Acts or Omissions
Vendor shall indemnify and hold harmless Region 4, AND/OR THEIR OFFICERS, AGENTS,
EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL
LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract.
Infringements
a) Vendor shall indemnify and hold harmless Region 4 and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any 49
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement.
c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing.
Taxes/Workers’ Compensation/Unemployment Insurance – Including Indemnity a) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR’S AND VENDOR’S EMPLOYEES’ TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS’ COMPENSATION. THE CUSTOMER AND/OR REGION 4 SHALL NOT BE LIABLE TO THE VENDOR, ITS
EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. b) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, REGION 4 AND/OR THEIR
EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS’
COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT, VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES.
This has been addressed in Exhibit B and the Verkada Legal Cover Letter. 50
25-02 Weapons Threat Detection Equipment, Services, and Other Solutions #1-126 124. EXCESS OBLIGATIONS PROHIBITED
Proposer understands that all obligations of Region 4 ESC under the contract are subject to the availability of state funds. If such funds are not appropriated or become unavailable, the contract may be terminated by Region 4 ESC.
I certify compliance with this attribute.
125. SUSPENSION AND DEBARMENT
Respondent certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in the contract by any state or federal agency.
I certify compliance with this attribute.
126. CHANGE IN LAW AND COMPLIANCE WITH LAWS
Proposer shall comply with all laws, regulations, requirements and guidelines applicable to a vendor providing services and products required by the contract to the Region 4 ESC, as these laws, regulations, requirements and guidelines currently exist and as amended throughout the term of the contract. Region 4 ESC reserves the right, in its sole discretion, to unilaterally amend the contract prior to award and throughout the term of the contract to incorporate any modifications necessary for compliance with all applicable state and federal laws, regulations, requirements and guidelines.
Verkada shall comply with all laws, regulations, requirements and guidelines applicable to the services and products required by the contract to the Region 4 ESC, as these laws, regulations, requirements and guidelines currently exist and as amended throughout the term of the contract, provided that the parties shall negotiate in good faith to mutually agreeable amendments to the contract throughout the term of the contract to incorporate any modifications necessary for compliance with all applicable state and federal laws, regulations, requirements and guidelines.
51
Products and Pricing Attachment #1
Pricing Structure
Verkada’s proposed contract price structure is an indefinite quantity blanket discount off MSRP. Verkada agrees that this set pricing discount will not change over time, and any additional hardware, software, or services will align with our price structure as outlined in Products and Pricing Attachment #1.
Verkada maintains a comprehensive MSRP list which is regularly updated alongside any product pricing revisions. This full MSRP list is readily accessible for download on our website at https://www.verkada.com/pricing/. We encourage our partners and customers to refer to this resource for the most current pricing information, ensuring transparency.
Hardware & Software
The discounts listed above represent the minimum off Verkada's list price. Actual discounts may be higher, depending on the size and scope of the transaction, at the discretion of our reseller partners.
Services
Category Description Pricing Not to
Exceed ($/hour)
Labor Rate/Hr Install work performed in relation to Verkada products and services
$200.00
Structured Cable Install work performed (installation, maintenance, or repair) of structured cabling systems in relation to
Verkada products and services
$225.00
Category Description/Equipment Type Discount off MSRP
Verkada Price List
https://www.verkada.com/pricing/
Cameras
Connectivity
Command Connector
Access Control
Air Quality Sensors
Intercom
Alarms
Workplace
12%
Non-Verkada Branded products with specific OEM
discounting limitations including Apple,
Epson, and Brother.
0%
PSV & SPT SKUs Named Support Contact & Custom SKUs 0%
52
Value Added Services Attachment #2
Value Added Services
Verkada and our reseller partner offer a comprehensive range of value added services designed to complement our solutions. These value added services are offered at the same pricing structure as our core products outlined in Attachment #1 Products and Pricing. By combining these specialized services with Verkada’s advanced technologies, Verkada and our reseller partners can help maximize the return on investment for government clients while providing tailored, scalable solutions.
Support/Services
The following support and service SKUs are included in our price list and can be customized based on the specific needs of our customers.
SKU Description
PSV-CUSTOM Verkada Professional Services
SPT-NSC-1Y Verkada Named Support Contact (1 Year)
SPT-NSC-3Y Verkada Named Support Contact (3 Years)
SPT-NSC-5Y Verkada Named Support Contact (5 Years)
SPT-NSC-10Y Verkada Named Support Contact (10 Years)
Deployment Project Management
Our Deployment Project Management service offers full scale project management, configuration, and training for large customers, including purchase orders and deployments.
This includes weekly deployment coordination, partner and internal project management, setup and configuration through Verkada Command, project preparation with custom documentation, scheduled training sessions, partner review and onboarding, and global logistics coordination to ensure seamless deployment and integration.
Setup/Configuration/Training
Tailored configuration and training services are available for all customer types, providing specialized support for smaller scale deployments and ensuring a smooth implementation process.
Software Engineering/API Build
54
Value Added Services Attachment #2
Custom software engineering services are available, including integrations with Helix, AC migration, and other software builds to address specific customer requirements.
Reseller Partner Value-Add
Our reseller partners provide a wide variety of value added services that enhance the offerings of our products. These services go beyond simple reselling, adding significant value by tailoring solutions to meet specific government needs. Resellers can integrate our products into existing government systems, customizing configurations to ensure seamless operation within the client's infrastructure. Many of these partners offer consultative support, guiding customers through the selection process and providing ongoing assistance with system setup, training, and troubleshooting. This ensures government clients maximize the value of our products.
Some resellers also offer unique applications and custom solutions, to meet specific compliance and operational needs. Verkada’s flexible solutions enable partners to support less traditional implementations. These solutions can include cellular or Starlink satellite connectivity, solar power, and off-the-grid setups, ensuring reliable video security even in challenging environments like a school bus or remote site.
Installation Related Materials
Physical installation is critical to the performance of Verkada’s products. Under our contract reseller partners may provide necessary installation materials such as Cat-6 cabling, lifts, and other equipment, all priced according to Verkada's standard price structure.
Integrations
Verkada offers several integrations to connect their security systems with leading enterprise tools, ensuring seamless workflows and enhanced operational efficiency. From identity management and access control to communication platforms and building automation, Verkada integrates with trusted partners like Okta, Microsoft Teams, Splunk, and more. Visit our integrations page at https://www.verkada.com/integrations/partners/ for more details.
Comprehensive Service Menu
Needs Service Mapping Example Customer
Full
Implementation/Deployment
Deployment Project
Management
Global customer with 30+ locations, buying and deploying in the next 12-18 months; Need PM, config, training
Configuration (All Sites) Deployment Project
Management (Config
Global customer with 30+ locations, buying and deploying in the next 12-18 months; Need config for all sites
55
Value Added Services Attachment #2
Focused)
Configuration FastTrack Standard New customer that bought Verkada for 1-2 locations, want to make sure devices are set up properly
Configuration FastTrack Basic New customer that bought Verkada for 1 location, want to make sure devices are set up properly
Access Control Integration
and Automation
Custom Solution
Development
Customer wants a software that automates user syncing between Workday and Verkada Command Access Control
API and Software Build Currently not offered Upon Request Command Org Migration Org Migration Upon Request
Other Depends on need Upon Request
56
The New Standard for Enterprise Physical Security
www.verkada.com [email protected]
Video Security
Hybrid cloud cameras offer onboard storage
and edge–based processing to reliably to
deliver AI-powered insights in real–time.
Command Platform
Manage devices, users and sites from a
single pane of glass — accessible from
a simple web browser or mobile app.
• Unlimited user seats and
cloud archiving
• Remote access from any browser
or mobile device
• Customizable level of site permissions
• Automatic updates and new features
• Leverage AI-powered search
capabilities
• Access to top–rated mobile app
• 24/7 worldwide technical support
Alarms
Catch and respond to break–ins with
cloud–managed intrusion detection
and 24/7 professional monitoring.
A Smarter Way to
Secure Your Space
Verkada is a fully integrated hardware and software solution that strengthens safety while simplifying ownership. Designed with ease of use at top of mind, Verkada’s six product lines provide unparalleled visibility through a single pane of glass.
Workplace
Manage visitors and deliveries with
guest and mailroom software, enhancing
security along with workplace operations.
Air Quality Sensors
Monitor environments for air quality,
temperature, humidity, motion, noise,
smoke and vape emissions.
Access Control
Easily manage doors and credentials
across departments with Global Access
and Active Directory integrations.
Intercom
Answer calls from anywhere with sharp
intercom video, clear audio and four
smart receiver methods.
www.verkada.com 1124 57 [email protected]
11/07/2024
Region 4 Education Service Center
7145 West Tidwell Road
Houston, Texas, 77092-2096
Ref: Executive Channel Partner Leadership Endorsement - Region 4/OMNIA Bid #25-02 Weapons and Threat Detection Equipment
To Whom It May Concern,
As Senior Vice President of Global Channel at Verkada, I fully support Verkada’s bid submission to Region 4/OMNIA Partners. Since leading our sales organization starting in 2019, and now overseeing the channel partner team, I’ve witnessed our commitment to delivering value to government sector clients. If awarded, our Channel Leadership Team will prioritize and support Region 4/OMNIA Partners as a cooperative contract within the public sector.
Sincerely,
Ryan Bettencourt
Senior Vice President of Global Channel
406 E. 3rd Ave
San Mateo, CA 94401
[email protected]
Docusign Envelope ID: 4DE0E6B1-573A-48D0-BA98-38E60A0B05B9 60
11/07/2024
Region 4 Education Service Center
7145 West Tidwell Road
Houston, Texas, 77092-2096
Ref: Executive Sales Leadership Endorsement - Region 4/OMNIA Bid #25-02 Weapons and Threat Detection Equipment
To Whom It May Concern,
As Vice President of Enterprise Sales at Verkada, I fully support Verkada’s bid submission to Region 4/OMNIA Partners. As a leader within our sales organization, I’ve witnessed our commitment to delivering value to government sector clients. If awarded, our Sales Leadership Team will prioritize and support Region 4/OMNIA Partners as a cooperative contract within the public sector.
Sincerely,
Anthony Cavallio
Vice President of Enterprise Sales
406 E. 3rd Ave
San Mateo, CA 94401
[email protected]
Docusign Envelope ID: 6DFDAA51-7F2A-4DF0-8C8B-0C97C789B45F 61
OFFER AND CONTRACT SIGNATURE FORM
The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing.
Company Name
Address
City/State/Zip
Telephone No.
Email Address
Printed Name
Title
Authorized signature
Accepted by Region 4 ESC:
Contract No. ______________
Initial Contract Term to
Region 4 ESC Authorized Board Member Date
Print Name
Region 4 ESC Authorized Board Member Date
Print Name
406 E. 3rd Ave
Verkada Inc
Director of Global Channel
San Mateo, CA 94401
650-514-2682
[email protected]
Caleb Augustin
Docusign Envelope ID: D2AAA040-0C7A-4C1C-A783-067CD3E97967 This attachment is executed in good faith, provided that in the event Verkada is awarded this opportunity, the parties will negotiate in good faith and execute a mutually agreeable contract.
62
Appendix C, Doc #1
ACKNOWLEDGMENT AND ACCEPTANCE
OF REGION 4 ESC’s OPEN RECORDS POLICY
OPEN RECORDS POLICY
All proposals, information and documents submitted are subject to the Public Information Act requirements governed by the State of Texas once a Contract(s) is executed. If an Offeror believes its response, or parts of its response, may be exempted from disclosure, the Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt and include detailed reasons to substantiate the exemption. Price is not confidential and will not be withheld. Any unmarked information will be considered public information and released, if requested under the Public Information Act.
The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.
Signature below certifies complete acceptance of Region 4 ESC’s Open Records Policy, except as noted below (additional pages may be attached, if necessary).
Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy below:
� We acknowledge Region 4 ESC’s Open Records Policy and declare that no information submitted with this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act.
� We declare the following information to be a trade secret or proprietary and exempt from disclosure under the Public Information Act.
(Note: Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, Offeror must include detailed reasons to substantiate the exemption(s). Price is not confident and will not be withheld. All information believed to be a trade secret or proprietary must be listed. It is further understood that failure to identify such information, in strict accordance with the instructions, will result in that information being considered public information and released, if requested under the Public Information Act.)
Date Authorized Signature & Title
Docusign Envelope ID: BE0B98F9-698C-44B0-B33A-A26DB9415186 11/18/2024
63
Appendix C, Doc #2
ANTITRUST CERTIFICATION STATEMENTS
(Tex. Government Code § 2155.005)
Attorney General Form
I affirm under penalty of perjury of the laws of the State of Texas that:
1. I am duly authorized to execute this Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below;
2. In connection with this proposal, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;
3. In connection with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and
4. Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.
Company Contact
Signature
Printed Name
Address Position with Company
Official
Authorizing
Proposal
Signature
Phone
Printed Name
Fax
Position with Company
Verkada Inc
406 E 3rd Ave.San Mateo, CA 94401
801-793-2634
Kayla Medina
Caleb Augustin
Director of Global Channel
Program Manager, Government Contracts
Docusign Envelope ID: 08627666-D51F-4CCC-AAEF-813BC1E73AF2 64
Propose changes
Click above to sign or propose changes
This End User Agreement (“Agreement”) is entered into by and between Verkada Inc. (“Verkada”) and and you, the end customer and user (“Customer”) Products (as defined below), either in connection with a purchase of the Products or use of the Products for evaluation purposes as part of a trial. Customer is under no obligation to purchase the evaluation Products used in a trial but will be invoiced for Products not purchased or returned following the expiration of the trial period.
By accepting this Agreement, whether by clicking a box indicating its acceptance, navigating through a login page where a link to this Agreement is provided, executing a Purchase Order that references this Agreement, or providing another form of electronic acceptance, Customer agrees to be bound by its terms. If Customer and Verkada have executed a written agreement governing Customer’s access to and use of the Products, then the terms of such signed agreement will govern and will supersede this Agreement.
This Agreement is effective between Verkada and the Customer as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses any of the Products (the “Effective Date”). Verkada reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification and (ii) Customer’s continued use of the Products.
Verkada and Customer hereby agree as follows.
1. DEFINITIONS
7. Attachment A - End User Agreement
66
The definitions of certain capitalized terms used in this Agreement are set forth below.
Others are defined in the body of the Agreement.
“Customer Data” means all data provided by Customer to Verkada by means of the Products. Customer Data does not include System Data (defined below). “Documentation” means the online documentation regarding the Hardware, available at www.verkada.com/docs/ or as otherwise provided within the Hosted Software. “DPA” means the Data Processing Addendum available at
www.verkada.com/support/dpa or other negotiated data protection agreement, entered into between Verkada and Customer.
“Firmware” means the software developed and maintained by Verkada that is stored on the Hardware and enables the basic functioning of the Hardware and its communication with the Hosted Software.
“Hardware” means the Verkada hardware products, including security cameras, access control units, alarm units, and environmental sensors.
“Hosted Software” means Verkada’s Software-as-a-Service system, currently known as “Command,” and related infrastructure made available to Customer to manage and configure the Hardware.
“License” has the meaning ascribed to it in Section 2.1. “License Term” means the length of time indicated in the License SKU set forth on the applicable Purchase Order.
“Partner” means a third-party authorized by Verkada to resell the Products, to whom Customer has delivered an ordering document for such Products. "Product Feature(s)” means a unique feature set within the Hosted Software that is identified by a particular stock keeping unit (SKU) on a Purchase Order. “Products” means, collectively, the Software, Hardware, Product Features, Documentation, and all modifications, updates, and upgrades thereto and derivative 67
works thereof.
“Purchase Order” means each order document submitted to Verkada by a Partner on behalf of Customer, and accepted by Verkada, indicating Partner’s firm commitment to purchase the Products and for the prices set forth thereon. “Service Level Agreement” means the Service Level Agreement set forth on Exhibit A hereto.
“Software” means the Firmware and Hosted Software.
“Support” means the technical support services and resources available at www.verkada.com/support.
“System Data” means configuration information, log and event data, Product performance data, and statistics regarding Customer’s use of the Products. “Users” means employees of Customer, or other third parties, each of whom are authorized by Customer to use the Products on Customer’s behalf.
2. LICENSE AND RESTRICTIONS
2.1. License to Customer. Subject to the terms of this Agreement, Verkada grants Customer a royalty-free, nonexclusive, transferable (subject to Section 12) worldwide right during each License Term to use the Software, subject to the terms of this Agreement (“License”). Customer must purchase one or more Licenses to use the Software for at least the number and type of Hardware units and/or Product Features that the Customer manages by means of the Software (collectively, “Valid Licensing”); however, Customer may authorize an unlimited number of Users to access and use the Software. If Customer purchases additional Licenses, either in connection with the purchase of additional Hardware units or renewal of Licenses for existing Hardware units, the overall License Term will be modified such that the License Term for all Licenses purchased will expire and terminate on the same date. If Customer does not maintain Valid Licensing, then (i) Customer will have limited or no access to Customer 68
Data, Product Features, and the Software, and (ii) the Hardware will not function as designed. If Customer purchases the Monitoring Services (as defined on Exhibit B, the “Alarms Addendum”), the use of the Products in connection with the Monitoring Services will be subject to the terms of the Alarms Addendum.
2.2. License to Verkada. During the License Term, Customer will transfer Customer Data to Verkada while using the Products. Customer grants Verkada a non-exclusive right and license to use, reproduce, modify, store, and process Customer Data solely to maintain the Products and provide them to Customer. Customer represents and warrants that it possesses the necessary rights and authority to grant Verkada the rights set forth in this Section 2.2 with respect to Customer Data.
2.3. Restrictions. Customer will not: (i) use (or allow a third party to use) the Products for any competitive purposes (other than for routine product comparison purposes), including monitoring or testing their availability, security, performance, or functionality, in each case without Verkada’s express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, tamper with the Hardware, or copy the Products or any of their components; or (iv) use the Products to conduct any fraudulent, malicious, or illegal activities or otherwise in contravention of any applicable laws or regulations (each of (i) through (iv), a “Prohibited Use”).
3. COURTESY RETURNS; HARDWARE WARRANTY AND
WARRANTY RETURNS
3.1. Courtesy Returns. Customer may return up to $250,000 worth of Products (as reflected in the net price set forth on one or more Purchase Order(s)) for any reason within the 30-day period starting on the shipment date of such Products (a “Courtesy Return”). To initiate a Courtesy Return, Customer must send a request for a Courtesy Return by email within such 30-day period either to (a) the Partner that submitted the 69
Purchase Order(s) for the Products to be returned or (b) the Verkada sales representative responsible for Customer’s account, and include the serial numbers of the Products to be returned.
3.2. Hardware Warranty. Verkada represents to the original purchaser and user of the Hardware that, for the period set forth in the applicable Documentation from the date of shipment to the location specified on the Purchase Order, the Hardware will be substantially free of defects in materials and workmanship (“Hardware Warranty”).
3.3. Remedy for Breach of Hardware Warranty. Customer’s sole and exclusive remedy and Verkada’s (and its suppliers’ and licensors') sole and exclusive liability for a breach of the Hardware Warranty will be, in Verkada’s sole discretion, to replace the nonconforming Hardware. Replacement may be made with a new or refurbished product or components. If the Hardware or a component within it is no longer available, then Verkada may replace the Hardware unit with a similar product of similar function. Any Hardware unit that has been replaced under the Hardware Warranty will be covered by the terms of the Hardware Warranty for the longer of (a) 90 days from the date of the delivery, or (b) the remainder of the original Hardware Warranty period. Customer’s engaging in a Prohibited Use serves to void the Hardware Warranty.
3.4. Warranty Returns. To request a return under the Hardware Warranty, Customer must notify Verkada or the Partner within the Hardware Warranty period. To initiate a return directly to Verkada, Customer must send a return request to Verkada at [email protected] and clearly state details on where and when Customer purchased the Hardware, the serial numbers of the applicable Hardware unit(s), Customer’s reason for returning the Hardware, and Customer’s name, mailing address, email address, and daytime phone number. If approved, Verkada will provide Customer with a Return Materials Authorization (“RMA”) and prepaid shipping label via email that must be included with Customer’s return shipment to Verkada. Customer must return the Hardware unit(s) listed in the RMA with all included accessories with the RMA within the 14 days following the day on which Verkada issued the RMA. 70
4. VERKADA OBLIGATIONS
4.1. General. Verkada is responsible for providing the Products in conformance with this Agreement, the Purchase Order(s), and applicable Documentation.
4.2. Availability. Verkada uses its best efforts to ensure that the Hosted Software is available in accordance with the terms of the Service Level Agreement, which sets forth Customer’s remedies for any interruptions in the availability of the Hosted Software.
4.3. Support. If Customer experiences any errors, bugs, or other issues in its use of the Products, then Verkada will provide Support in order to resolve the issue or provide a suitable workaround. The fee for Support is included in the cost of the License. As part of a Support case, Customer may grant access, in its sole discretion, to a member of Verkada’s Support team through functionality provided in the Hosted Software for a length of time determined by Customer.
4.4. Maintenance. Verkada will use commercially reasonable efforts to maintain the Products and implement updates, upgrades, and fixes as necessary to meet its obligations under this Agreement.
5. CUSTOMER OBLIGATIONS
5.1. Payment; Compliance. Customer is responsible for paying Partner for the Products pursuant to Partner’s invoice(s). In the event Customer is delinquent on fees, Verkada may pursue payment directly from Customer if Partner is unable to or chooses not to pursue such fees itself. Customer will use the Products only in accordance with the Documentation and in compliance with all applicable laws, including procurement and maintenance of any applicable licenses and permits.
Customer will ensure that none of the Products are directly or indirectly exported, reexported, or used to provide services in violation of the export laws and regulations of the United States or any other country. If Customer operates in a regulated industry, 71
Customer represents that it has obtained all necessary local and state licenses and/or permits necessary to operate its business and is in compliance (and will use its best efforts to remain in compliance) with all local, state, and (if applicable) federal regulations regarding the conduct of its business. Verkada reserves the right to suspend use of any Products operating in violation of the obligations of this Section
5.1, following written notice to Customer.
5.2. Account Administration. Customer is responsible for identifying one or more individuals within Customer’s organization who will act as administrator(s) of Customer’s account. Such person(s) will be responsible for, among other things, monitoring and managing access privileges of other Users. Customer is also responsible for verifying, including ensuring that any third-party installer verify, that all Hardware Products purchased are properly claimed into Customer’s account within the Hosted Software prior to installation, as more fully set forth in the Documentation.
6. TERM AND TERMINATION
6.1. Term. The term of this Agreement will commence on the Effective Date and will continue for so long as Customer maintains any active Licenses.
6.2. Termination or Suspension for Cause. Either party may terminate this Agreement, and Verkada may suspend Customer’s access to the Hosted Software, for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. For purposes of clarity, a material breach of the Agreement includes Customer’s failure to purchase and/or maintain a sufficient number of Licenses, as required by Section 2.1.
6.3. Effect of Termination. If Customer terminates this Agreement in accordance with Section 6.2, then Verkada will refund Customer a pro rata portion of any prepaid fees 72
allocable to the remaining License Term. The following provisions will survive any expiration or termination of the Agreement: Sections 7, 9, 10, 11, and 12, and any other provisions that, by their nature, would reasonably be considered intended to survive.
7. CONFIDENTIALITY
7.1. Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (“Disclosing Party”) to the other party (“Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Verkada’s Confidential Information includes the Products and any information conveyed to Customer in connection with Support.
Customer’s Confidential Information includes Customer Data. Confidential Information does not include information which is: (i) already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.
7.2. Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each party shall be responsible for any breach of confidentiality by 73